Terms and Conditions
Please read the Applicaa policies and terms and conditions carefully.
“Agreement” means the contract of supply between Applicaa and Customer relating to the Products subject to these conditions.
“Assignee” means a party to which Applicaa may assign its rights, title and interest in and to the Products and all payments due under the Agreement which shall include the right to enforce the cost of all the sums due under this Agreement.
“Authorised Users” means those users authorised by the Customer to use the Applicaa software.
“Applicaa Software” see “Software”
“Applicaa” or “Company” means Applicaa Ltd
“Contract Start Date” means the date that Applicaa commits resources to the contract and is the same as the Customer’s purchase order date.
“Customer” means the school, academy, dealer, distributor or other entity that is a party to this contract with Applicaa.
“Delivery Date” means the date specified in the Order Acknowledgement for delivery of any Products. This data may be varied from time to time in respect of any Product by Applicaa giving notice to Customer.
“Help Desk” is the Applicaa Help Desk which provides help and guidance by telephone, email or other means to the Customer subscribing to the Help Desk service. Applicaa Help Desk provides help and guidance in the understanding of the Software, in the use of the Software and with any problems experienced using the Software such help and guidance includes the examination of and the provision of a solution to any reported problems with the Software.
“Order Acknowledgement” or “Invoice” means Applicaa’s Order Acknowledgement or Invoice acknowledging and accepting a purchase order from a Customer subject to these terms.
“Products” means the Applicaa Software and services provided in the Agreement
“SaaS” means Software provided to the Customer as a Service in the form of “Software as a Software”. The Software is hosted and maintained on behalf of Applicaa and made available for use by the Customer from a Web Site Address that shall be notified to the Customer.
“Software” or “Applicaa Software” means the computer programs created by Applicaa or on its behalf and accompanying documentation specified in the Order Acknowledgement together with any subsequent releases or updates of those programs (contracted for by the Customer) or documentation from time to time supplied or licenced by Applicaa to Customers. Software is a licenced instalment to use as SaaS.
“Warranty Period” and “Warrant Claim Amount” means in relation to each item of Applicaa Software the period of the contract term and any warranty claim amount is limited to the purchase price paid by the software’s customer.
Customer agrees to buy and Applicaa agrees to sell Applicaa Software and/or license the user of the Applicaa Software and/or provide the Software annual maintenance service payment by Customer of the price and other sums including VAT and any other taxes specified in the Order Acknowledgement subject to these terms and conditions.
3. Term or length of Agreement
- The term or length of this agreement is typically 12 months, or 36 months or the period agreed by both parties.
- Either party may end this agreement with a 30-day notice by providing written notice to the other party.
- Where a fee is paid for a particular term of access, the customer shall not be entitled to a pro-rata refund of any fees.
- To effect termination of the contract as outlined above, written and posted notice is required to be sent on the school, academy or company headed paper as appropriate, signed by the head teacher or authorised signatory, together with a note of the type of termination required
- Schools in their first-year license are entitled to request their money back at the end of the year if they are unhappy with the service they receive. They need not offer a justification for why they want to discontinue and will receive a full refund of the product license fee.
- Schools that take up a request for a refund within their first year cannot later also take advantage of our money-back guarantee as they will have already received a refund.
4. Licence to use Applicaa and other software
- Applicaa licences the use of the Software subject to payment by the customer of the software’s annual maintenance fee.
- Applicaa hereby grants to the Customer a non-exclusive, non-transferable licence to access or use Applicaa and other software made by Applicaa.
- Customer shall not sell, lease, hire or otherwise part with any part of, or part with their access rights to, Applicaa or other Software and/or associated documentation nor act as a bureau service to a third party by using the facilities of Applicaa or other software to produce information for third parties, nor attempt, nor allow third parties to attempt to copy, decompile, or reverse engineer Applicaa or Other Software, nor permit any third party to use Applicaa or Other Software and/or documentation either on behalf of Customer or for the benefit of any third party and undertakes not to make Applicaa or Other Software available in any way to any party unless authorised by Applicaa. Customer further undertakes not to use sell, lease, hire or otherwise make available in any way, any software developed by Customer, and person(s) acting on behalf of the Customer, which is dependent or integrates with Applicaa and Other Software unless a written agreement has been obtained from Applicaa.
