If the Customer fails to agree to the terms of this Agreement then please refrain from using the Life on Time platform’s or Services.
In this Agreement, the following words and phrases have the following meanings:
Charges means the charges to be paid by the school, education provider or entity to Life on Time pursuant to Clause 11 in respect of any part of the Services.
Documentation means the user instructions and other literature related to the Services supplied to the Customer or available on the Website.
Force Majeure means any cause preventing a Party from performing any or all of its obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and/or control of the Party including, without limitation, strikes, lockouts or other industrial disputes (other than those strikes, lockouts or other industrial disputes held directly by the staff of either Party), protest, act of God, war, military operations, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, the act or omission of government, highways authorities, Public Communications Providers or other competent authority, accident, breakdown of plant or machinery, fault or loss of electricity supply, fire, explosion, flood, storm, inclement weather, drought, lightning, epidemic or any of the above events affecting suppliers or subcontractors, difficulty, delay or failure in manufacture, production or supply by third parties of any services, Service equipment (if any) or any part thereof (to the extent only that such difficulty, delay or failure was caused by an event of Force Majeure affecting that third party) or failure to obtain way leaves or any other necessary consents or permissions having used reasonable endeavours to do so.
Intellectual Property Rights means copyrights, moral rights, patents, supplementary protection certificates, trademarks, trade names, service marks, design rights, database rights, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world.
New Release means a new release or version of the Software incorporating enhancements and up-dates of the Software upon which the Services are delivered.
Release means a version of the Software as defined by a release number.
Services means the infrastructure to host Life on Time products and the associated technical infrastructure and technical software Support Services and Additional Services as appropriate.
Services Materials means the Documentation.
Services Materials Licence means the rights granted by Life on Time pursuant to Clause 3 in relation to the Services Materials.
Software means the Life on Time product’s or platform’s used by Life on Time to deliver the Services to the Customer which is subject to a separate Agreement between Life on Time and the Customer.
Standard Scale of Charges means Life on Time ‘s standard scale of charges from time to time.
Services means the services provided by Life on Time under this Agreement.
Term means the term of the agreement entered into with the school, education provider or entity.
Website means www.lifeontime.co.uk
2. SERVICES AND TERM
2.1 In consideration of the payment of the Charges then Life on Time agrees to supply to the Customer the Services for the Term in accordance with the provisions of this Agreement.
2.2 Life on Time will use its reasonable endeavours to ensure delivery of the Services. Time is not of the essence in relation to such dates.
2.3 If Life on Time fails to provide the Services then the Customer shall have no right to reject the Services and shall have no right to rescind this Agreement unless the Customer has served on Life on Time a written notice requiring Life on Time to provide the Services within thirty (30) days from the notice.
2.4 The Customer acknowledges that from time to time Life on Time may apply upgrades to the Software at no additional cost to the Customer unless otherwise agreed through New Releases and that such New Releases may result in changes to the appearance and or functionality of the Software.
3. RIGHTS GRANTED
3.1 Subject to payment by the Customer to Life on Time of any Charges which may be due on or following acceptance of the Services in accordance with Clause 11, Life on Time grants to the Customer a non-exclusive, non- transferable right to use the Services and Services Materials subject to the constraints in this Clause 3 for the Term and in accordance with any other reasonable requirements notified to the Customer by Life on Time in writing. This right shall not extend to any of Life on Time ’s other programs or software.
3.2 The Customer shall only use the Services strictly for its own internal purposes as envisaged by this Agreement only and (unless authorised by Life on Time in writing) and the Customer shall not permit or attempt to modify, alter, reverse engineer, disassemble or decompile any part of the Software. The Customer shall not, without the prior written consent of Life on Time , permit any third party to use the Services (such consent not to be unreasonably withheld). The Customer shall notify Life on Time immediately in writing if the Customer becomes aware of an unauthorised use of the whole or any part of the Services by any person. Notwithstanding the obligations on the Customer to notify Life on Time of any unauthorised use of the Services by the Customer, Life on Time will advise the Customer immediately it becomes aware of any unauthorised use of the Services by the Customer if the Customer has not already so advised. Such obligation on Life on Time to so advise the Customer shall not reduce or remove any obligation of the Customer under this Agreement. The Customer shall indemnify Life on Time against the corruption of the database as a result of third party access to the Software, associated databases and hosting systems.
