Customer Agreement

This Agreement is entered into between The Key Support Services Limited (Company No. 08268303) (TKG) and the customer entity (Customer) that accepts the terms of this Agreement. By: (a) placing an order that incorporates or refers to this Agreement; (b) clicking an icon online indicating acceptance of this Agreement (e.g. “Agree”); (c) paying any Quote/Invoice issued by TKG referencing this Agreement; or (d) accessing or using the Services, Customer agrees to be bound by this Agreement.

The individual accepting this Agreement on behalf of an entity (e.g. a School, Multi-Academy Trust, or Local Authority) must have the authority to bind that entity to this Agreement. If the individual does not have authority, or does not agree with this Agreement, the individual must not accept this Agreement and may not access or use the Services.

Certain words or phrases are defined to have specific meanings when used in this Agreement. Those words and phrases are defined below in Clause 17 (Definitions).

Customer Agreement

1. TKG Services

1.1 Provision of Services. TKG will provide each Service specified in the Quote/Invoice for the relevant Licence Term (as described further in Clause 13 (Term and Termination)) subject to the terms of this Agreement. Some Services, including The Key, GovernorHub and Robin, are subject to Service Specific Terms, which are incorporated by reference into, and form part of, this Agreement.

1.2 Beta Services & Free Trials. TKG may, at its sole discretion, offer free trials of Services (Trial Services) and beta, preview or introductory features and services, with or without charge (Beta/Introductory Services). TKG will identify any Beta/Introductory Services to Customer. This Agreement governs any Trial Services (which are provided for, and shall be used by Customer, solely for Customer’s internal evaluation to determine whether to purchase the Services) and Beta/Introductory Services, which may be subject to additional terms presented to Customer. Unless TKG specifies a different timeframe in writing, Trial Services will last for fourteen (14) days from the date the relevant Trial Service is made available to Customer (the Trial Period), during which the relevant Trial Services may have limited functionality or be subject to usage caps. Upon the expiry of the Trial Period, Customer’s right to access the Trial Services will automatically end. TKG shall be entitled to suspend or terminate Customer’s access to Trial Services or Beta/Introductory Services, or change or discontinue Trial Services or Beta/Introductory Services, at any time and for any reason without prior notice and any liability to Customer. TKG reserves the right to start charging and/or to modify the applicable terms or pricing for any Trial Services or Beta/Introductory Services upon notice to Customer (but it shall be within Customer’s control whether to continue using such Services). Customer acknowledges that Beta/Introductory Services may be subject to further development or change and may contain bugs, errors or vulnerabilities. The Trial Services and all Beta/Introductory Services are delivered “as-is” and “as-available” and, notwithstanding anything else in this Agreement to the contrary, TKG: (a) to the maximum extent permitted by Applicable Laws, disclaims and excludes all warranties, representations, conditions and guarantees and all other terms of any kind whatsoever (whether express or implied by statute, common law, course of dealing or otherwise) in respect of the Trial Services and Beta/Introductory Services; and (b) provides no indemnities, technical support or service level agreements in respect of any Trial Services or Beta/Introductory Services.

1.3 AI Features. Certain Services are, or may include, AI Features, which are subject to and governed by the Service Specific Terms - AI Features.

1.4 Updates to the Services. TKG is always striving to improve its Services. Customer acknowledges that TKG has sole discretion and control over, and may remove, add, modify, enhance and update the features and functionality, performance, configuration, appearance and content of any Service at any time without notice, provided that TKG shall not materially reduce the core capabilities of the Services during a Licence Term unless necessary to comply with legal or regulatory requirements or guidelines, or for security purposes. Any updates shall take effect automatically and TKG may update the applicable Documentation accordingly.

1.5 On-Premises Software. TKG may also provide On-Premises Software. Customer’s purchase or use of On-Premises Software is outside the scope of this Agreement and is subject to separate terms and conditions made available to Customer.

2. Use of the Services

2.1 Permitted Use. Subject to Customer’s payment of the Fees and compliance with this Agreement, TKG grants Customer a non-exclusive, non-sublicensable, non-transferable licence for the Licence Term to permit Authorised Users to use the Services in accordance with the Documentation strictly for the Purpose. Customer acknowledges and agrees that, in relation to each Service: (a) it is being granted a right to permit access to and use of the Services and Documentation and that neither they nor any part of them are being sold to Customer; and (b) there is no right to have access to the Services (or any part of them) in object or source code form. No School or other body shall be entitled to receive, access or otherwise benefit from the Services unless that School is the Customer or an Authorised Institution.

2.2 Restrictions. Customer shall not, and shall not allow any Authorised User or person to, directly or indirectly: (a) use the Services or Documentation: (i) for any purpose other than the Purpose, including to access or use the Services or Documentation to develop or build any product or service that is substantially similar to or competitive with the Services; (ii) in any manner that violates any Applicable Laws, causes damage or injury to, or violates the rights of, any person or property; (iii) to create, train, test or otherwise improve any machine learning algorithms or artificial intelligence system; (b) breach, circumvent or compromise any security or authentication measures or technical use limitations or restrictions in relation to the Services, or otherwise do anything that could disable, overburden, impair or interfere with the integrity, operability, security, availability or performance of the Services; (c) except to the extent permitted by Applicable Laws, attempt to: (i) copy, modify, duplicate, translate or create derivative works of the Services or Documentation; (ii) decompile, disassemble, reverse engineer or otherwise seek to obtain the source code or reduce to human-perceivable form all or any part of the Services; (d) remove, obscure or modify any proprietary or other notices or attributions in the Services or Documentation; (e) sell, transfer, assign, license or sublicense, or otherwise make the Services or Documentation available to any third party other than to Authorised Users in accordance with this Agreement; or (f) violate the AUP.

2.3 Unauthorised Activity. TKG reserves the right (but is under no obligation) to monitor Customer’s and its Authorised Users’ use of the Services and Documentation to verify compliance with this Agreement. TKG may investigate, and may reasonably require that Customer investigate, any suspected breach of this Agreement (including of the AUP) by Customer or any Authorised User. Without liability or prejudice to its other rights or remedies, TKG reserves the right to suspend, disable or limit Customer’s or any Authorised User’s access to all or any part of the Services or Documentation, to remove Customer Data, or to change any login credentials allocated to Customer or any Authorised User: (a) to comply with Applicable Laws; or (b) where TKG reasonably believes that: (i) an Authorised User is in breach of this Agreement (including of the AUP); or (ii) such action is necessary to preserve the integrity, operability or security of the Services. TKG intends to be transparent about any action taken under this Clause and where legally and reasonably practicable to do so, TKG will use reasonable endeavours to notify Customer before taking any such action. The parties shall cooperate in good faith to resolve the issue as soon as reasonably possible.

2.4 Audits. TKG or its authorised representatives may audit Customer’s use of the Services to the extent necessary to confirm compliance with this Agreement (including inspecting Customer’s records and taking copies thereof) no more than once every twelve (12) months provided TKG gives Customer reasonable advance notice, the audit is undertaken during Working Hours and TKG uses reasonable efforts to minimise disruption to Customer.

3. TKG Responsibilities

3.1 TKG Warranties. TKG warrants and represents that it has the full power, authority and capacity to enter into this Agreement.

3.2 Performance Warranty. TKG warrants that the Services will perform materially in accordance with the applicable Documentation during the Licence Term (the Performance Warranty). TKG shall, at no charge to Customer, use reasonable endeavours either to correct any reported non-conformity with the Performance Warranty or provide an alternative method of achieving materially the same result. If TKG reasonably determines that neither a correction nor an alternative is practicable, either party may terminate the applicable Service. Where any Service is terminated pursuant to this Clause 3.2 (Performance Warranty) TKG will refund to Customer any prepaid, unused Fees for the applicable Service in respect of the period following the effective date of termination. This Clause 3.2 (Performance Warranty) sets out TKG’s sole liability (and Customer's sole and exclusive remedy) for any breach of the Performance Warranty.

3.3 Service Levels. TKG shall comply with any Service Level Agreement applicable to the Services. No Service Level Agreement is included or implied under this Agreement except to the extent expressly set out in any applicable Service Specific Terms. TKG shall use reasonable endeavours to: (a) schedule updates and planned maintenance affecting the availability of the Services outside of Working Hours; (b) notify Customer in advance of any such updates and planned maintenance; and (c) notify Customer as soon as reasonably practicable of any significant unplanned downtime and resolve the issue as soon as reasonably practicable.

3.4 Technical Support. Where support is included in respect of any Service, its scope shall be as set out in the applicable Service Specific Terms and/or Documentation. No support is provided under this Agreement except to the extent: (a) expressly set out in any applicable Service Specific Terms and/or Documentation; and/or (b) purchased by Customer and expressly identified on the applicable Quote/Invoice.

3.5 Warranty Disclaimer. Customer understands and agrees that except as expressly set out in this Agreement and to the maximum extent permitted by Applicable Laws: (a) no warranty, representation, condition or guarantee is given that the Services (in whole or in part) are free from defects or that they are bug, virus or error free or that access to them will be uninterrupted; (b) the Services are provided on an "as is" and “as available” basis; and (c) the Services have not been developed to meet Customer's individual requirements. Customer shall be solely responsible for determining the fitness of the Services for its purposes and requirements. Except to the extent expressly set out in this Agreement, all warranties, representations, conditions, guarantees and all other terms of any kind whatsoever (whether express or implied by statute, common law, course of dealing or otherwise) are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement, including warranties of merchantability or satisfactory quality, title, fitness for a particular purpose or non-infringement.

4. Customer Responsibilities

4.1 Customer Warranties. Customer warrants and represents that: (a) it has the full power, authority and capacity to enter into this Agreement; (b) any individual entering into this Agreement on Customer's behalf has been duly appointed by Customer and given the requisite authority to bind Customer; and (c) once accepted in accordance with this Agreement, this Agreement shall constitute a legal, valid and binding contract on Customer.

4.2 Access Rights. Customer shall be responsible for administering and monitoring Access Rights to its Authorised Users, including: (a) appointing administrators who shall be authorised to manage the Services and its Authorised Users; (b) the security and confidentiality of Authorised Users’ login credentials (which shall not be shared with any third party); and (c) assigning the appropriate Access Rights to each Authorised User, including ensuring that any Access Rights are granted in compliance with Customer's obligations under Data Protection Legislation and Applicable Laws. Customer shall (and shall ensure that each Authorised User shall) maintain the security and confidentiality of Authorised Users’ login credentials and use all reasonable endeavours to prevent any unauthorised access to or use of the Services or Documentation, and shall promptly notify TKG in writing if it discovers or is made aware of any suspected unauthorised access or use.