- Applicaa Software Warranties
- Applicaa supplies “Off the Shelf” also known as “Commercial Off the Shelf” software that is configurable and does NOT supply “custom written”, “bespoke” or “specifically written” software” unless specifically otherwise agreed in writing.
- Applicaa warrants that the latest version of the Software which it delivers to the Customer shall operate generally in accordance with the software description and/or the software upgrade notification and with any Software manuals, which may form part of the documentation supplied with such Software. Whilst no software from any supplier can be said to be error-free, Applicaa’s obligation under this warranty shall be to use reasonable endeavours to correct any faults that are found and reported in accordance with its Software annual maintenance procedures and routines.
- Applicaa provides the Software’s annual maintenance service as a compulsory part of the licencing of the Software. The payment of a Software annual maintenance fee by Customers includes Software annual maintenance (including but not limited to the fixing of bugs, the provision of necessary software updates as a result of statutory changes imposed by the Department for Education (in England), the review and rearrangement of software modules, etc) the Software licence fee, a hosting fee for SaaS Software, the Customer Care service and the Help Desk service.
- For invoicing purposes, the first period of Software annual maintenance covers the period from the effective date of the Agreement for such period of one year after the effective date. Year one of the Software year starts from the date on which the Customer school/college is provided with the SaaS or cloud account unless otherwise specified in writing.is provided with the SaaS or cloud account, unless otherwise specified in writing.
5. Pricing and Payment
- Customers shall pay Applicaa the price of the license fees for the Applicaa Software (including the Cloud service charge for SAAS) and/or other Software and/or any other services or fees as specified in the Order Acknowledgement in pounds sterling on the date[s] specified in the Order Acknowledgement. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off of deduction and free from all withholdings.
- All Payments to be made by the Customer under this Agreement shall be paid to an account designated by Applicaa either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums dues under this Agreement is an essential condition of the Agreement.
- The Customer agrees and accepts that its obligation to pay all the sums dues under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment, or withholdings required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amount received by Applicaa after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings.
- The Customer agrees that Applicaa may assign all or part of its right, title, and interest in and to the sums dues under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this agreement. Following an assignment, to the Assignee, any payment made by the Customer to Applicaa will not release its payment obligation to the assignee.
- The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing.
- The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Applicaa and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Applicaa under this Agreement is a matter between the Customer and Applicaa.
- In addition to and without prejudice to any other remedies that may be available, interest will accrue on the unpaid amount owing to Applicaa.
6. Applicaa Help Desk
- Use of the Applicaa Help Desk is subject to these conditions. Applicaa Help Desk agents will expect customers to be using the Applicaa Software according to the Software licence terms (section 4 above). In consideration of said Software annual maintenance service, which includes the Applicaa Help Desk service, the Customer, shall, subject to the conditions in this agreement, pay to the company the Company’s invoices to the Customer, each such payment to be made in advance of the period covered.
- The service provided by the Applicaa Help Desk includes an examination of any reported problem with the Software by the use of Telephone, email, or other means. Applicaa Help Desk will assist the Customer in understanding the software.
- Help Desk support excludes the examination and solution of problems concerning the Customer’s specific application of the Software, which can be provided in the form of consultancy.
- Help Desk support excludes the examination of problems where the Customer contact concerned has not been trained or appears not to have been trained to use the Software. The service provided by the Applicaa Help Desk is not designed to be a substitute for proper and adequate training. Applicaa Help Desk will endeavour always to provide a solution to a problem experienced in the use of the software. However, where a Customer contact is experiencing difficulty understanding inter alia basic principles in the use of an application/module/work method, Help Desk may be obliged to recommend a training course as the solution.
- If Help Desk is not able to provide a solution to a reported problem within reasonable timescales because of a fault with the Software, the agent will report the problem to the Software or Other Software creator. In the case of an Applicaa Software problem, this will be reported to the Head of Software at Applicaa. As an interim solution, the Software or other Software creator may provide alternative methods of achieving the required results (i.e. a workaround) which should be used while a software fix is engineered. The Customer should use the workaround until such time as the software fix is engineered and presented via a software upgrade or other method.
