GENERAL TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN VISITING OUR WEBSITE AND BEFORE COMPLETING A SUBSCRIPTION FORM AND RETAIN A COPY FOR FUTURE REFERENCE.
WHO WE ARE AND HOW TO CONTACT US
We are The Key Support Services Limited trading as The Key, a company registered in England at 29 Ludgate Hill, London EC4M 7JR with company number 08268303. Our VAT number is 185442884. You can also contact us at email@example.com.
WHERE TO FIND ALL YOUR CONTRACT TERMS
BEFORE WE GO ON …
Updates: We may need to update these Terms and the Sites at any time and without notice, so be sure to check these Terms regularly. If we have your email address, we may notify you of a change to the Terms.
Condition of use: It is a condition of using the Sites and subscribing to our products and services that you need to agree with these Terms. By using the site, you are agreeing to these Terms.
At present, we offer our services primarily to clients located in the UK and the Sites are tailored to UK users. If you choose to use the Sites from outside the UK, we do not represent that content available on or through the Sites is appropriate for use or available in other locations, and so you do so at your own risk. Your country may have different laws affecting this service and we cannot guarantee that we comply with them.
Content means all information provided as part of the Services, including Sites’ Content and other information and materials that we provide to you by email, livechat and other channels, as part of a subscription.
Data Processor has the meaning set out in the Data Protection Legislation;
Data Protection Legislation means the DPA and the GDPR;
Data Subject has the meaning set out in the Data Protection Legislation and any supplementary or successor legislation;
DPA means the Data Protection Act 2018 and the GDPR;
GDPR means the General Data Protection Regulation (2016/679);
Group means any multi academy trust, academy chain, federation of schools, teaching school alliance or similar
Guest means a user of (i) the introductory elements of the Sites which are accessible before registering, or of (ii) the preview elements of the Sites, which are accessible after registering but before subscribing, or of (iii) the full Sites where that user has been invited to use the Services on a trial basis only. In all cases a Guest User may only access the Sites in their capacity as a member of a Scholl and not as a member of a Group;
Intellectual Property means copyright, database rights and moral rights, patents, registered and unregistered trade marks and service marks, domain names, registered designs and unregistered design rights (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for any of the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world;
Lead User means the person completing the Subscription Form on behalf of their School as detailed in the Subscription Form acting in their capacity as a user for that School and not as a user for a Group, and as further defined in the relevant Specific Product Terms;
Permitted Users means the Lead User and the users being members of the same School as the Lead User indicated on the relevant Subscription Form(s) and as further defined in the relevant Specific Product Terms;
Personal Data has the meaning set out in the DP Directive as amended by the GDPR when the latter comes into force;
Product means those products offered from time to time by The Key on the Sites;
School means any single school represented by the Lead User as specified in the Subscription Form and for the avoidance of doubt includes only one individual educational establishment per subscription and excludes Group;
Services means the services detailed in the relevant Subscription Form;
Sites means websites and applications (commonly known as apps) whether viewed on website or other platforms;
Sites’ Content means all materials on the Sites from time to time;
Subscription Forms means the online subscription form(s) for our products and services;
Third Party Content means any of the Content which is either (a) material which appears on a third-party website or microsite linked to the Sites or (b) any material which appears on the Sites but which is stated to have been produced by a third party;
You means the entity on whose behalf the Lead User is entering into these Terms as described in the Subscription Form (and where, appropriate includes the Permitted Users).
- Accessing the Services
2.1. Once a Lead User has completed the Subscription Form and accepted these Terms, we will then issue you with an account along with details of how other Permitted Users can access the Services.
2.2. Whether or not we accept any individual Permitted User is a matter for The Key’s sole discretion.
2.3. Each of you and the Permitted Users shall be jointly and severally responsible for complying with these Terms and maintaining the confidentiality of your registration details (which must not be shared with any party other than a duly authorised Lead User or Permitted User), and for all activities that occur under these details including the confidentiality of all content on the Sites and you must remind the Permitted Users of this when they are provided with login details.
2.4. You must immediately inform us of any unauthorised use of your login details and any other breach of security of which you become aware which may affect the Sites.