4.3 Authorised User Activity. Customer shall be responsible for all acts and omissions of its Authorised Users and shall (and shall ensure that its Authorised Users shall) comply with the AUP.

4.4 Customer Data. Customer shall be responsible for Customer Data, including: (a) monitoring access to and use of Customer Data to ensure it complies with this Agreement, including the AUP; (b) the legality, non-infringement, reliability, integrity, accuracy and quality of Customer Data; and (c) ensuring that Authorised Users comply with any requirements concerning Customer Data set out in this Agreement including the AUP. TKG shall not be responsible for monitoring the generation, availability or use of Customer Data.

4.5 Licences and Consents. Customer shall obtain and maintain all licences, consents and permissions necessary for Customer to use and receive the Services and perform its obligations under this Agreement, including with respect to Customer Data and to enable TKG to lawfully interface with any Customer services or Third Party Services authorised by Customer for use with the Services.

4.6 System Requirements. Customer shall be responsible for procuring and maintaining all systems, software, hardware, networks and other components required from time to time in order to access, use and obtain the benefit of the Services (including its network connections and telecommunications links from its systems to the Services).

4.7 Reasonable Cooperation. Customer shall provide (and shall procure that each Authorised User shall provide) TKG with all cooperation and assistance, including access to and copies of information and materials related to its use of the Services, as is reasonably requested from time to time (including Access Rights information) in order to perform TKG’s obligations under this Agreement, investigate the source of any problem with the Services or to verify Customer’s (or any Authorised User’s) compliance with this Agreement.

5. Group Contracting and Authorised Institutions

5.1 Customer Authority. Where Customer enters into this Agreement on behalf of Authorised Institutions (e.g. Customer is a Multi-Academy Trust or a Local Authority) Customer warrants and represents that it has and shall continue to have during a Licence Term the authority to enter into this Agreement on behalf of each Authorised Institution.

5.2 Divested Authorised Institutions. Customer shall notify TKG where an Authorised Institution ceases to be under the authority of Customer during the Licence Term (a Divested Authorised Institution). Subject at all times to Clause 5.3 (Customer Liable for Fees), the parties will agree necessary amendments to this Agreement to reflect the removal of the Divested Authorised Institution from its scope.

5.3 Customer Liable for Fees. Customer shall remain liable for all Fees payable to TKG under this Agreement in respect of the Divested Authorised Institution until the expiry of the (as applicable) Initial Term or the then current Extension Term. Customer shall not be entitled to any refund of, credit against, or reduction in Fees paid or payable in respect of that Divested Authorised Institution (i.e. the Fees shall not be reduced to reflect any decrease in student numbers).

5.4 Joining Authorised Institutions. Where Customer wishes to add an Authorised Institution to receive the benefit of the Services under this Agreement, it shall be within TKG's discretion: (a) whether to accept such Authorised Institution; and (b) to determine the Fees payable in respect of that Authorised Institution.

6. Data Protection and Security

6.1 Data Processing Agreement. Each party shall comply with the obligations appropriate to its role as set out in the DPA. The DPA applies to the processing of all Customer Personal Data.

6.2 Data Retrieval. The Service Specific Terms describe (or identify the Documentation which describes) if and how Customer may retrieve its Customer Data from the Services.

6.3 Security Program. TKG shall maintain commercially reasonable physical, technical and organisational measures designed to protect Customer Data from unauthorised access, destruction or use, as may be further described in the Service Specific Terms.

6.4 Viruses. TKG shall, in respect of each Service, use industry-standard anti-virus software to scan for any software, code, file or programme designed to permit unauthorised access to or to disable or erase software and/or data (including worms, trojan horses and malicious code).

7. APIs and Third Party Services

7.1 APIs and Third Party Services. TKG may make available Third Party Services to Customer via or in connection with the Services, including offering integration capabilities with Third Party Services via an Integration. Where Customer chooses to use Third Party Services, Customer’s use of Third Party Services is subject to any terms imposed by the relevant third party provider (including any fees payable under those terms). Customer shall have control and be solely responsible and liable for: (a) evaluating, approving or rejecting any Third Party Services and their applicable terms and conditions; and (b) administering, managing and monitoring Access Rights of the applicable Third Party Services, which may include the ability for such Third Party Services to read (access data), write (create data), update (edit data) and delete Customer Data from time to time.

7.2 Fair Usage. If TKG makes any Integrations available in connection with the Services, TKG reserves the right to: (a) update such Integrations from time to time in TKG’s sole discretion; (b) make Customer’s use of the Integrations subject to additional terms, including ‘fair usage’ and placing limits on access to such Integrations (e.g., limits on numbers of calls or requests); (c) restrict, suspend, disable, deny or withdraw access to the Integrations at any time, without any liability to Customer or any provider of Third Party Services, where TKG reasonably believes that Customer’s or its Third Party Services’ use of the Integrations: (i) is in breach of Applicable Laws, this Agreement, any agreement between TKG and the Third Party Service or any other terms which may apply to Customer’s use of the Integrations from time to time; or (ii) may negatively affect the security, operability or integrity of the Services, impose liability on TKG, or to otherwise protect TKG’s legitimate interests. TKG intends to be transparent about any action taken under this Clause. Integrations are provided "as-is" and “as available” and, to the maximum extent permitted by Applicable Laws, no warranty, representation, condition or guarantee is given in respect of the Integrations. Integrations may not be used for the purpose of developing any product or software which substantially replicates the functionality of any part of the Services, or which competes with any of the Services.

7.3 Disclaimers. TKG does not endorse nor make any warranty, representation, condition, guarantee or promise regarding Third Party Services and assumes no liability or responsibility for the acts or omissions of any Third Party Services or any Losses arising as a result of or in connection with the same. TKG is not obligated to provide support for, maintain or rectify any issues with Third Party Services and does not guarantee their initial or continuing interoperability with the Services. Customer should contact the provider of the Third Party Services to rectify any issue.

7.4 Incorporated Third Party Services. Certain Services may incorporate Third Party Services, as TKG shall expressly identify in the applicable Service Specific Terms (e.g. TKG’s payment services rely on a third-party payment provider, and its SMS services rely on a third-party SMS operator) (each an Incorporated Third Party Service). The use of any Incorporated Third Party Service may be subject to additional terms from time to time, imposed by the provider or otherwise, as set out in the applicable Service Specific Terms and/or AUP (Incorporated Third Party Terms). If TKG’s relationship with any provider of any Incorporated Third Party Service terminates or expires for any reason, or if the Incorporated Third Party Service requires changes to the Services, TKG shall be entitled to: (a) suspend Customer's access to all or part of any impacted Service whilst TKG seeks to engage an alternative Incorporated Third Party Service; or (b) terminate all or part of any impacted Service upon giving Customer written notice, and in each case TKG shall refund to Customer a pro-rata portion of any prepaid, unused Fees in respect of the impacted Services or part thereof relating to the period following the effective date of termination, as determined by TKG in its reasonable discretion.

7.5 Data Sharing. Customer acknowledges that each of TKG and the provider of any Third Party Service is individually appointed by Customer as its service provider. If Customer enables a Third Party Service that involves access to or transfer of Customer Data within, to or from the Services, any such access or transfer is between Customer and the Third Party Service, and TKG shall be Customer’s service provider (and data processor in respect of Customer Personal Data). TKG is not responsible for any modification, loss, damage or deletion of Customer Data by any Third Party Service.

8. Fees and Billing

8.1 Invoices and Payment. TKG shall invoice Customer for the Fees in accordance with any applicable Quote/Invoice and/or Service Specific Terms. The Fees shall be paid in full in pounds sterling, are non-cancellable and (save as expressly set out in this Agreement) non-refundable. Except to the extent expressly specified otherwise in the applicable Quote/Invoice and/or Service Specific Terms, all invoices shall be payable within fourteen (14) days of receipt of invoice. Customer shall provide TKG with valid, up to date, complete and accurate billing and contact information (including a valid email address) at all times and shall promptly notify TKG of any change to this information.

8.2 Changes to Fees. Save where expressly set out in any applicable Quote/Invoice or Service Specific Terms, TKG shall not be permitted to change the amount of the Fees during the Initial Term or an Extension Term, except where the Initial Term or Extension Term exceeds twelve (12) months, in which case TKG shall be permitted to change the Fees only for the following reasons: (a) to take account of changes in student numbers (as explained in the The Key’s pricing options); (b) to reflect any increase in charges related to any Incorporated Third Party Service (Incorporated Third Party Charges) provided that TKG has identified the relevant Incorporated Third Party Charges in the applicable Service Specific Terms; and (c) once at any time in each Licence Year (but, for the avoidance of doubt, not in the first Licence Year) by an amount equal to the percentage increase in the UK Consumer Prices Index in the previous twelve (12) month period or five per cent (5%), whichever is the higher. TKG shall notify Customer of changes to Fees under this Clause and such changes shall be deemed to be legally binding with effect from thirty (30) days after the date of such notice and any change under Clause 8.2(c) shall apply from the start of the relevant Licence Year.

8.3 Changes to Fees on Renewal. TKG shall be permitted to review, increase, and change the amount of, or the payment terms relating to, the Fees in its sole discretion with effect from the start of each Extension Term, provided that TKG shall provide Customer with no less than eight (8) weeks’ prior written notice of any change to the Fees under this Clause 8.3 (Changes to Fees on Renewal).

8.4 Taxes, Withholdings and Set Off. Customer shall make all payments under this Agreement in full without any set-off, counterclaim, deduction or withholding, save only as may be required by Applicable Laws. If any such withholding or deduction is required, Customer shall, at the same time as making the payment to which the withholding or deduction relates, pay to TKG such additional amount as will, after the deduction or withholding has been made, leave TKG with the same total amount that it would have received if no such withholding or deduction had been required. Customer shall provide to TKG written evidence of any withholding tax paid or any tax exemption on which it wishes to rely. TKG shall be entitled to deduct any sum owing from Customer under this Agreement from any sum owing to Customer under this Agreement.

8.5 VAT. All amounts payable under this Agreement are exclusive of any value added tax or any equivalent or similar tax or levies imposed in any jurisdiction (VAT). TKG may invoice VAT as part of the Fees. TKG shall provide a valid VAT invoice where VAT is applicable.