- Where a fault is found in the Applicaa software, Applicaa will use every reasonable endeavour to repair the Software or find a workaround where one is available. Help Desk is not responsible, under this Agreement, for fixing reported faults or malfunctions in Other Software and the provision of an updated or fixed version of Other Software, if available, is at the discretion of Help Desk.
- Customers using SaaS automatically grant Applicaa Help Desk permissions to access their remotely hosted data for the purposes of carrying out the Help Desk function.
- Applicaa Help Desk is not responsible for any failure to fulfil or display in fulfilling its obligations under the terms of this Agreement due to cause beyond its control, including Acts of God.
- Applicaa Help Desk is not responsible for the consequential loss suffered directly or indirectly by the Customer or any of his clients if applicable as a result of the Help Desk support supplied under this Agreement.
- Warranty Period means in relation to each item of Applicaa Software the period of 90 days after their performance.
- The Warranty claim amount will be limited to the purchase price paid by the customer for the software.
- Applicaa warrants that the Applicaa Software shall materially conform to the performance described in its documentation (manuals and guides) if available relating thereto during the Warranty Period, and always subject to the terms in this Agreement. Services shall materially conform to the description defined in related correspondence between Applicaa and the Customer.
8. Termination by either party
- The term or length of this agreement is typically 12 months, or 36 months or the period agreed by both parties.
9. PATENT, IPR, COPYRIGHT
- The Customer acknowledges and agrees that Applicaa and/or its licensors own all intellectual Property Right in the Platform and Services. Except as expressly stated herein, the Agreement does not grant Customer any right to, under or in, Intellectual Property Rights in respect of Applicaa Software or services.
- Applicaa confirms that it has all the rights in relation to the Software(s) that are necessary to grant all the rights in purports to grant under, and in accordance with, the terms of the Agreement.
- Customers grant Applicaa:
- for the duration of the Term, a non-exclusive, irrevocable license to use the Customer Data to provide Customer with access to the SaaS and its functionality
- a non-exclusive, perpetual, irrevocable license to use anonymized and aggregated data derived from the Customer Data for any purpose whatsoever (including to improve the Software).
- Each party may be given access to Confidential Information from the other party in order to perform obligations under the agreement, Each party shall:
- Keep confidential and not disclose any such Confidential information to any person save as expressly permitted by this Clause 10; and
- protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential information of similar nature, being at least a reasonable degree of care.
- Confidential information of a party may be disclosed by the other party to its employees, agents, and advisors who need to know the Confidential information for the purpose of exercising their rights of carrying out their obligations under the Agreement without the prior written consent of the other party.
- The obligations set out in this Clause 10 shall not apply to Confidential Information that:
- is or becomes publicly known (other than through a breach of an obligation of confidence);
- was in the other party’s lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- independently developed by the receiving party, which independent development can be shown by written evidence; or
- Confidential information that is required to be disclosed by law or by a governmental authority, stock exchange, or regulatory body, provided that the party subject to such disclosure requirements must where permitted by law give to the other party prompt written notice of their disclosure requirement.
- This clause 10 shall survive termination of the Agreement, howsoever arising.
11. Limitation of Liability
- Liability: Nothing in this Agreement shall limit or exclude either party’s liability for:
- death or personal injury caused by its negligence, or the negligence of its personnel, agents, or subcontractors;
- fraud; or
- any liability that cannot be excluded or limited by law.
- Limitation of Liability: Neither party’s aggregate liability arising out of or related to this agreement will exceed the fees annually paid by the Customer in relation to the Applicaa software license fee. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit the Customer’s payment obligations. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit the Customer’s payment obligations.
- Exclusion of Damages: In no event will either party have any liability to the other party for any lost profits, revenues, or indirect, special, incidental, consequential, cover or punitive damages, cost of procurement of substitute service, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. the foregoing disclaimer will not apply to the extent prohibited by law.