2.5. We reserve the right at any time to modify the Services we provide and to add to or remove content on the Sites.
2.6. We may invite users to use the Sites and Services as Guests free of charge for a limited trial period. Guests may only trial the Sites and Services once unless agreed otherwise in writing with us. As a Guest, you may use the Sites to the extent described in section 5.4 of these Terms
2.7. You shall ensure that all Permitted Users are made aware of these Terms.
2.8. If any Permitted User ceases to qualify for access to the Services for any reason, you must notify us so that we can terminate that Permitted User’s registration (or arrange for the user to register from another School where that School has also subscribed to the Services).
2.9. You shall maintain a written list of all Permitted Users and shall provide such list to us as we may reasonably request from time to time.
2.10. Some of our products contain articles that answer questions, and these are intended to be of interest to a significant number of the subscribers of that product. We therefore reserve the right at our sole discretion to refuse to publish or answer questions if they do not meet these criteria. We also reserve the right at our sole discretion to refuse to answer or publish questions from you if (i) we consider them to be inappropriate, (ii) if you or one of your Permitted Users has asked an unreasonable number of questions previously; or (iii) if any of our charges are overdue. We may delete any questions or comments that we deem to be inappropriate at any time without giving a reason.
- Service Subscription Fees
3.1. When you subscribe to our Service you agree to pay the joining fees and subscription fees and any other charges set out in the relevant Subscription Form.
3.2. Rates for the Services may also be advertised on the Sites. We reserve the right to vary these rates from time to time as we consider to be appropriate.
3.3. All our fees are exclusive of VAT.
3.4. Subscriptions are annual. Our annual subscription fees and any joining fees are invoiced annually in advance and may be paid by an annual payment direct debit or by monthly direct debit depending on the option you have selected on the Subscription Form. Payment of fees shall be due on the date(s) shown on your invoice. If fees are left unpaid after 30 days of the due date shown on the invoice, we reserve the right to disable your account until payment is received and/or to terminate your account.
3.5. Once you have subscribed to the Services, the subscription fees you pay will apply for the whole of the subscription period. We will not implement any subscription fee change until the date of your yearly renewal. We will always inform you at least one month in advance of the renewal date of any subscription fee change.
- Term, Suspension of account and Termination
4.1. Your subscription to the Services shall commence on the date that we provide you with your account designation. Subject to the rights to terminate below, your subscription shall then continue for the specified number of months set out in the Subscription Form.
4.2. If you are using the Sites and the Services on a trial basis, then we may terminate your trial for any reason at any time.
4.3. If you commit any material breach of these Terms which shall, for the avoidance of doubt, include any breach of clauses 2 (Accessing the Services), 5 (Intellectual Property), 6 (Warranties) or 8 (Data Protection) or where any term has been breached more than once then we may terminate your account immediately on written notice.
4.4. For users of our The Key Support for School Leaders product only: We reserve the right to suspend or restrict a Permitted User’s account if we become aware that they have been suspended (following a conversation or notification from the School, for example). Due to the nature of disciplinary proceedings and the risk of conflict between The Key and the School, suspended staff may not be eligible to ask new questions – depending on the nature of the question.
4.5. If early termination occurs under this clause 4 and your subscription is paid by monthly direct-debit instalments, we will not take the payments for the remainder of the subscription period after the notice of such termination has expired. Subscription fees paid by annual direct debit instalments or other means are not refundable in whole or in part, though we may, at our sole discretion, elect to refund all or part of the fee. No refunds of joining fees will be made.
4.6. On termination of your account, your rights to receive the Services and to access the subscription-only areas of the Sites shall cease. Any rights that have accrued to either of us at the date of termination shall remain enforceable after termination.
- Intellectual Property
5.1. The Content and ‘The Key’ trade mark are protected by Intellectual Property owned by or licensed to The Key.
5.2. Access to the Sites and use of the Services is subject to a non-exclusive and non-transferable licence permitting Permitted Users to access and use the Sites and Services on the terms set out below.