8.6 Late Payment. Without prejudice to any other rights and remedies of TKG, if TKG has not received payment of an invoice by the due date for payment in accordance with this Agreement (except with respect to Fees disputed in accordance with Clause 8.7 (Disputed Fees)), interest shall accrue each day on such due amount from the due date until received in full at a rate of eight per cent (8%) a year above the base rate of the Bank of England from time to time (but at eight per cent (8%) a year for any period when that base rate is below 0%) or the maximum amount permitted by Applicable Laws, whichever is lower.

8.7 Disputed Fees. Where Customer, acting reasonably and in good faith, disputes any Fees set out in an invoice, Customer shall notify TKG in writing within fourteen (14) days of the date of the relevant invoice setting out the disputed amounts and the reason for the dispute. Any Fees not disputed in accordance with this Clause 8.7 (Disputed Fees) shall be deemed agreed to, and payable by, Customer.

9. Variation

9.1 Variations to this Agreement. TKG may, from time to time, vary any terms of this Customer Agreement, the Service Specific Terms and/or the DPA on no less than thirty (30) days’ advance notice to the Customer. Subject to Clause 9.2 (Customer Objection), continued use of the Services after the updated version of this Customer Agreement, the Service Specific Terms and/or the DPA comes into effect will constitute Customer's acceptance of such updated version.

9.2 Customer Objection. Where Customer can reasonably demonstrate that a variation under Clause 9.1 (Variations to this Agreement) adversely affects Customer (other than to an immaterial extent), Customer may, by written notice to TKG within fourteen (14) days of the date of the relevant variation notice, object to such variation (a Customer Objection), following which: (a) TKG may elect, by written notice to Customer (a Continuation Election) within fourteen (14) days of receipt of a Customer Objection (the Continuation Election Period), to permit Customer to continue using the affected Service(s) on the terms of this Agreement as in effect immediately prior to the relevant variation until the commencement of the next Extension Term (if any) for the affected Service(s); and (b) if TKG does not make a Continuation Election, or if the next Extension Term for the affected Service(s) is due to commence fewer than thirty (30) days after the date of that Continuation Election, Customer may, as its sole and exclusive remedy, terminate the affected Services by written notice to TKG within seven (7) days of the expiry of the Continuation Election Period. Where any Services are terminated under this Clause 9.2 (Customer Objection), TKG shall refund to Customer any pre-paid, unused Fees for the affected Services relating to the period following the effective date of termination.

9.3 Specific Variation Rights. For the avoidance of doubt, Clauses 9.1 (Variations to this Agreement) and 9.2 (Customer Objection) shall not apply to or limit TKG’s rights: (a) to vary the Fees, which shall only be varied in accordance with Clause 8 (Fees and Billing); or (b) to make any other update or variation expressly permitted elsewhere in this Agreement (including to the Services, Documentation, Policies and Incorporated Third Party Terms).

9.4 Authority to Agree Changes. Except as set out in Clauses 9.1 to 9.3 (inclusive), Clause 15.3 (Operational Notices) or as expressly provided otherwise in this Agreement, no variation to this Agreement is effective unless in writing and signed by an authorised signatory of each party.

10. Ownership

10.1 General. Except as expressly specified in this Agreement, neither party grants the other any rights or licences to its Intellectual Property Rights under this Agreement.

10.2 Customer IP. As between the parties, Customer owns all rights (including any Intellectual Property Rights), title and interest in and to: (a) Customer Data; and (b) the Customer Data Derived Outputs (together, Customer IP). Customer hereby grants to TKG a worldwide, non-exclusive, royalty-free licence during the Licence Term to access and use Customer IP to the extent necessary to provide, maintain, secure, support and improve the Services to Customer pursuant to this Agreement and to exercise and perform TKG’s rights and obligations under this Agreement or as may be required by Applicable Laws.

10.3 Anonymised Data and Service Data. Customer agrees that TKG may: (a) generate, collect and use Service Data; and (b) anonymise Customer Data so that it can no longer be used to identify an individual person (Anonymised Data), and may also aggregate that anonymised data with other data. TKG may use Anonymised Data and Service Data during and after the term of this Agreement: (i) for its internal business purposes, including to improve and develop its products and services; and (ii) to generate Analytics Data. TKG may make Analytics Data available to Customer in a form which identifies Customer and its Authorised Institutions, but TKG shall not otherwise publish or disclose any Analytics Data unless it is in a form that does not identify any individual person, School or Multi-Academy Trust.

10.4 Feedback. TKG welcomes and encourages Feedback. Customer may, but is not required to, provide TKG or its subcontractors with Feedback. Customer hereby grants to TKG a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free licence (with rights to sublicense) to use and otherwise exploit the Feedback without restriction or obligation.

10.5 TKG IP. As between the parties, TKG (and/or its licensors) owns all rights (including Intellectual Property Rights), title and interest in and to: (a) the Services, Documentation and any Integrations, together with any and all updates, modifications, improvements, configurations, customisations and any derivative works of the same; (b) Analytics Data and Service Data; and (c) TKG’s name, logo and the product names associated with the Services, which are trademarks of TKG or its licensors (together, TKG IP).

11. Indemnities and Insurance

11.1 TKG Indemnity. TKG shall indemnify and hold harmless Customer and its officers, directors and employees against any and all Losses incurred by Customer arising out of or in connection with any third party Claim that Customer's or an Authorised User's access to and use of the Services in accordance with this Agreement infringes any third party’s Intellectual Property Rights. If the Services infringe, or TKG reasonably believes they may infringe, the Intellectual Property Rights of any third party, TKG may, at its own expense: (a) procure the right for Customer to continue using the affected Services; (b) replace or modify the affected Services so that they become non-infringing without material loss of functionality; or (c) if such remedies are not reasonably available as determined by TKG, terminate this Agreement in relation to the affected Service(s) on notice to Customer and refund Customer any prepaid and unused Fees for the affected Services relating to the period following the effective date of termination of the affected Service(s). This Clause 11.1 (TKG Indemnity) sets out Customer's sole and exclusive rights and remedies, and TKG's (including TKG's employees', agents' and subcontractors') entire obligations and liability for infringement of any Intellectual Property Rights.

11.2 Customer Indemnity. Customer shall indemnify and hold harmless TKG and its Affiliates (and their officers, directors and employees) against any and all Losses incurred by them arising out of or in connection with any third party Claim relating to TKG’s (and its permitted subcontractors’) access to or use of any Customer Data in accordance with this Agreement, including any Claim that the Customer Data infringes any third party’s Intellectual Property Rights or breaches Data Protection Legislation.

11.3 Indemnification Process. In the event of any claim under any indemnity under this Agreement (including under any Service Specific Terms) (each an Indemnity Claim), the indemnified party shall: (a) give prompt written notice of the Indemnity Claim to the indemnifying party specifying the nature of the Indemnity Claim in reasonable detail; (b) allow the indemnifying party, at the indemnifying party’s cost, sole authority to conduct all negotiations and proceedings in relation to the Indemnity Claim and to settle or compromise the Indemnity Claim; (c) provide the indemnifying party with reasonable information, assistance and co-operation (at the indemnifying party’s cost) in the defence or settlement of the Indemnity Claim; and (d) not make any admission of fault, liability, settlement or compromise in relation to the Indemnity Claim without the prior written consent of the indemnifying party. The indemnifying party shall keep the indemnified party reasonably informed of material developments and consult with the indemnified party in good faith on the conduct of the claim. The indemnifying party shall not, without the consent of the indemnified party, settle, compromise, or otherwise dispose of any claim, or admit liability, if so doing would reasonably be expected to: (i) impose any adverse non-monetary obligation (including any acknowledgement of fault by the indemnified party), undertaking, restriction, injunction or other equitable or specific performance remedy on the indemnified party; or (ii) have a material adverse effect on the rights or interests of the indemnified party.

11.4 Insurance. TKG shall at its own cost maintain with reputable insurance companies insurance policies providing the following levels of cover: (a) public and products liability insurance with a limit of indemnity of at least £5 million for any one occurrence and in the aggregate for products liability; (b) employers’ liability insurance with a limit of at least £10 million for any one occurrence; and (c) professional indemnity insurance with a limit of at least £5 million in the aggregate. Limits may be achieved through a combination of primary and excess liability policies. Upon Customer's written request, TKG shall provide Customer with evidence confirming the contractually required level of cover is in place.

12. Liability

12.1 Unlimited Liabilities. Nothing in this Agreement limits or excludes: (a) Customer’s obligation to pay the Fees or any interest pursuant to Clause 8.6 (Late Payment); (b) the liability of either party: (i) for death or personal injury resulting from negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) any other liability to the extent that it cannot be limited or excluded under Applicable Laws; or (c) any liability of either party which is expressly stated in this Agreement (including in any Service Specific Terms) to be unlimited, or to not be subject to the limitations of liability in this Clause 12 (Liability).

12.2 Excluded Losses. Subject to Clause 12.1 (Unlimited Liabilities), neither party shall be liable (whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise) for: (a) any loss of profits or revenue (excluding any Fees that would have been payable but for the termination of this Agreement); (b) loss of anticipated savings; (c) loss of contract, business or business opportunity; (d) depletion of goodwill; or (e) any special, indirect or consequential loss, in each case arising out of or in connection with this Agreement and whether or not reasonably foreseeable and even if one party had advised the other of the possibility of such loss in advance.

12.3 General Liability Cap. Subject to Clauses 12.1 (Unlimited Liabilities), 12.2 (Excluded Losses) and 12.5 (TKG Excluded Losses), and except where Clause 12.4 (Special Claims Cap) applies, each party's total aggregate liability for all Losses and Claims arising out of or in connection with each Service shall not exceed an amount equal to the total Fees paid or payable by Customer in respect of the applicable Service during the twelve (12) months immediately preceding the date on which the event giving rise to the Claim arose, less any amounts paid or liable to be paid in satisfaction of any liability to which this Clause 12.3 (General Liability Cap) applies.

12.4 Special Claims Cap. Subject to Clause 12.1 (Unlimited Liabilities), Clause 12.2 (Excluded Losses) and Clause 12.5 (TKG Excluded Losses), each party's total aggregate liability for all Losses and Claims in respect of each Service arising out of or in connection with: (a) any and all breaches of Clause 14.2 (Confidentiality Obligations); (b) any and all breaches of Clause 2.2 (Restrictions); (c) a party’s indemnification obligations under this Agreement; and/or (d) any and all unauthorised disclosure of Customer Data caused by a breach by TKG of its obligations under the DPA, shall not exceed an amount equal to two hundred per cent (200%) of the total Fees paid or payable by Customer in respect of the applicable Service during the twelve (12) months immediately preceding the date on which the event giving rise to the Claim arose, less any amounts paid or liable to be paid in satisfaction of any liability to which this Clause 12.4 (Special Claims Cap) applies.