3.3 The Customer and individuals linked to the organisation shall access the Services through the Customer’s Equipment (desktops, laptops and mobile devices), network infrastructure and internet connection, responsibility for which lies with the Customer. If the Customer’s Equipment, network or Internet access is inoperable or does not comply with the required specification then Life on Time shall not be obliged to deliver the Services during any such time and the Customer shall not be entitled to any reduction in Charges.
3.4 The rights granted under clause 3 shall cease if the Customer ceases to pay the charges for the Services.
4. POLICY INCORPORATION
4.1 This Agreement incorporates the following additional terms and policies (at https://lifeontime.co.uk) which apply to the Customer and individuals linked to the organisation use of the Software and services:
- The acceptable use policy which sets out the permitted and prohibited uses of Life on Time .
5. CANCELLATION PERIOD AND REFUNDS
5.1 The Customer has the right to cancel this Agreement during the period set out below in Clause 5.2. This means that during this period the Customer for any reason can decide to not use the platform or Services and on written notification to Life on Time, within the Cancellation Period, then the Customer will be deemed to have cancelled this Agreement and will receive a full refund.
5.2 The Customer’s right to cancel this Agreement starts from the date this Agreement is executed. The Customer then has an evaluation period the duration of which is set out in the Licence Summary in which to cancel (“Cancellation Period”).
5.3 The Cancellation Period can be extended on mutual written agreement by both Parties on a case by case basis.
5.4 In order to cancel this Agreement during the Cancellation Period please contact life on time. An e-mail cancellation notice will be deemed effective from the date of receipt.
6. SUSPENSION OF THE SERVICES
6.1 Life on Time may at its sole discretion and without liability (unless Life on Time is otherwise in breach of the terms of this Agreement) suspend the Customer’s access to or use of the Services either in whole or in part until further notice on notifying the Customer either verbally or in writing in the event that:
- Life on Time is entitled to terminate this Agreement in whole or in part by reason of an event under Clause 16 (Termination);
- Life on Time or any third party providing equipment or services to Life on Time in connection with the provision of the Services needs to carry out work relating to emergency upgrading or maintenance of Life on Time ’s network and/ or computer systems;
- Life on Time reasonably believes that the Services are being used by the Customer in breach of the Customer’s obligations under this Agreement including.
- The Customer or individuals linked to the organisation engage in activities that, in Life on Time ’s reasonable discretion, may cause disruption or damage to Life on Time.
- There is an attack on the Customer’s system or the Customer’s system is accessed or manipulated by a third party without the Customer’s consent; and/ or
- Life on Time or any third party providing equipment or services to Life on Time in connection with the provision of the Services are required by an order, instruction or request of government, regulatory authority, emergency services organisation, or other competent authority that suspension is required.
6.2 Access to the Life on Time’s platform’s and Services is permitted on a temporary FREE TRIAL basis and Life on Time reserves the right to withdraw or amend the Services or functionality without notice. Life on Time will not be liable if for any reason the platform is unavailable at any time or for any period.
6.3 From time to time, Life on Time may restrict access to some parts of the platform or the entire platform.
6.4 Life on Time shall restore Access to the Customer as soon as reasonably practicable after Life on Time verifies that the cause of a suspension has been appropriately resolved.
7.1 Life on Time warrants that it will at all times supply the Services by appropriately qualified and trained personnel.
7.2 Save as expressly specified in this Agreement, all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of any part of the System or the provision of Services are hereby excluded.
7.3 The Customer warrants to Life on Time :
- It has obtained all necessary permissions and consents required by it to enter into this Agreement;
- It will provide Life on Time with such information as Life on Time may reasonably need concerning the Customer’s operations and which may be reasonably necessary in order for Life on Time to provide any of the Services. The Customer shall ensure such information is accurate and complete. Life on Time will, to the extent reasonably practicable, give the Customer reasonable prior notice of any information it requires in accordance with this Clause;
- It shall ensure that all personnel assigned by it to provide assistance to Life on Time in providing the Services shall have the requisite skill, qualification and experience to perform the tasks assigned to them;
- It shall only use the Services for the purposes set out and to the limits set out in this Agreement; and
- In the event of a security breach, or suspected breach of security, involving Life on Time ’s software or system delivering the Service the Customer will inform Life on Time immediately. The Customer acknowledges that Life on Time reserves the right to investigate security incidents and confirms that, should such an investigation be necessary, the Customer will provide any necessary support, which may include the supply of relevant logs.