5.3. Permitted Users may view, download and reproduce free of charge the Content in any format or media without specific permission from us subject to the following conditions:
5.3.1 Content may only be used for your non-commercial purposes;
5.3.2 Content shall not be reproduced or included in any other work or publication in any medium or modified or shared with any third party, save that Permitted Users are permitted to the extent necessary to reproduce or include such material in professional presentations to work colleagues and/or senior management in each case at the School;
5.3.3 Permitted Users of The Key for School Leaders product are permitted to circulate copies of Content to work colleagues at their School only provided that the source and copyright status of the Content is acknowledged with the following copyright legend: “Used with the kind permission of the copyright owner being The Key Support Services Limited (trading as ‘The Key’) or its licensor”;
5.3.4 You may not remove any copyright or other proprietary notices contained in Content or use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text;
5.3.5 You must not link to the Sites in a way that suggests any association, approval or endorsement on our part where none exists or establish a link to the Sites from any website that is not owned by you; and
5.3.6 You must not use any Content in a derogatory manner, a misleading context or in any way which is illegal.
5.4. As a Guest, you are permitted to browse and use the Content to a degree reasonable in making a decision on whether to subscribe to the Services. As a Guest, you must not download the Content automatically, or download or save locally more than 5% of the Content.
5.5. Where any of the Content is clearly Third Party Content (including, for example, where it links to material published by a third-party government agency, national association, expert or local authority), then the above permissions set out in clause 5.3 above do not apply to such third-party content and you must contact the relevant third party directly to get their permission to copy it, edit it, share it with any third party or otherwise exploit it save that the restriction in this clause 5.5 shall not apply to The Key’s template policies which are available for viewing or download by Permitted Users on the Sites and which have been created in partnership with third parties as indicated by attributions in such materials.
5.6. Please note that any materials on third-party websites or microsites linked to the Sites will be subject to third-party Intellectual Property. No licence is granted by us to use, reproduce, adapt, edit, communicate to the public, issue copies to the public or otherwise exploit such material and any such use may be subject to additional third-party terms and conditions. Please check the third-party sites for their terms and conditions.
5.7. If The Key publishes references or links to your material on the Sites without your specific permission and you object to this use, please contact us in accordance with our ‘Your Concerns and Feedback’ section below. Please provide us with the following information and we will handle your concern accordingly: (a) who you are and, if applicable, who you represent; (b) how we may contact you; (c) the exact and full URL where you found references or links to your material which is the subject of your concern; (d) proof that you are the rights holder; and (e) an explanation as to why the references or links to your material should not be published on our Site.
5.8. If you are commissioned by The Key to create and provide any content or material for the Sites, any such commissioned content or material shall be subject to separate terms and conditions which deal specifically with commissioned contributions.
5.9. However, subject to anything agreed expressly to the contrary in writing between us in specific terms for commissioning content described above, if you submit or upload any content or material to us or to the Sites (your Contribution), by agreeing to these Terms you:
5.9.1. grant to The Key, free of charge, a non-exclusive, worldwide, perpetual and royalty-free licence to use your Contribution on the Sites and in our Services; and
5.9.2. hereby warrant to us that your Contribution: (a) is original to yourself (or otherwise that you have all necessary rights and permissions to submit the Contribution for use on the Sites and in our Services); (b) is not (and does not contain anything) unlawful, defamatory, infringing, obscene, sexually explicit, harmful, fraudulent, confidential, libellous, hateful, discriminatory, threatening or otherwise illegal or anything which might constitute a criminal or civil offence or promote violence; and (c) does not contain anything which is in violation or an infringement of any existing Intellectual Property or other right of any other party whatsoever.
5.10. The Sites’ Content may include information and materials uploaded by other subscribers which has not been verified or approved by us. Their views do not reflect the views of The Key. If you wish to report any inappropriate content, please contact us at firstname.lastname@example.org.
6.1. The Key warrants that it shall exercise reasonable skill and care in providing the Services.
6.2. When a Lead User completes a Subscription Form, you are warranting that they are doing so as your authorised agent and that you are not acting as agent for a third party and that:
6.2.1. They are eligible as a Lead User for those Services (the requirements will vary depending on the products and services selected as described in the specific product terms); and
6.2.2. Where a Lead User is completing a Subscription Form on behalf of a School, that the School is a recognised English or Welsh school, or an international school and that they are acting in their capacity as Lead User of such School only and not as a representative or otherwise on behalf of any Academy Trust, Academy Chain or similar.