12.5 TKG Excluded Losses. Subject to Clause 12.1 (Unlimited Liabilities), TKG shall have no liability under or in connection with this Agreement to the extent that such liability arises from: (a) access to or use of any Service contrary to the Documentation or TKG’s written instructions, or in breach of this Agreement; (b) modification or alteration of any Services or Documentation at Customer’s direction or by any party other than TKG or its subcontractors; (c) the use of the Services in combination with any other products, services, processes, software, hardware, networks or systems or materials not provided by TKG; (d) any error, act or omission of Customer (including by any Authorised Users) in respect of the level of Access Rights granted to any Authorised User and/or Customer’s allocation of usernames and/or passwords to Authorised Users; (e) any issues with the Services that arise from Customer Data, or Customer’s use of Third Party Services; (f) delays, interruptions, errors in transmission, service failures or other problems inherent in use of or resulting from the transfer of data over communication networks and facilities, including the internet, or other systems outside TKG’s control; and (g) subject at all times to any SLA, any routine or emergency maintenance downtime carried out by TKG or its subcontractors or third party agents. Customer further agrees that nothing contained within the Services constitutes any accounting, taxation, financial, investment, legal or other advice to Customers or its Authorised Users.

12.6 Territory. The Services are designed and intended for Customers located in England only. If Customer is located outside England, or chooses to use the Services in respect of Authorised Institutions located outside England, without prejudice to any other limitation or exclusion of liability in this Agreement, and subject only to Clause 12.1 (Unlimited Liabilities), TKG shall have no liability to Customer or any Authorised Institution for any Losses arising out of or in connection with Customer's or any Authorised Institution's use of the Services outside England to the extent that those Losses would not have arisen had Customer and the relevant Authorised Institution been located within England.

12.7 Caps Not Cumulative. The caps in Clause 12.3 (General Liability Cap) and Clause 12.4 (Special Claims Cap) are not cumulative and accordingly, each party's total aggregate liability in respect of each Service for all Losses and Claims to which Clause 12.3 (General Liability Cap) and/or Clause 12.4 (Special Claims Cap) applies shall not exceed the amount of the cap set out in Clause 12.4 (Special Claims Cap). In no event will either party be liable for the same event under both Clause 12.3 (General Liability Cap) and Clause 12.4 (Special Claims Cap).

13. Term and Termination

13.1 Term of this Agreement. This Agreement shall commence on the date Customer accepts this Agreement in one of the ways set out at the beginning of this Agreement and shall continue (unless terminated earlier in accordance with its terms) until all Services have expired or have been terminated.

13.2 Licence Term and Renewals. Each Service shall commence on the Service Start Date and continue for the Initial Term. Thereafter, and except as expressly stated otherwise in the Quote/Invoice or Service Specific Terms, the Initial Term and each Extension Term shall automatically renew for successive Extension Terms unless either party terminates the provision of the Service on not less than thirty (30) days’ prior written notice to the other party, to take effect on the expiry of the Initial Term or then current Extension Term, as the case may be. If Customer terminates or purports to terminate the provision of any Service other than in accordance with the terms of this Agreement, Customer shall be liable to pay any Fees that TKG has invoiced or would be entitled to invoice in accordance with the terms of this Agreement for the Initial Term and to the extent applicable, any subsequent Extension Term, but for the termination.

13.3 Termination for Cause. Without prejudice to any other rights or remedies, either party may terminate this Agreement or the provision of any Service at any time with immediate effect by giving written notice to the other if the other party: (a) commits a material breach (including where multiple breaches in aggregate amount to a material breach) of this Agreement which is not capable of remedy or, if capable of remedy, which the defaulting party fails to remedy within thirty (30) days of receiving notice from the other requiring it to do so; or (b) (i) is unable to pay its debts as defined in section 123 of the Insolvency Act 1986; (ii) has steps taken for a receiver, administrator or manager to be appointed over the whole or a material part of its business or assets; (iii) is subject to an order being made, a resolution passed or other steps being taken for its winding-up (except for the purposes of a bona fide solvent reorganisation), bankruptcy or dissolution; (iv) proposes or enters into any composition or arrangement with its creditors generally or any class of them; (v) ceases to carry on business or claim the benefit of any statutory moratorium; or (vi) if any event occurs, or proceedings taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Clause 13.3(b) (Termination for Cause).

13.4 Suspension Rights. If TKG has not received payment of an invoice (except with respect to Fees disputed in accordance with Clause 8.7 (Disputed Fees)) by the due date for payment in accordance with this Agreement and Customer remains in default not less than fourteen (14) days after being notified to make such payment (which will constitute a material breach by Customer not capable of remedy for the purposes of Clause 13.3 (Termination for Cause)), then, without prejudice to any other rights and remedies of TKG (including under Clause 13.3 (Termination for Cause)), TKG may, in each instance and without liability to Customer, suspend, disable access to, or restrict the Services (at TKG’s option) with immediate effect by giving written notice to Customer. TKG shall have no obligation or liability to provide any of the Services whilst any overdue Fees in accordance with this Clause 13.4 (Suspension Rights) remain unpaid.

13.5 Effect of Termination. If this Agreement (as a whole) is terminated for any reason at any time, all Services and Quote/Invoices issued thereunder shall terminate simultaneously. In relation to each Service, upon expiry or termination of the Service for any reason: (a) all rights and licences granted to Customer under this Agreement shall immediately cease and Customer shall cease all activities authorised by this Agreement in connection with that Service; (b) TKG shall be entitled to disable Customer's access to the relevant Service; (c) subject to Clause 13.5(d), each party shall return or (if the other requests) destroy all Confidential Information of the other (and all copies of the same) provided or made available in connection with this Agreement in respect of that Service, provided that each party shall be entitled to retain the other’s Confidential Information to the extent required by any Applicable Laws or to satisfy the requirements of a regulatory authority or body of competent jurisdiction; and (d) unless expressly stated otherwise in any Service Specific Terms, TKG shall delete all Customer Data and Customer acknowledges that following termination, it will have no further access to any Customer Data.

14. Confidentiality and Freedom of Information

14.1 Exceptions. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) was authorised for disclosure in writing by the discloser.

14.2 Confidentiality Obligations. Each party shall use the same degree of care as it uses for its own confidential information of like nature (but no less than reasonable care and skill) to protect the other party’s Confidential Information and hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than to fulfil its obligations and exercise its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided the receiving party procures their compliance with and procures they are bound to confidentiality obligations no less protective than this Clause 14 (Confidentiality and Freedom of Information). Each party shall immediately notify the other in writing if any unauthorised access, use or disclosure of the other’s Confidential Information has taken place or is reasonably likely to take place save that where the Confidential Information contains Customer Personal Data, the time periods for notifying the other party shall be as set out in the DPA. Nothing in Clause 14 (Confidentiality and Freedom of Information) restricts TKG's disclosure of Analytics Data in accordance with Clause 10.3 (Anonymised Data).

14.3 Disclosure Required by Law. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable Laws, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as is reasonably practicable and, where notice of disclosure is not prohibited and is given in accordance with this Clause 14.3 (Disclosure Required by Law), it takes into account the reasonable requests of the other party and uses reasonable endeavours to avoid or limit such disclosure. This Clause 14.3 (Disclosure Required by Law) shall not apply to requests for information made under the FOIA, which shall be governed by Clause 14.4 (Freedom of Information).

14.4 Freedom of Information. TKG acknowledges that Customer may be subject to the requirements of the Freedom of Information Act 2000 (FOIA). TKG shall: (a) provide reasonable assistance and cooperation as reasonably requested by Customer to enable Customer to comply with its obligations under the FOIA; (b) transfer to Customer all requests or apparent requests for information under the FOIA relating to this Agreement that it receives as soon as practicable and, in any event, without undue delay; (c) promptly provide Customer with a copy of all Information (as defined in section 84 of FOIA) belonging to Customer requested in the request for information which is in its possession or control; and (d) not respond directly to a request for information in respect of Customer unless authorised in writing to do so by Customer. Customer shall take all reasonable steps to (i) notify TKG of a request for information (in accordance with the Cabinet Office's Freedom of Information Code of Practice issued under section 45 of the FOIA); and (ii) prior to responding to any request for information, discuss with TKG whether any information held by TKG in relation to any such request may be withheld from disclosure on the basis that one or more exemptions under FOIA apply.

14.5 Announcements. Subject to Clause 14.6 (Publicity), neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by Applicable Laws (including public procurement laws), any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

14.6 Publicity. Upon prior written approval from Customer, and subject to any trademark usage guidelines provided to TKG, TKG may include Customer’s name, logo and branding for the purposes of marketing TKG's products and services (including in TKG's promotional material, marketing material, announcements and other similar materials), provided always that Customer may revoke such consent at any time and once revoked, TKG shall stop using the same in new materials as soon as reasonably possible.

15. Notices

15.1 General. Subject to Clause 15.3 (Operational Notices), all notices required to be given under or in connection with this Agreement shall be in writing and shall be delivered by hand, or sent by expedited pre-paid recorded delivery or email, and shall be deemed to be properly served, if correctly addressed in accordance with Clause 15.2 (Notice Details), if delivered by: (a) hand during Working Hours, when delivered at the relevant address (or if delivery is not during Working Hours, at 8.30am on the first Working Day following delivery); (b) expedited pre-paid recorded delivery, on the second Working Day after posting (or, if the address for the recipient is outside the country in which the sender is located, on the fifth Working Day after posting); and (c) email during Working Hours, at the time of transmission (or if transmission is not in Working Hours, at 8.30am on the first Working Day following transmission) provided that the sender did not receive a delivery failure notice at the time of sending.

15.2 Notice Details. The notice details for each party are as follows: (a) for TKG: (i) address: its registered office address; and (ii) email: [email protected]; and (b) for Customer: (i) address: its registered address; and (ii) email: as set out in the relevant Quote/Invoice, provided that where the Services include a feature which allows Customer to specify a contact and email address for the purposes of certain notices under this Agreement, and Customer has specified such details using that feature, the email address so specified shall be treated as Customer's email address for the purposes of those applicable notices under this Clause 15.2 (Notice Details). Either party may change the notice details in this Clause 15.2 (Notice Details) by written notice to the other party.