7.4 Furthermore, the Customer warrants that it shall:
- Comply with any Life on Time policies and, in particular any, data protection policy or regulation;
- Assist with Life on Time ’s reasonable investigation of any Service outages or security problems relating to the Services; and
- Give reasonable written notice to Life on Time of any significant change which it expects to make in the average monthly users accessing the Services.
7.5 The Customer must not, and must procure that its employees, contractors, users, pupils, agents and representatives do not, use the Services:
- to send, receive, access or disseminate any material which is offensive, abusive, indecent, obscene, menacing, fraudulent, or in breach of:
- any obligation of confidentiality;
- any Intellectual Property Right;
- privacy or any applicable data protection legislation; or
- any law or regulation;
- to send or receive any material which contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any information;
- to protect the system or platform and, in particular, to use a high degree of care when utilising or accessing the Services;
- to attempt to obtain access to the code or information on the system or platform;
- to engage in activities that, in Life on Time ’s reasonable discretion, may cause disruption or damage to Life on Time ’s or its third party suppliers network and/ or computer systems or Life on Time ’s provision of services to Life on Time or its third party suppliers other customers
- in breach of instructions given by Life on Time , other than in conformance with any and all user policies of any networks to which it is connected via the Services; and/or
- to gain access to or disseminate any information over the Internet (where the Services include access to the Internet) where Life on Time reasonably believes such access or dissemination would breach any of the terms of this Clause 7.5.
7.6 The Customer must not misuse the platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. The Customer must not attempt to gain unauthorised access to the platform, the server on which it is stored or any server, computer or database connected to the platform or Services. The Customer must not attack the platform via a denial-of-service attack or a distributed denial-of service attack.
7.7 If the Customer breaches Clause 7.5 or 7.6, then it could be committing a criminal offence under the Computer Misuse Act 1990. Life on Time will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the identity of that user to them. In the event of such a breach, Life on Time reserves the right to immediately cease your right to use the platform and Services.
7.8 The Customer confirms that when using the platform and Services that it will comply with all applicable laws and this Agreement. In particular, but without limitation, the Customer agrees not to:
- use the platform or Services in any unlawful manner or in a manner which promotes or encourages illegal activity, breach any law, statute, contract, or regulation, act in a manner that is obscene, defamatory, libellous, unlawfully threatening or unlawfully harassing;
- provide false, inaccurate or misleading information, use an anonymising proxy; attempt to gain unauthorised access to the platform or any networks, servers or computer systems connected to Life on Time . (together the “Restricted Activities”)
7.9 Except as expressly set out in this Agreement or as permitted by any local law, the Customer undertakes:
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the platform or your access to the platform;
- not to make alterations to, or modifications of, the whole or any part of platform nor permit the platform or any part of it to be combined with, or become incorporated in, any other programs or websites;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the platform, except those parts of the platform that are published under open-source licences;
- to include our copyright notice on all entire and partial copies of the platform or Services in any form; or
- not to provide, or otherwise make available, the platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us, except those parts of the platform that are published under open-source licences.
7.10 Notwithstanding Clause 7.8 and 7.9, the Customer agrees to indemnify Life on Time in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of the platform and Services otherwise than in accordance with this Agreement or any applicable laws.
7.11 The Customer warrants to Life on Time that all the information provided to it is true and accurate to the best of their knowledge.
7.12 The Customer undertakes that their login may only be used by them and a login shared by multiple people is not permitted.
7.13 If the Customer fails to comply with Clauses 7.4 and 7.5 Life on Time may remove or block access to any relevant material or suspend access to the Services.
7.14 For the avoidance of doubt Life on Time has no obligation to the Customer to monitor, and will have no liability for, the contents of any communications transmitted by virtue of the Services.
7.15 The Customer acknowledges that Life on Time does not control the transfer of data over the internet and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Life on Time shall not be responsible for any delays, delivery failures or other damage resulting from such problems.
8.1 Neither Party shall exclude or restrict its liability in connection with this Agreement resulting from death or personal injury caused by negligence.
8.2 To the extent permitted by law, Life on Time excludes all conditions, warranties, representations or other terms which may apply to the platform, Services or any content on it, whether express or implied.
8.3 Subject to Clause 8.1, Life on Time will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use the platform, products or Services; or
- use of or reliance on any content displayed on the platform, products or Services.
8.4 Life on Time will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to the Customers use of the platform, products or Services or to their downloading of any content on it, or on any website linked to it.