7.1. While The Key endeavours to ensure that the Content is relevant, accurate, complete and up to date, The Key does not give any warranty or guarantee as to the accuracy, completeness, currency or reliability of any of the Content, or that any such material will meet your requirements. You should not treat any of The Key’s commentary and information as advice and you should not rely on it without seeking independent advice. Furthermore, for reasons of confidentiality, you should not submit (and we will not answer) any specific questions about circumstances relating to a specific school or individual, and any information you upload in breach of this term is at your own risk.
7.2. Any advice or opinions or statements made in any Third Party Content are those of such third party and not The Key. Third Party Content is not approved, vetted, checked or endorsed by The Key and The Key accepts no responsibility for its contents.
7.3. While The Key endeavours to ensure the availability of the Sites at all times, it excludes liability for any unavailability of the Sites or Services. We may have to suspend access to sections of the Sites for periodic maintenance or, in extreme circumstances such as emergency maintenance, take the Sites down for a period, but, where possible, we will try and give users advance notice of this.
7.4. Without limiting the foregoing, The Key hereby excludes liability for:
7.4.1. Any loss of profit or business;
7.4.2. Any loss of savings;
7.4.3. Any loss of or damage to data or systems or any business interruption;
7.4.4. Any loss of opportunity;
7.4.5. Any loss of goodwill; in each case whether direct or indirect.
7.5. The Key hereby excludes liability for any indirect or consequential loss of any kind.
7.6. Nothing in these Terms shall exclude The Key’s liability for personal injury or death caused by negligence or for fraud.
7.7. All other conditions, statements and warranties are hereby excluded to the fullest extent permissible by law.
- Data Protection
8.1. Each party shall process the Personal Data provided to it by the other in full compliance with its obligations under Data Protection Legislation from time to time. The Key and you hereby acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and The Key is the Data Processor in respect of any Personal Data submitted to The Key via the Sites.
8.2. By submitting the Subscription Form and agreeing to these Terms, you hereby warrant that you:
8.2.1. Shall have secured the necessary permissions (given freely, specifically and unambiguously) for the transfer and processing of the relevant personal data as may be required by Data Protection Legislation for us to provide any of your Permitted Users with the Services and that any Personal Data provided to us is accurate;
8.2.2. Shall have secured the necessary permissions from any Data Subjects for the transfer and processing of their personal data that may be referred to in any content that your Permitted Users upload to the Sites which may be available for viewing by other Permitted Users or the public (depending on the nature of the uploaded content and where it has been uploaded as appropriate)
And you hereby indemnify The Key for all losses, claims, costs and damages incurred as a result of any breach of this warranty.
8.3 Without prejudice to the generality of clause 8.1, The Key shall, in relation to any personal data processed in connection with the performance by The Key of its obligations under this agreement:
8.3.1 process that personal data only on your written instructions unless The Key is required by the laws of any member of the European Union or by the laws of the European Union applicable to The Key to process personal data (“Applicable Laws”). Where The Key is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, The Key shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Key from so notifying you;
8.3.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
8.3.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
8.3.4 not transfer any personal data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
(i) you or The Key has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) The Key complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) The Key complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
(v) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(vi) notify you without undue delay on becoming aware of a personal data breach;
(vii) at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data; and
(viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
8.4 You consent to The Key appointing third-party processors of personal data under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 8. As between you and The Key, The Key shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.
8.5. Each party shall use its reasonable endeavours to assist the other party by providing information that may be required by Data Protection Legislation to demonstrate compliance with the same provided that the party requesting the assistance shall indemnify the other party for its reasonable costs associated with the same.
- Contracting as a Group
9.1 Where you are contracting with us as a Group you must pay the appropriate joining fees, subscription fees and any other charges as set out in the Subscription Form in accordance with clause 3.