15.3 Operational Notices. TKG may provide Operational Notices via email, on its website and/or through the Services, and may offer functionality to enable Customer to subscribe to receive email notice of Operational Notices. Operational Notices are notices provided by TKG of general application to TKG’s customers of the applicable Services.

15.4 Legal Proceedings. This Clause 15 (Notices) 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.

16. General

16.1 Order of Precedence. To the extent of any conflict between any of the terms of this Agreement, the following order of precedence shall be followed (highest priority first): (a) the Quote/Invoice; (b) any Service Specific Terms (but only with respect to their subject matter); (c) the terms of this Customer Agreement; and (d) the Policies, except that the DPA will control with respect to all matters relating to the processing of Customer Personal Data under this Agreement.

16.2 Anti-Bribery and Anti-Corruption. Each party shall in relation to this Agreement: (a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) establish, maintain and enforce throughout the term of this Agreement policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and subclause 16.2(b); and (d) promptly notify the other party (in writing) if it becomes aware of any breach of subclauses 16.2(a) or (b), or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement.

16.3 TUPE. The parties acknowledge and agree that they do not consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any equivalent regulations in any jurisdiction (together, TUPE) shall apply on entry by the parties into this Agreement or commencement of delivery of the Services to Customer or upon the expiry or termination of this Agreement or the cessation of provision of the Services to Customer. In the event that any person claims their employment at one party (transferor) has, or any liabilities associated with their employment have, transferred to the other party (transferee) pursuant to TUPE, the transferee may, within one month of becoming aware of such claim or assertion, terminate the employment of such person and the transferor shall indemnify and keep indemnified the transferee against all Losses incurred by the transferee arising out of or in connection with that person’s employment and its termination by the transferee.

16.4 Force Majeure. Neither party shall be liable for any delay or failure in the performance of its obligations (excluding payment of Fees) for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control, including: strikes, lock-outs or other industrial disputes (whether involving a party’s workforce or any other party); failure of a utility service or transport or internet or telecommunications network; act of God; war, riot, civil commotion, malicious damage; compliance with any Applicable Laws or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire; flood; storm; or default of suppliers or subcontractors (other than a party’s Affiliates). The affected party shall promptly notify the other party in writing of the start of a force majeure event and shall use reasonable endeavours to limit the effect of the force majeure event on the performance of its obligations. If the force majeure event prevents or delays the affected party’s performance of its obligations for a period of more than thirty (30) days, the other party may terminate this Agreement on no less than thirty (30) days’ prior written notice.

16.5 Injunctive Relief. Each party acknowledges that monetary damages alone may not be a sufficient remedy for a breach of confidentiality obligations or use of the other’s Intellectual Property Rights otherwise than in accordance with this Agreement, and that the other party shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

16.6 No Waiver. A waiver of any right or remedy is only effective if given in writing by a party and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy by a party does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance. If any provision or part-provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. In such an event, 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.

16.8 Entire Agreement, Exclusion of Other Terms. Save where TKG expressly agrees in writing that Customer’s terms may apply (by using clear and express words to that effect): (a) this Agreement represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement between TKG and Customer relating to its subject matter; and (b) each party agrees that it has not relied on any representation, undertaking or promise given by the other, whether express or implied, that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Save where TKG expressly agrees in writing that Customer’s terms may apply (by using clear and express words to that effect), the terms of this Agreement apply to the exclusion of any other terms that Customer seeks to impose or incorporate (including any purchase orders, sales orders or invoices).

16.9 Third Party Rights. Any person who is not a party to this Agreement shall not be entitled to enforce any term of this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

16.10 Assignment and Other Dealings. Customer may not assign, transfer, novate, charge, subcontract or deal in any other manner with any of its rights or obligations under this Agreement without TKG’s prior written consent. TKG may, in whole or in part, assign, transfer, novate, charge and otherwise deal in any other manner with any right or obligation under this Agreement without Customer’s consent. TKG will notify Customer as soon as reasonably practicable after any such event occurring.

16.11 Subcontracting. Subject to the terms of the DPA, TKG may subcontract any or all of its rights and obligations under this Agreement to any of its Affiliates, or to any other third party without the prior written consent of Customer provided that TKG shall be responsible for the performance of its obligations under this Agreement, including the Services.

16.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement. Transmission of the executed signature page of a counterpart of this Agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

16.13 Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including: Clauses 10, 11, 12, 13.5, 14, 15, 16.3, 16.5, 16.6, 16.7, 16.9, 16.13, 16.14, 16.15 and 16.16. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

16.14 Remedies Not Exclusive. Except as expressly set out 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.

16.15 No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.16 Governing Law and Jurisdiction. 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 laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle the same.

17. Definitions

17.1 The following definitions and rules of interpretation apply to this Agreement:

Acceptable Use Policy or AUP means TKG’s acceptable use policy for the Services available at thekeysupport.com/documents/acceptable-use-policy/, as TKG may update from time to time in accordance with its terms.

Access Rights means the roles, permissions and level of access assigned by or on behalf of Customer (or its Authorised Institutions) to an Authorised User in respect of the Services, including the extent to which they can view, create, edit, delete, or export Customer Data.

Affiliate means, in relation to an entity, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that entity from time to time, where Control means the direct or indirect ownership of more than 50% of the voting securities (or equivalent voting rights) of an entity, or the power to direct or cause the direction of the management and policies of an entity.

Agreement means this Customer Agreement, together with the applicable Service Specific Terms, all Quote/Invoices, the DPA and the Policies.

AI Features means generative artificial intelligence technologies, models and functionalities made available by TKG within the Services from time to time in accordance with the Service Specific Terms - AI Features.

Analytics Data means data, statistics, insights, benchmarks, reports, models, tools and other materials, in any form or medium, that TKG generates from Anonymised Data or Service Data, whether alone or in combination with other data.

Anonymised Data has the meaning given to it in Clause 10.3 (Anonymised Data).

API means an application programming interface made available by TKG to Customer to enable Customer either to: (a) interface directly with the Services; or (b) permit a Third Party Service authorised by Customer to interface with the Services.

Applicable Laws means all applicable laws, statutes and regulations from time to time in force, including Data Protection Legislation.

Authorised Institution means any School located within the United Kingdom and under the authority of Customer, as expressly specified on a Quote/Invoice as being entitled to receive the benefit of the Services.

Authorised Users means, save where expressly stated otherwise in any Service Specific Terms, those individuals who are authorised by Customer to access the Services, being: (a) an employee, consultant, governor, trustee, contractor or agent of Customer or of any of Customer’s Authorised Institutions; or (b) a supplier or other service provider to Customer or of any of Customer’s Authorised Institutions (including any Third Party Services) that need to access the Services for the purposes of fulfilling their obligations to Customer (or its Authorised Institutions).

Beta/Introductory Services has the meaning given to it in Clause 1.2 (Beta Services & Free Trials).

Claim means any action, claim, demand, allegation or proceedings.

Confidential Information means any and all information that is proprietary and/or confidential in nature and is either clearly labelled as such or would, by its nature, reasonably be considered to be confidential, and in the case of TKG, includes any Service, technology, know-how, methodology of supply, business, development or finances of TKG (including any Service, Documentation and TKG IP). Customer acknowledges that non-public details of the Services, pricing, the results of any performance tests of the Services and/or otherwise any information which would be exempt from disclosure in accordance with the provisions of the FOIA constitute TKG's Confidential Information. For the avoidance of doubt, the existence of this Agreement shall not constitute Confidential Information.

Customer Agreement means the terms and conditions set out herein.

Customer Data means all data, content and materials (including Customer Personal Data) that is inputted, uploaded or otherwise submitted to the Services by or at the direction of Customer or its Authorised Users, including through integrations with Third Party Services, but excluding TKG IP.

Customer Data Derived Outputs means, in relation to a Service, data, content, material and other information created or generated by Customer’s or an Authorised User's use of the Services to the extent derived from Customer Data, excluding any TKG IP.

Customer IP has the meaning given in Clause 10.2 (Customer IP).

Customer Personal Data has the meaning given to it in the DPA.

Data Protection Legislation has the meaning given to it in the DPA.

Divested Authorised Institution has the meaning given to it in Clause 5.2 (Divested Authorised Institutions).

Documentation means TKG’s online service guides and standard technical documentation made available to Customer from time to time for the applicable Services, as specified in the Service Specific Terms or as otherwise made available by TKG.

DPA means the TKG data processing agreement available at thekeysupport.com/documents/data-processing-agreement/.

Extension Term means, in respect of each Service, a period of twelve (12) months from the end of the Initial Term or then current Extension Term, as applicable.

Feedback means comments, questions, suggestions or other feedback, whether in writing or oral, provided by Customer and Authorised Users relating to any Service. Feedback does not include any Customer Data.

Fees means the charges and other amounts payable by Customer to TKG under this Agreement, including those set out in any Quote/Invoice.

FOIA has the meaning given to it in Clause 14.4 (Freedom of Information).

Incorporated Third Party Service and Incorporated Third Party Terms have the meaning given to them in Clause 7.4 (Incorporated Third Party Services).

Indemnity Claim has the meaning given to it in Clause 11.3 (Indemnification Process).

Initial Term means, in respect of each Service, the initial term for the provision of the Service commencing on the Service Start Date and ending on the date identified in the applicable Quote/Invoice.

Integration means a method made available by TKG to Customer to enable Customer either to: (a) interface directly with the Services; or (b) permit a Third Party Service authorised by Customer to interface with the Services, and includes APIs, manual integration, and such other technical methods as TKG may make available from time to time.

Intellectual Property Rights means any and all intellectual property rights of any nature in the world including copyright and related rights, rights in computer software (including object code and source code), database rights, topography rights, rights in data or confidential information (including know-how and trade secrets), rights in or to inventions, utility models, patents, trade marks, trade names, service marks, business and domain names, design rights, rights in trade dress or get-up, rights in goodwill and the right to sue for passing off, unfair competition rights, and all other similar or equivalent rights or forms of protection, and in each case: (a) whether or not registered; (b) including all applications to protect or register such rights; (c) including all renewals or extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing.

Licence Term means, in respect of each Service, the Initial Term and any Extension Terms.

Licence Year means, in respect of each Service, each period of twelve (12) calendar months commencing on the Service Start Date and each anniversary thereof.