8.5 Life on Time assumes no responsibility for the content of any third party advertisements, content, products or services shown on websites linked to the platform (including without limitation any error, omission or inaccuracy in such websites or advertisements). Such advertisements and links should not be interpreted as endorsement by Life on Time of those advertisements or linked websites. Life on Time will not be liable for any loss or damage that may arise from the Customer’s use of them, or any goods or services that Customer uses or purchases as a result.
8.6 Subject to Clause 8.1, the maximum aggregate liability of Life on Time under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £200 or the amount that the Customer paid to Life on Time in the previous 12 calendar months, whichever is greater.
The Customer shall be solely responsible for and liable in respect of any obligation upon it to obtain any Government or other consent or licence for using the Services.
10. SUPPORT SERVICES
Life on Time shall provide access to the platform and the Services on terms mutually agreed with a school, education provider or entity.
11. CHARGES AND PAYMENT TERMS
11.1 The Customer shall pay the Charges (together with Value Added Tax thereon at the prevailing rate) to Life on Time within the agreed timeframe of the receipt of a valid invoice.
11.2 Without prejudice to any right of termination, in the event that any payment due under this Agreement is not made on the due date (in the absence of genuine error) Life on Time shall (at its discretion) be entitled to charge interest (both before and after any judgement) on a day to day basis upon the overdue amount at 2.5% (three per cent) above the base rate from time to time of Barclays Bank Plc compounded quarterly. Life on Time reserves the right to claim interest under section 8(2) of the Late Payment of Commercial Debts (Interest) Act 1998.
11.3 Where any payment is overdue (in the absence of genuine error) Life on Time reserves the right to terminate the Services.
11.4 Life on Time reserves the right to increase the cost of the Life on Time Annual Subscription and will make every effort to advise customers, in writing, at least 50 days prior to the next full charging period to which any increase relates. However, where the Contract commences within this 50 day notice period, Life on Time reserves the right to increase the Life on Time Annual Subscription charge and the Contract will be agreed by both Parties as such written notification.
11.5 Notwithstanding any other right under the Agreement to alter the Charges, Life on Time reserves the right to increase the Charges in the event that the Customer’s use of the Services results in a material increase in the level of storage and/or other hosting costs from those reasonably anticipated. Life on Time shall give the Customer fair and reasonable notice of seeking to invoke such a ‘fair usage policy’ in order to provide an opportunity to the Customer to return usage to reasonable levels before any increase in Charges shall take effect.
11.6 Payment Processors
If you provide your payment information, you authorise Life on Time and certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Unless expressly agreed by Life on Time in writing, no Intellectual Property Rights of whatever nature in respect of any part of the Services or the Services Materials shall vest with the Customer.
12.2 The Customer at its own expense will defend and indemnify Life on Time against any reasonable costs and expenses arising out of any claim that any Customer actions under this Agreement of the Services or Services Materials infringe Intellectual Property Rights where such infringement has occurred as a result of any breach by the Customer.
12.3 Where a third party Intellectual Property Rights claim is pending or has arisen Life on Time may either secure the Customer’s right to use the Services or modify it to remove the infringement or (where the infringement cannot be remedied) terminate this Agreement forthwith, recover the system and Life on Time will reimburse to the Customer a reasonable pro-rata proportion of monies paid by the Customer.
12.4 Life on Time shall not gain any rights in the data of the Customer or its users under this Agreement.
13. DATA AND DATA PROTECTION
13.1 Each Party warrants to the other that it shall, in relation with this Agreement, adhere with the provisions of applicable data protection law such as the General Data Protection Regulation 2016/679 (“GDPR”) and the Data Protection Act 2018 (“DPA”) with any modification and shall indemnify the other Party against any reasonable losses, liabilities and costs which it incurs as a result of a breach of this Clause.
13.2 The Customer and Life on Time shall take all reasonable steps to mitigate the risks of data loss inherent in its use of the Services. The Customer agrees that Life on Time shall not be liable for loss of Customer data to the extent that the Customer data has changed within 24 hours of a backup restoration.