9.2 Each School shall be responsible for appointing its own Lead User who shall act as Lead User for that School only.
9.3 Each Lead User may only propose as Permitted Users members of their own School and not members of any other School within the Group.
9.4 Where there are users within the Group but who are not part of a School within that Group (“Central Users”) additional joining fees, subscription fees and other charges may be payable for such Central Users. Where this is the case such fees will be specified in the Subscription Form.
9.5 Where there are Central Users, the Group shall nominate a lead user (“Central Users Lead User”) from within their number who shall complete the Subscription Form on their behalf, acting as a user for the Central Users only and not as a user for any School within the Group.
9.6 Each Central Users Lead User may only propose permitted users from within that Group’s Central Users and not members of any other School within the Group.
9.7 Lead Users and Permitted Users of Schools and Central Users of the Group should be aware that the data that they input could be shared with other members of their respective Group. It is the responsibility of the Group and/or relevant School as appropriate to ensure that all relevant obligations owed to such users under the Data Protection Legislation in respect of the sharing of such data are adhered to.
10.1. Assignment and Sub-contracting: The Key may assign or charge its rights under these Terms to any third party. You may not do so. The Key may sub-contract any of its obligations under these Terms to any third party.
10.2. Force Majeure: We shall not be liable to you for any breach of these Terms or any failure to provide or delay in providing the Services through the Sites resulting from any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of internet access, act of God, fire, explosion or accident, terrorism, war, riot or civil commotion, malicious damage, compliance with any law or governmental or regulatory order, regulation or direction or adverse weather.
10.3. Variations: These Terms may not be altered, amended or modified except in writing signed by duly authorised representatives of each of us.
10.4. Entire agreement: No oral representation by The Key, its employees or agents shall be binding on The Key nor shall form part of the Terms. Each of the parties agrees that in entering into these Terms and the documents referred to in them, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in these Terms. Each of the parties agrees that the only remedy available to it for breach of this agreement shall be for breach of contract under the Terms. Nothing in these Terms shall operate to limit or exclude any liability for fraud. These Terms constitute the entire agreement and understanding of the parties and supersede any previously agreement between them relating to the subject matter of these Terms.
10.5. Third Party Rights: These Terms are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and are not intended to benefit, or be enforceable by, anyone else.
10.6. Waiver of Remedies: No failure or delay by The Key to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.7. No partnership: Nothing in the Terms shall be deemed to create a partnership or joint-venture or agency relationship between the parties or confer any right or benefit to any third party.
10.8. Severance: Should any of the Terms be deemed unenforceable or illegal, the remaining terms will nevertheless continue in full force and effect.
10.9. Your Concerns and Feedback: If you have any concerns or feedback about the Services, please notify us using the contact details or feedback facilities available on the Sites or via the following email address: email@example.com. Feedback from members is important to us and we shall use our reasonable endeavours to acknowledge and reply to your email as soon as we can, but give no guarantee that we shall be able to resolve your query.
10.10. Notices: Any notice we need to serve on you under the Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to you at your address set out in the Subscription Form, or such other address as may have been notified by you for such purposes, or sent by fax or email to your fax number or email address as set out in the Subscription Form. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). For any notice you need to serve on us, the same delivery arrangements shall apply, but the address, fax and email address to effect service shall be as shown on our invoice or the Site.
10.11. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales. Non-contractual obligations (if any) arising out of or in connection with this agreement (including contract formation) shall be governed by the laws of England.
Although our model policies and template documents provide useful models to make it easier for you to stay compliant with regulations and requirements, and to adopt good practice, it is up to you to be responsible for your compliance and practice. Our model policies and documents are not a substitute for independent professional advice for assessing compliance or quality of practice, and you should not rely on them as such.
While The Key and its partners use reasonable endeavours to ensure that model policies and documents comply with relevant statutory requirements and good practice guidelines at the point of publication, these change from time to time and it is not possible for us to guarantee this.
All of our model policies and template documents are designed to be adapted for use, taking account of a school’s context. Within model policies, we indicate where this may be appropriate, but you should use your own professional judgement in ensuring that a document accurately reflects practice within a school and represents good practice.
The Key may update model policies and template documents from time to time, but is not required to notify you of any changes.