Losses means all liabilities, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees and costs) and whether arising in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.

On-Premises Software means software installed and run on Customer’s own servers and infrastructure, rather than being hosted or made available by or on behalf of TKG or its Affiliates via the cloud.

Operational Notices has the meaning given in Clause 15.3 (Operational Notices).

Performance Warranty has the meaning given to it in Clause 3.2 (Performance Warranty).

personal data has the meaning given to it in the DPA.

Policies means the AUP, TKG’s Privacy Statement, any applicable Service Level Agreements and any additional policies specified in the Service Specific Terms (including any support policy) as TKG may update from time to time.

Privacy Statement means TKG’s privacy statement available at thekeysupport.com/documents/privacy-statement/, as TKG may update from time to time in accordance with its terms.

Purpose means, in respect of each Service, the purpose of using the Service for Customer's or its Authorised Institutions’ internal and non-commercial purposes as set out in or contemplated by the Documentation. For the avoidance of doubt, the Purpose does not include any commercial purposes of Customer or of any third party.

Quote/Invoice means the quote or invoice for the Services which shall include the details of the Service(s) to be provided, the duration of the Initial Term, the Fees, any special conditions that may also apply to this Agreement and any changes to a previous Quote/Invoice (constituting a Change Order).

Relevant Requirements has the meaning given to it in Clause 16.2 (Anti-Bribery and Anti-Corruption).

School means a single school as identified by its unique Department for Education School/Establishment Number (URN/DfE Number) or, where the school is located outside England and Wales, by the equivalent unique school or establishment identifier issued by the relevant governmental or regulatory authority in that jurisdiction.

Service Data means: (a) data relating to Customer’s relationship with TKG, including data provided in connection with the creation, administration, support or billing of Customer's account; and (b) telemetry, log, configuration, device, performance, security and usage data collected or generated by TKG as the Services are accessed and used by Customer and its Authorised Users.

Service Level Agreement or SLA means the service level commitments, if any, for the relevant Service as set out in the applicable Service Specific Terms. A Service Level Agreement may be updated by TKG from time to time by notice to Customer provided that no update will materially decrease TKG’s responsibilities under the applicable Service Level Agreement.

Services means the products and services (including, where applicable, AI Features and Professional Services) provided by TKG to Customer pursuant to a Quote/Invoice.

Service Specific Terms means terms that apply only to specific Services or features, including for AI Features, made available at thekeysupport.com/documents/customer-agreement/#service-specific-terms-ai-features.

Service Start Date means, in respect of each Service, the date identified in the applicable Quote/Invoice or, if earlier, the date this Agreement is deemed accepted in accordance with this Agreement.

TKG IP has the meaning given to it in Clause 10.5 (TKG IP).

Third Party Services means any services, products, apps, tools or technologies which are presented through or which interoperate with a Service and which are provided to Customer by a party other than TKG or its Affiliates.

Trial Period has the meaning given to it in Clause 1.2 (Beta Services & Free Trials).

Trial Services has the meaning given to it in Clause 1.2 (Beta Services & Free Trials).

TUPE has the meaning given to it in Clause 16.3 (TUPE).

VAT has the meaning given to it in Clause 8.5 (VAT).

Working Hours means 8.30am to 5pm (UK time) Monday to Friday, excluding public and bank holidays, and Working Day shall be construed accordingly.

17.2 In this Agreement: (a) the headings and titles are for convenience only and shall not affect the construction or interpretation of this Agreement; (b) any obligation not to do an act or thing includes an obligation not to agree, allow, permit or acquiesce to that act or thing being done; (c) any reference to any enactment or statutory provision or subordinate legislation shall be construed as a reference to it as from time to time replaced, amended, consolidated or re-enacted (with or without modification) and includes all orders, rules or regulations made under such enactment; (d) unless the context requires otherwise, words in the singular shall include the plural and vice versa and words importing one gender include all genders; (e) any reference to a “person” includes individuals, firms, partnerships, companies, corporations, associations, organisations, trusts, statutory bodies or foundations (whether or not having separate legal personality); and (f) the words including, other, in particular, for example and similar words shall not limit the generality of the preceding words and shall be construed as if they were immediately followed by the words "without limitation".

Service Specific Terms - AI Features

These Service Specific Terms - AI Features apply to any AI Features in the Services and form part of, and are incorporated into, this Agreement. Capitalised terms not defined in these Service Specific Terms will have the meanings given to them in the Customer Agreement.

1. Definitions

The following definitions apply to these Service Specific Terms:

Input means any data, content, information, prompts or materials (in whatever medium) that Customer and any Authorised User provides, uploads, or makes available to an AI Feature, excluding any TKG IP contained therein.

Output means the content generated and returned to Customer or Authorised User by an AI Feature (in any medium) resulting from an Input, excluding any TKG IP contained therein.

2. Provision of AI Features

2.1 Identifying AI Features. TKG will identify AI Features within the Services or the applicable Documentation. TKG may update its AI Features from time to time, and integrate, modify, or discontinue AI Features at its sole discretion and without prior notice.

2.2 Usage Limits and Suspension and Termination Rights. Customer agrees to any usage limits for AI Features (based on Customer’s package and School phase) as set out in the Quote/Invoice or Documentation, as applicable. TKG may monitor Customer's use of the AI Features. To protect the ecosystem and ensure fair use, TKG reserves the right to immediately limit, suspend, disable or terminate Customer’s access to any AI Features if TKG reasonably determines that Customer’s usage: (a) breaches this Agreement, including the AUP; (b) circumvents or attempts to bypass any capacity constraints or rate limits specified in the applicable Quote/Invoice or Documentation; (c) negatively impacts the security, stability, performance, integrity, or commercial viability of the Services; or (d) constitutes abuse or otherwise threatens to impose legal or financial liability on TKG.

3. Input and Output Data

3.1 Ownership. The AI Features provide Output in response to Input. Input and Output are Customer Data (and Customer Personal Data, as applicable) under this Agreement.

3.2 DPA. The DPA applies to the processing of all Input and Output which is Customer Personal Data.

3.3 TKG’s Obligations. TKG will not permit its subcontractors to use Input or Output to train or improve their AI models.

3.4 Customer’s responsibility for Output. Customer is solely responsible for its, and its Authorised Users’, use of the AI Features, including evaluating, and instructing its Authorised Users to evaluate, whether the Output is appropriate for Customer’s intended use and is factually accurate, having regard to Applicable Laws and regulatory obligations applicable to Customer. Customer assumes all risks associated with the use of or reliance on the Output and must, and must instruct its Authorised Users to, exercise independent professional judgment (including by using human review) before relying on, publishing, modifying, or acting upon any Output.

3.5 Customer’s obligations for use of an AI Feature and Input. Customer must not (and must not permit its Authorised Users to): (a) provide Input that violates third-party rights, including Intellectual Property Rights and privacy rights, or Applicable Laws (including Data Protection Legislation), or is intended to, or would reasonably be expected to, generate Output that does so; (b) use the AI Features or any Outputs in violation of TKG's AUP or any relevant third party terms, policies or other agreements applicable to Customer’s use of the AI Features (as may be referred to in our AUP, and which may be updated from time to time); and (c) represent that the Output is entirely human-generated, or that it is approved or endorsed by TKG. Customer is responsible for all Input provided by any Authorised User. TKG may, but is not obligated to, use available technologies to screen for and block Input or Output that may violate Applicable Laws, third-party rights, or this Agreement (including the AUP).

4. Agents

Agents are AI Features that Authorised Users may direct to take certain actions on behalf of Customer (Agents). Agents may be created by Customer, provided by TKG, or provided by third parties as Third Party Services. Customer is solely responsible for its use of Agents, including determining whether any actions Agents may take are appropriate for Customer’s intended use and appropriately supervising such actions. Customer must not use Agents in a manner that either breaches this Agreement (including the AUP), violates third-party rights, including Intellectual Property Rights and privacy rights, or Applicable Laws (including Data Protection Legislation) or is intended, or would reasonably be expected, to do so.

5. Disclaimer

The AI Features aim to provide useful and relevant results but, notwithstanding anything else in this Agreement to the contrary, to the maximum extent permitted by Applicable Laws, TKG disclaims and excludes all warranties, representations, conditions or guarantees and all other terms of any kind whatsoever (whether express or implied by statute, common law, course of dealing or otherwise) and provides no indemnities with respect to the accuracy, completeness, reliability, or suitability of the Output, including any implied warranties that the Output will not violate the rights of a third party or any Applicable Laws. Due to the nature of machine learning and generative AI: Outputs may be inaccurate, incomplete, misleading, or inappropriate; the same or similar Input may yield differing Output; Output does not represent the opinions, views, or endorsements of TKG or its subcontractors; and Output may not be protected by Intellectual Property Rights.

Service Specific Terms - The Key

These Service Specific Terms – The Key apply to The Key Services (as defined below) and form part of, and are incorporated into, the Agreement. Capitalised terms not defined in these Service Specific Terms will have the meanings given to them in the Customer Agreement.

1. Definitions

The following definitions apply to these Service Specific Terms:

Adopted Policy means a Model Policy or Template or other document originally forming part of The Key Content, which Customer has adapted and adopted as a policy or document during the Licence Term.

Central Users has the meaning given to it in paragraph 3.1 (Central Users) of these Service Specific Terms.

Group Licence means a licence for The Key Services granted to Customer for the benefit of the Customer and one or more Authorised Institutions (e.g. where Customer is a Multi-Academy Trust, Local Authority, diocesan body or other comparable body).

Model Policies and Templates means model policies, templates and similar documents, made available by TKG through The Key Services and designed to be adapted by Customer to Customer’s particular context.

The Key Content means all content made available by TKG through The Key Services, including articles, guidance, Model Policies and Templates, checklists, training materials, videos, chat-assistant responses and in-service communications to Authorised Users, in any medium or form, and including Third Party Content.

The Key Services means the subscription-based information, guidance, governance, professional development and related resource services provided by TKG under “The Key” brand, including: Leaders; Safeguarding; CPD; Key GPT and any other service made available under The Key brand from time to time, and includes The Key Content.

Third Party Content means any of The Key Content which is identified as produced or supplied by a third party (including any government agency, national association, expert or local authority) or content made available via links to third-party websites or resources.

2. The Key Services

2.1 Invoices and Payment. Save as otherwise set out in any Quote/Invoice, TKG shall invoice Customer the Fees annually in advance.

2.2 Auto-renewal. The Key Services shall auto-renew in accordance with Clause 13.2 (Licence Term and Renewals) of the Agreement.