13.3 Where, in connection with this Agreement, Life on Time acts as the Customer’s data processor (as defined in the DPA) and processes personal data (as defined in the DPA) for and on behalf of the Customer, Life on Time shall:
- process all data only on the instructions of the Customer;
- implement appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network;
- provide co-operation and assistance to the Customer in allowing data subjects (as defined in the DPA) to have access to those data and/or to ensure that those data are deleted or corrected if they are incorrect (or, if the Customer does not agree that they are incorrect, to have recorded the fact that the data subject considers the data to be incorrect);
- comply with any order, notice, assessment or other instruction of the Office of the Information Commissioner or any similar or equivalent body; and
- upon expiry or earlier termination of the Agreement and, on receipt of a written request, return to the Customer all the Customer’s data in its possession or control. Life on Time shall return the Customer’s data:
- within such time period as the Customer may reasonably specify; and
- in any manner and/or medium as the Customer may reasonably specify.
13.4 In the event that the any data is extracted from the Software the responsibility and liability for such removed data shall fall to the Customer.
14.1 Whenever the Customer makes use of a feature that allows it to upload content to Life on Time’s platforms, the Customer confirms their compliance with the content standards set out in the Acceptable Use Policy (see below).
14.2 The Customer warrants that any such contribution does comply with those standards and that they will be liable to Life on Time which will include an indemnity for any breach of that warranty.
14.3 The Customer grants to Life on Time a perpetual, worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sublicence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content or information uploaded to the platform and site.
14.4 Life on Time has the right to disclose the identity of a Customer to any third party that is claiming that any content posted or uploaded by the Customer to Life on Time platform’s constitutes a violation of their intellectual property rights, or of their right to privacy.
14.5 Life on Time has the right to remove any posting by the Customer in the event that Life on Time concludes the post does not comply with the content standards set out in the Acceptable Use Policy.
14.6 The Customer acknowledges and agrees that Life on Time acts merely as a passive conduit and host platform for the uploading storage and distribution of such content. The views expressed by other users on Life on Time does not represent the views or values of the company. Life on Time cannot and does not review the content created or uploaded by its users, and neither does Life on Time nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders have any obligation, and does not undertake or assume any duty, to monitor Life on Time for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of this Agreement or applicable law.
14.7 The Customer is solely responsible for all of their content uploaded, posted or distributed to, on or through Life on Time’s platforms, and to the extent permissible by law, Life on Time excludes all liability with respect to content and the activities of users.
15.1 Life on Time and the Customer shall keep confidential all information received by them relating to any part of the business and affairs of the other Party and, in the case of the Customer, any aspect of the Services designated as confidential by Life on Time provided that these obligations shall not apply to information which:
- is or becomes publicly known through no wrongful act of the Party concerned, is required to be disclosed by an order of law or other binding authority, or is disclosed to any adviser of either Party bound by a professional duty of confidentiality.
15.2 Each Party shall notify the other in writing if it becomes aware of any breach of confidentiality and give all reasonable assistance to the other Party in pursuing its rights where a breach of confidence occurs.
16. FORCE MAJEURE
If either Party is unable to carry out any of its obligations under this Agreement due to a Force Majeure this Agreement shall remain in effect and both Parties’ obligations in respect of the matter concerned shall be suspended without liability until the Force Majeure ceases to exist. Either Party may terminate the supply of the part of the Services or the Services concerned if the Force Majeure cannot be remedied in all material respects within three months of its commencement.
17.1 Either Party may terminate this Agreement by giving at least 90 days prior written notice to the other Party, such notice to be effective from the end of either the Initial Term or subsequent Anniversary of this Agreement in which notice of termination is given.
17.2 Either Party may terminate this Agreement in the event that the other Party enters into a voluntary arrangement with its creditors or (being an individual) is the subject of a bankruptcy order or (being a partnership, company or other body) enters into any formal proceedings (or anything analogous) for its administration, receivership, winding-up or liquidation (except for the purpose of amalgamation or a solvent reconstruction) or otherwise ceases to trade.
17.3 Life on Time may terminate this Agreement in whole or in part by giving notice in writing to the Customer if the United Kingdom Government announces the repeal of or any changes to any legislation or the withdrawal of proposed legislation in connection with which any part of the Services provided hereunder were designed or intended to assist the Customer in fulfilling its own statutory obligations or those of its clients, such termination to be effective on the date on which such repeal, change or withdrawal takes effect.
17.4 Where the termination of this Agreement by Life on Time results from a breach of this Agreement by the Customer, Life on Time shall be entitled to retain all the Charges paid to Life on Time by the Customer up to and including the date of termination.
17.5 Any termination of this Agreement shall be without prejudice to the remedies of either Party in respect of a subsisting breach.