2.3 Support. TKG will provide support in respect of The Key Services as described in TKG’s Support Policy, as TKG may update from time to time.

2.4 Security. The Key Service’s Trust & Safety program is explained at https://thekeysupport.com/trust-and-safety-program/, as updated from time to time.

2.5 AI Features. The Key Services include AI Features, which are subject to and governed by the Service Specific Terms - AI Features.

3. Sharing Access to The Key Services

3.1 Central Users. Where Customer has purchased a Group Licence and Customer wishes to grant Access Rights to an Authorised User who is not assigned to any specific School within that Group Licence (for example, central staff of a Multi-Academy Trust or Local Authority, Central Users), Customer shall be required to purchase additional licences for such Central Users as set out in the Documentation or otherwise notified by TKG.

3.2 Access Rights Sharing. Customer shall comply with any technical requirements applicable to the granting of Access Rights for Group Licences specified in the Documentation or via the Services from time to time.

4. The Key Content

4.1 Ownership. As between: (a) TKG (and its licensors) and (b) Customer, TKG (and its licensors) retains all right, title and interest (including Intellectual Property Rights) in and to The Key Content.

4.2 Permitted Use. TKG grants Customer a non-exclusive, non-sublicensable, non-transferable, revocable licence for the Licence Term to permit Authorised Users to download, save and reproduce The Key Content (excluding any Third Party Content which shall be subject to paragraph 6 (Third Party Content) below) in any media or format, and to adapt and modify Model Policies and Templates strictly for the Purpose and subject to the restrictions in paragraph 5 (The Key Content Restrictions) of these Service Specific Terms.

4.3 Content Updates. TKG may (but is under no obligation to) amend or update The Key Content, including Model Policies and Templates, at any time without notice. Customer is responsible for checking for updates and determining whether updated content should be incorporated into Customer’s own policies, processes and practices.

4.4 Linking Policy. Customer must not use The Key Services (including The Key Content), or link to them, in any manner suggesting association, approval or endorsement by TKG (unless expressly agreed in writing by TKG in each instance) or that circumvents access controls.

4.5 Limited Warranty. TKG warrants that: (a) The Key Content (excluding Third Party Content) will be provided using reasonable skill and care; and (b) TKG shall use reasonable endeavours to ensure that The Key Content (excluding Third Party Content) follows applicable statutory requirements and good practice guidelines at the point of publication. The Key Services are provided for general information and educational purposes only and do not constitute legal, regulatory, employment, financial, safeguarding, health and safety, accounting or other professional advice. Customer is solely responsible for evaluating the suitability, applicability and fitness for purpose of The Key Services for Customer’s requirements. Customer is solely responsible for, without limitation, (a) reviewing, adapting and validating The Key Content; (b) verifying The Key Content before relying on it, including seeking independent professional advice where necessary; and (c) all decisions, actions and omissions taken in reliance on The Key Services.

4.6 Disclaimer. Customer understands and agrees that except as expressly set out in this Agreement and to the maximum extent permitted by Applicable Laws: (a) no warranty, representation, condition or guarantee is given that The Key Services are free from defects or that they are bug, virus or error free or that access to them will be uninterrupted; (b) The Key Services are provided on an "as is" and “as available” basis; (c) The Key Services have not been developed to meet Customer's individual requirements; (d) TKG excludes all liability for any Losses arising from any reliance on, or decision made on the basis of, The Key Services; and (e) TKG shall not be liable for any Losses arising from Customer’s use, reliance on or inability to use The Key Services.

4.7 Indemnity for Content Misuse. Customer shall indemnify and hold harmless TKG and its licensors against any and all Losses arising from any third-party Claim resulting from Customer’s or any Authorised User’s use of The Key Services (including The Key Content) otherwise than in accordance with these Service Specific Terms, including any Losses in connection with the: (a) redistribution or commercialisation of any of The Key Services (or The Key Content); and/or (b) removal of attribution or unauthorised use of any of The Key Services (or The Key Content). Clause 11.3 (Indemnification Process) of the Customer Agreement shall apply to any indemnity claim under this paragraph 4.7 (Indemnity for Content Misuse). Notwithstanding Clauses 12.3 (General Liability Cap) and 12.4 (Special Claims Cap) of the Customer Agreement, Customer's liability under this paragraph 4.7 (Indemnity for Content Misuse) is unlimited.

5. The Key Content Restrictions

5.1 Distribution Restrictions. The Key Services (including The Key Content) must not be (in whole or in part): (a) distributed or communicated to, or published or otherwise made available to, any person who is not an Authorised User; or (b) reproduced or incorporated in any other work or publication in any medium, except that, subject to paragraph 6 (Third Party Content) of these Service Specific Terms:

5.1.1 Internal Circulation. Customer may circulate copies of The Key Content for internal purposes to, and may incorporate The Key Content into internal presentations for, Customer’s and its Authorised Institutions’ employees, contractors, trustees and governors, provided that circulation is limited to what is reasonably necessary for the Purpose; and/or

5.1.2 Model Policies and Templates. Authorised Users may adapt Model Policies and Templates and make them available to relevant stakeholders of Customer and its Authorised Institutions (such as employees, contractors, parents, pupils, governors, trustees) strictly for the purpose of implementing Customer’s or its Authorised Institutions’ own policies or procedures.

5.2 Attribution and Branding. Customer must not remove or obscure any copyright, trademark, watermark or proprietary notice in The Key Services (including The Key Content), nor use images, video, audio or graphics separately from accompanying text. The Key Content created by TKG in partnership with third parties may be subject to additional attributions, restrictions or licence terms identified within or alongside such content, which Customer shall comply with and shall procure Authorised Users comply with.

5.3 Restrictions on Bulk Access and Automated Use. Customer shall, and shall procure that its Authorised Users shall, access and download The Key Content only in such volumes and at such frequency as is reasonable and proportionate to Customer's ordinary, permitted use of The Key Services for the Purpose. Without limiting the foregoing, Customer shall not, and shall procure that its Authorised Users shall not, use any automated means (including bots, scripts, crawlers, spiders or scraping tools) to access, scrape, download or index The Key Content, or create or compile an independent archive, database or resource.

6. Third Party Content

6.1 Third Party Content. Where The Key Content is identified as Third Party Content, the permissions granted in paragraph 5.1 of these Service Specific Terms do not apply and Customer may not use such Third Party Content except as expressly permitted by the relevant third party. All rights in Third Party Content are owned by the relevant third parties. Customer must contact the relevant third party directly for permission to use Third Party Content. Advice, opinions or statements in Third Party Content are those of the third party, not TKG. Third Party Content is not approved, vetted or endorsed by TKG and TKG accepts no responsibility for its contents. This paragraph does not apply to TKG’s Model Policies and Templates that have been created in partnership with third parties, as indicated by the attributions in those materials.

6.2 Linked third-party sites. Links to third-party websites are provided for convenience only. TKG has no control over, and accepts no responsibility for, the content, accuracy, availability, security or practices of third-party websites. Links do not imply endorsement. To the maximum extent permitted by Applicable Laws, TKG excludes all liability for any Losses arising from use of any such websites.

6.3 Disclaimers for Third Party Content. Third Party Content is delivered "as-is” and "as-available” and, notwithstanding anything else in this Agreement to the contrary, TKG: (a) to the maximum extent permitted by Applicable Laws, disclaims and excludes all warranties, representations, conditions and guarantees and all other terms of any kind whatsoever (whether express or implied by statute, common law, course of dealing or otherwise) in respect of the Third Party Content; and (b) provides no indemnities (including under Clause 11.1 (TKG Indemnity) of the Customer Agreement), technical support or service level agreements in respect of any Third Party Content. This paragraph does not apply to TKG’s Model Policies and Templates that have been created in partnership with third parties, as indicated by the attributions in those materials.

7. Customer Contributions

7.1 Submission of Content. Customer and its Authorised Users may post, submit or upload ideas, content and material (including comments, suggestions, forum posts and templates) to TKG or through a feature of The Key Services that permits user submissions for the purpose of sharing knowledge and supporting other Schools (Customer Contributions). Customer Contributions are intended to be shared, and shall not constitute Customer Data or Confidential Information. For reasons of confidentiality, Customer should not submit (and TKG will not answer) any specific questions about circumstances relating to Customer, an Authorised Institution or an identifiable individual, and any information uploaded in contravention of this paragraph is at Customer's own risk.

7.2 Ownership and Rights. As between: (a) Customer (and its Authorised Users) and (b) TKG, Customer (and its Authorised Users) owns all title, rights and interest (including any Intellectual Property Rights) in and to Customer Contributions. Customer hereby grants (and shall procure that its Authorised Users hereby grant) to TKG on submission of any Customer Contributions a worldwide, royalty-free, irrevocable, perpetual, non-exclusive, sublicensable and transferable right and licence to: (a) use, store, reproduce, distribute, display and make Customer Contributions available in The Key Services (including The Key Content) and other products and services of its group; (b) copy, adapt, edit, modify and create derivative works from Customer Contributions and permit other customers to do the same; and (c) publish or post Customer Contributions or ideas derived from them to inspire other customers.

7.3 Attribution and Anonymity. Unless Customer or any Authorised Users posts anonymously (where that option is available), TKG may display Customer's or any Authorised User’s name, School and social media handle alongside the Customer Contribution.

7.4 Warranties and Indemnity. Customer warrants and represents that: (a) all Customer Contributions are original to Customer or the relevant Authorised User; (b) Customer has and will maintain (and will procure that all Authorised Users have and will maintain) all rights, consents, permissions, authorisations and licences necessary to submit the Customer Contribution and grant the rights in paragraph 7.2 (Ownership and Rights); (c) the Customer Contribution does not and will not, and TKG’s use of it in accordance with this Agreement will not, infringe any Intellectual Property Rights, privacy rights or other rights of any third party; (d) Customer Contribution does not contain anything unlawful, defamatory, obscene, sexually explicit, hateful, discriminatory, threatening, harmful, fraudulent or otherwise illegal, and does not promote violence; (e) Customer Contribution does not contain malware or other code or material designed to disrupt, damage or gain unauthorised access to systems or data; and (f) where Customer Contribution includes personal data, Customer has provided all required notices, obtained all required consents and has a lawful basis under Data Protection Legislation to provide that personal data to TKG for the purposes set out in this Agreement. TKG may contact Customer to verify that Customer holds all necessary rights, consents and permissions in respect of any Customer Contribution. Customer agrees to indemnify and hold harmless TKG and its officers, directors and employees against any and all Losses incurred by TKG in connection with any breach by Customer of this paragraph 7.4 (Warranties and Indemnity) and/or a third-party Claim relating to TKG’s access to and use of any Customer Contribution. For the avoidance of doubt, Customer Contribution is subject to, and must comply with, the AUP.