Life on Time are required to provide certain information to the Customer in writing. By accepting this Agreement, the Customer agrees that Life on Time can communicate with the Customer electronically either by email or by posting notices on Life on Time.
19. LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the Courts of England.
20.1 This Agreement sets out the entire agreement and understanding between the Parties in connection with its subject matter and shall override all previous verbal or written agreements and understandings, save in respect of fraudulent misrepresentation.
20.2 Life on Time may revise this Agreement (or any of the documents referred to in this Agreement) at any time in accordance with the communications provisions set out in Clause 18. Please check this page to take notice of any changes that are made as they are binding. Continued use by a Customer of the platform and Services shall constitute their consent to such changes.
20.3 Use of the platform and Services is at a Customer’s own risk. The platform, products and Services are provided on an “as is” basis. Life on Time do not warrant or guarantee that the platform, products and Services with all or part of its contents will be always available or that its use will not be interrupted.
20.4 The Customer acknowledge that the platform, products and Services may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.
20.5 The Parties respectively shall ensure that there are done and executed all acts, documents and other things as may reasonably be required for securing each of the rights and obligations of the Parties under this Agreement.
20.6 Save as provided in this Agreement, neither Party shall be entitled to sub-licence, assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Life on Time (not to be unreasonably withheld).
20.7 This Agreement shall be binding on and shall continue for the benefit of the successors and permitted assigns (as the case may be) of each of the Parties hereto.
20.8 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding expiry or earlier termination.
20.9 No whole or partial failure to exercise and no delay in exercising any right hereunder shall operate as a final waiver thereof unless expressed as such in writing.
20.10 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
20.11 The Parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21. CONTRACT VARIATIONS
20.1 Either Party may at any time request a change in the provision of the Services which Life on Time is contracted to supply.
20.2 Any such request shall be made in writing and shall provide reasonable particulars of the requested change sufficient to enable Life on Time to comply with its obligation to provide a response.
20.3 The Parties shall procure that a copy of each variation shall be annexed to the Agreement. For the avoidance of doubt, no other variation or amendment to this Agreement shall be binding on either Party unless such variation or amendment is also made in writing by the authorised representative of either Party.
This acceptable use policy sets out the terms between you ( the ‘customer’) and us (‘Life on Time’) under which you may access the youHQ platform (“youHQ”). This acceptable use policy applies to all users of, and visitors to, youHQ.
Life on Time is operated by Life on Time Limited (“us” or “we”). We are registered in England and Wales under company number 12002332 have our registered office at 1 Shearers Close, Weavering, Maidstone United Kingdom. Our VAT number is 339 8428 59.
You may use youHQ only for lawful purposes. You may not use it:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- for the purpose of harming or attempting to harm minors in any way;
- to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (see below);
- to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and/or
- to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also by using youHQ and any of Life on Time software to agree:
- not to access without authority, interfere with, damage or disrupt:
- any part of Life on Time or it’s platforms;
- any equipment or network on which Life on Time platform’s is stored;
- any software used in the provision of Life on Time; or
- any equipment or network or software owned or used by any third party.
Interactive services (Goals, actions, survey’s and mood indicator)
With regard interactive services (Goal setting, learning confidence survey and mood checker) on youHQ (“interactive services”). We are under no obligation to oversee, monitor or moderate any interactive service we provide on our platforms, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user, whether the service is moderated or not.
These content standards apply to any and all material which you contribute to youHQ (“contributions”), and to any interactive services associated with it.
You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
- comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
- contain any material which is defamatory of any person;
- contain any material which is obscene, offensive, hateful or inflammatory;
- promote sexually explicit material;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- infringe any copyright, database right or trade mark of any other person;
- be likely to deceive any person;
- be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- promote any illegal activity;
- be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
- be likely to harass, upset, embarrass, alarm or annoy any other person;
- be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- give the impression that they emanate from us, if this is not the case; and/or
- advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
Suspension and termination
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of youHQ. When a breach of this policy has occurred, we may take such action as we deem appropriate.
- immediate, temporary or permanent withdrawal of your right to use YouHQ;
- immediate, temporary or permanent removal of any posting or material uploaded by you to YouHQ;
- issue of a warning to you;
- legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- further legal action against you; and/or
- disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes to the acceptable use policy
We may revise this acceptable use policy at any time by providing at least fourteen (14) days’ notice by email.
Data Sharing and Processing Agreement
Purpose of this Document
This document sets out the Data Sharing and Processing Agreement between Life on Time Limited (LOT) in respect of its software product YouHQ and its use by your educational establishment1 (the “Establishment”) with regards to the sharing of data relating to individual children, parents and/or guardians, employees and others associated with the Establishment.
YouHQ’s Data Sharing and Processing Agreement is based around the principles of the Data Protection Act 1998 and other relevant legislation, guidance2 and advice.
YouHQ is LOT’s web-based software package that helps educational establishments monitor and improve wellbeing and personal development. youHQ allows students to set goals and actions, create ideas and also have access to wellbeing & PSHE content. youHQ stores users data, including personal ideas and goals, along with email addresses and names.
Roles and Responsibilities
As defined in the Data Protection Act 1998, LOT is acting in the role of Data Processor. The Establishment will always be the Data Controller. Establishments must ensure that, as Data Controllers, they have the ability to share data in accordance with this Agreement and that they consider there to be relevant measures in place to ensure that the data is held securely and confidentially.
The Establishment has a responsibility to ensure that sufficient security measures are employed within the Establishment and/or on the devices which the Users are using to access the System. Guidance is appended in Annex A at the end of this document.
An educational establishment may refer to a nursery, primary, secondary, college, university, PRU or any other related educational setting, or commercial/charitable organisation which may use youHQ.
In accordance with the Data Protection Act, in its role of Data Processor, LOT will only act on instructions from the Data Controller i.e. the nominated user(s) at the Establishment. Furthermore, LOT, as the Data Processor, will comply with security obligations equivalent to those imposed on the Data Controller itself. These points form part of the contract between LOT and the Establishment.
Use of Data
LOT will only collect and use personal data where there are legitimate grounds to do so. Within the
context of providing the YouHQ software to an Establishment, relevant data will be stored on LOT servers.
The principal data fields that will be held are ;
• First name (preferred and legal);
• Surname (preferred and legal);
• Year group;
• Registration group/class;
• Email address
• Ideas, Goals and actions
• Survey results
• Mood emoji scores
These data fields may be varied from time to time to be used only for the purpose of displaying information for the authorised users of youHQ. The Data Controller in the Establishment will be notified by LOT of any changes made to the extracted data set.
The principal purpose for extracting data and storing it within YouHQ is so that users can set create ideas, set goals and actions and for the establishment to be able to monitor user progress.
The arrangements for storing and archiving retained data will be agreed in advance with your Data Controller. All data retained by Life on Time Ltd on behalf of your Establishment will be handled in accordance with the appropriate legislation and statutory guidance.
Removal of Data
At the end of the contract between Life on Time and the Establishment, LOT will delete the data stored within YouHQ on the instruction of the Establishment.
Rights of Access
The data held in YouHQ should be handled in accordance with your Establishment’s Data Protection policy in the same way as any of the other sensitive personal data held on paper or computer systems within your Establishment.
The YouHQ database it is encrypted using Secure Sockets Layer (SSL) technology.
Once the installation of YouHQ in your Establishment is complete, youHQ’s development team may on occasion view the establishment’s data, to enable make improvements and fix technical issues. Support staff may be requested by your Establishment to assist with a technical issues. In these circumstances and only at your request, we may use remote support tools, or on occasion visit your Establishment, to view the screen(s) that a user from the Establishment is viewing. The Establishment user should remain present during the entirety of the support session to supervise access to any personal data.
You are reminded that you should avoid sending personal information to LOT directly.
LOT will not share, or permit anyone other than your Establishment, to view your data unless requested or authorised by the establishment.
LOT warrants that it will provide a secure and resilient hosting service – further information on security is available in YouHQ’s security policy. The person responsible for security in LOT is the Managing Director.
Establishments that wish to use youHQ should, as a minimum, be able to adhere to the basic steps stated in the attached questionnaire at Annex A. Whilst compliance may be seen as an additional burden, it is deemed to be in the best interests of the Establishment, pupils/students and LOT that assurance is provided around the delivery of the end-to-end service and use of youHQ.
If you require any further information, have any concerns, questions, or would like to make a complaint about YouHQ’s data processing practices, please email email@example.com.
In order to use YouHQ your Establishment must understand and accept this agreement and confirm that you have taken adequate steps to protect personal data.
More information on your responsibilities for complying with the Data Protection Act can be found at:
Annex A: Security Questionnaire for
It is suggested that the Establishment reviews its IT Security Policy using the following questionnaire as a guide to ensure that personal data is protected from within the Establishment’s own network.