7.5 Content Moderation. TKG is not obliged to monitor, use or publish Customer Contributions and may remove, disable or restrict access to or refuse to publish any Customer Contribution at any time, without prior notice or liability. Some of our products contain articles that answer questions, which are intended to be of interest to a significant number of customers. TKG reserves the right to refuse to publish or remove Customer Contributions that do not meet quality standards, are excessive in number or TKG otherwise deems inappropriate. Customer Contributions are not verified, endorsed or approved by TKG and TKG has no liability for their accuracy, suitability or legality. To the maximum extent permitted by Applicable Laws, TKG excludes all liability for any Losses arising from the access to or use of any Customer Contributions. Customer may report inappropriate content to [email protected].

7.6 No Compensation. No fees or other compensation are payable by TKG for use of any Customer Contribution. TKG does not guarantee that any Customer Contribution will be used, published or displayed.

8. Effect of termination

8.1 Return and Deletion of The Key Content. Notwithstanding Clause 13.5(c) (Effect of Termination) of the Customer Agreement, on expiry or termination of the Licence Term Customer shall, and shall procure that Authorised Users shall, within thirty (30) days, destroy (or, at TKG’s option, return) all copies of The Key Content downloaded, printed or otherwise stored outside The Key Services, save that Customer may retain copies of any Adopted Policy and the restrictions set out in paragraph 5 (The Key Content Restrictions) of these Service Specific Terms shall continue to apply to any such Adopted Policy.

8.2 Data Retrieval on Expiry. Upon expiry or termination of the Licence Term, Customer may request that TKG delete all Customer Personal Data, and TKG will proceed to delete the data as soon as reasonably practicable and within a maximum period of thirty (30) days from Customer’s written request (subject to any retention requirements set out in the DPA). For up to six (6) months following expiry or termination of the Licence Term, and provided Customer has not previously requested deletion of the Customer Data under this paragraph 8.2, TKG shall, upon written request from Customer, make available to Customer (which may include providing self-service download tools and the access needed to use them, in which case retrieval is the Customer's sole responsibility) a copy of the Customer Data held within the Services as at the termination date in such format as TKG may reasonably determine from time to time. After six (6) months, the Customer Data shall no longer be available to Customer and shall be automatically deleted (subject to any requirements set out in the DPA).

8.3 Data Backup and Loss. Customer is responsible for maintaining backup copies of any Customer Data stored within The Key Services. The Key Services must not be used as a repository for Customer’s records. For the purposes of The Key Services only, and subject to the DPA: (a) Clause 12.2 (Excluded Losses) of the Customer Agreement shall be amended to add a new sub-clause (f) as follows: "(f) loss of or damage to data;"; and (b) in the event of any loss or damage to Customer Data, TKG shall use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by TKG.

8.4 Surviving Provisions. Without prejudice to Clause 16.13 (Survival) of the Customer Agreement, paragraphs 5 (The Key Content Restrictions), 7.4 (Warranties and Indemnity), 8.1 (Return and Deletion of The Key Content), 8.2 (Data Retrieval on Expiry), 8.3 (Data Backup and Loss) and 8.4 (Surviving Provisions) of these Service Specific Terms shall remain in full force and effect after termination or expiry of The Key Services.

Service Specific Terms - GovernorHub

These Service Specific Terms - GovernorHub apply to TKG’s proprietary cloud-based management platform for School and Multi-Academy Trust governing boards as further described in the applicable Documentation (the GovernorHub Services) and form part of, and are incorporated into, this Agreement. Capitalised terms not defined in these Service Specific Terms will have the meanings given to them in the Customer Agreement.

1. Invoices and Payment

Save as otherwise set out in any Quote/Invoice, TKG shall invoice Customer the Fees annually in advance.

2. Auto-renewal

The GovernorHub Services shall auto-renew in accordance with Clause 13.2 (Licence Term and Renewals) of the Customer Agreement.

3. Support

TKG will provide support in respect of the GovernorHub Services as described in GovernorHub’s Support Policy, as updated from time to time.

4. Security

The GovernorHub Service’s Trust & Safety program is explained at https://thekeysupport.com/trust-and-safety-program/, as updated from time to time.

5. AI Features

The GovernorHub Services include AI Features, which are subject to and governed by the Service Specific Terms - AI Features.

6. Robin API Integration

Customer acknowledges and agrees that, where Customer has subscribed to both GovernorHub and Robin: (a) Customer Data stored within GovernorHub may be accessed by Robin via API to enable and support the functionality and features of the Robin Services; (b) such data sharing will be limited to the Customer Data necessary to deliver the Robin Services; and (c) TKG will not share Customer Data between the GovernorHub Services and the Robin Services beyond what is reasonably necessary for the stated purposes.

7. Data Retrieval on Expiry

Upon expiry or termination of the Licence Term, Customer may request that TKG delete all Customer Personal Data, and TKG will proceed to delete the data as soon as reasonably practicable and within a maximum period of thirty (30) days from Customer’s written request (subject to any retention requirements set out in the DPA). For up to six (6) months following expiry or termination of the Licence Term, and provided Customer has not previously requested deletion of the Customer Data under this paragraph 7, TKG shall, upon written request from Customer, make available to Customer (which may include providing self-service download tools and the access needed to use them, in which case retrieval is the Customer's sole responsibility) a copy of the Customer Data held within the Services as at the termination date in such format as TKG may reasonably determine from time to time. After six (6) months, the Customer Data shall no longer be available to Customer and shall be automatically deleted (subject to any requirements set out in the DPA).

8. Surviving Provisions

Without prejudice to Clause 16.13 (Survival) of the Customer Agreement, paragraphs 7 (Data Retrieval on Expiry) and 8 (Surviving Provisions) of these Service Specific Terms shall remain in full force and effect after termination or expiry of the GovernorHub Services.

Service Specific Terms - Robin

These Service Specific Terms - Robin apply to TKG’s AI-powered service designed to assist Customer in auditing the compliance of Customer’s and its Authorised Institutions’ websites and policies and other content (the Robin Services) and form part of, and are incorporated into, the Agreement. Capitalised terms not defined in these Service Specific Terms will have the meanings given to them in the Customer Agreement.

1. Invoices and Payment

Save as otherwise set out in any Quote/Invoice, TKG shall invoice Customer the Fees annually in advance.

2. Auto-renewal

The Robin Services shall auto-renew in accordance with Clause 13.2 (Licence Term and Renewals) of the Customer Agreement.

3. Support

TKG will provide support in respect of the Robin Services as described in Robin’s Support Policy, as updated from time to time.

4. Security

The Robin Service’s Trust & Safety program is explained at https://thekeysupport.com/trust-and-safety-program/, as updated from time to time.

5. AI Features

The Robin Services include and are predominantly powered by AI Features, which are subject to and governed by the Service Specific Terms - AI Features.

6. GovernorHub API Integration

Customer acknowledges and agrees that, where Customer has subscribed to both GovernorHub and Robin: (a) Customer Data stored within GovernorHub may be accessed by Robin via API to enable and support the functionality and features of the Robin Services; (b) such data sharing will be limited to the Customer Data necessary to deliver the Robin Services; and (c) TKG will not share Customer Data between the GovernorHub Services and the Robin Services beyond what is reasonably necessary for the stated purposes.

7. Inputs and Outputs

7.1 Definitions. The terms Input and Output in these Service Specific Terms have the meaning given to them in the Service Specific Terms - AI Features.

7.2 Inputs. Customer grants to TKG a worldwide, non-exclusive, sub-licensable, royalty-free right during the Licence Term to collect, access, process and use publicly available information relating to Customer (including information published on Customer’s websites, information from Get Information about Schools (GIAS) and the Department for Education, and other publicly available sources as described in Robin’s Documentation), and to combine such information with Customer Data as is reasonably necessary to provide, maintain, secure, support and improve the Services to Customer pursuant to this Agreement and to exercise and perform TKG’s rights and obligations under this Agreement or as may be required by Applicable Laws. Such information constitutes Input and will be used to generate Outputs. Customer is solely responsible for Input it submits to the Robin Services.

7.3 Outputs. All outputs generated by Robin are Outputs as defined in the Service Specific Terms - AI Features and are subject to the terms set out therein. Customer should refer to the Service Specific Terms - AI Features for a full understanding of Customer's rights and obligations regarding Outputs. Robin Outputs do not constitute legal, regulatory, compliance, governance or other professional advice, and are not a substitute for Customer’s own compliance audit. TKG does not warrant that the Robin Services will identify all relevant compliance issues or risks. Customer is solely responsible for any decisions made in reliance on Outputs and for any consequences arising from Customer's use of Outputs.

8. Data Retrieval on Expiry

Upon expiry or termination of the Licence Term, Customer may request that TKG delete all Customer Personal Data, and TKG will proceed to delete the data as soon as reasonably practicable and within a maximum period of thirty (30) days from Customer’s written request (subject to any retention requirements set out in the DPA). For up to twelve (12) months following expiry or termination of the Licence Term, and provided Customer has not previously requested deletion of the Customer Data under this paragraph 7, TKG shall, upon written request from Customer, make available to Customer a copy of the Customer Data held within the Services as at the termination date in such format as TKG may reasonably determine from time to time. After twelve (12) months, the Customer Data shall no longer be available to Customer and shall be automatically deleted (subject to any requirements set out in the DPA).

9. Data Backup and Loss

Customer is responsible for maintaining backup copies of any Customer Data stored within the Robin Services. The Robin Services must not be used as a repository for Customer’s records. For the purposes of the Robin Services only, and subject to the DPA: (a) Clause 12.2 (Excluded Losses) of the Customer Agreement shall be amended to add a new sub-clause (f) as follows: "(f) loss of or damage to data;"; and (b) in the event of any loss or damage to Customer Data, TKG shall use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by TKG.

10. Surviving Provisions

Without prejudice to Clause 16.13 (Survival) of the Customer Agreement, paragraphs 7 (Data Retrieval on Expiry), 8 (Data Backup and Loss) and 9 (Surviving Provisions) of these Service Specific Terms shall remain in full force and effect after termination or expiry of the Robin Services.