Terms and Conditions

These terms and conditions (the “Terms”) govern Your use of products, services, any informational content and materials relating to the products and services (“Services”) made available by us. For the purposes of these Terms, “we,” “us”, “our” or “BSD” means the relevant company described in the table in Section 10.1.

Your use of our Services are subject to these Terms. The type of Services that are available to you will differ depending on the whether you are obtaining Services through: (a) an ordering document with us (“Order”); or (b) signing up online at our website at https://app.bsd.education (“Online Sign-ups”). Online Sign-ups are free of charge, and provided on an “as is” and “as available” basis, with limited features. The Order or Online Sign-ups (as appropriate) and these Terms, are collectively referred to as “Agreement”. In the event of any conflict, the Order or Online Sign-ups shall prevail over these Terms. If you accept the Agreement on behalf of a legal entity, You represent that You have the authority to bind such entity and its Affiliates to the Agreement. If you do not have such authority or do not accept any part of the Agreement, you should not use our Services. For the purposes of these Terms, “You” or “Your” means: (a) an individual who subscribes to our Online Sign-ups; or (b) an individual or a company and/or any of its entity that directly or indirectly controls, is controlled by, or is under common control with that company (“Affiliates”) who has an Order with us.

1        OUR SERVICES

1.1        Provision of Services. Upon acceptance of the Agreement, we will: (a) make our Services available to You within a reasonable period; (b) provide applicable support for Your Order at no additional charge, except for upgraded support specified under an Order; (c) use commercially reasonable efforts to make our Services available 24 hours a day, 7 days a week, except for: (i) planned downtime with reasonable advance electronic notice; (ii) any unavailability caused by any events outside of our reasonable control (including but not limited to war, civil disorder, terrorism, decision of any court or other judicial body of competent jurisdiction, unavailability of equipment, power or other utility, failure or non-availability of Internet or telecommunications network, acts of government or other prevailing authorities or defaults of Third Parties) (“Force Majeure”); (d) reserve the right at all times to modify our Services upon 7 days notice in writing; and (e) maintain industry standard safeguards for protection of the security, confidentiality and integrity of all data, including personal data, which is provided to us by or on behalf of You or the User, through use of our Services (“User Data”). “User” means an individual (including Your employees, students, consultants, contractors or agents) whom You made an Order for.

1.2        Beta Services. Where your access to the Services is through an Order, we may provide You with services which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (“Beta Services”), at no additional charge. You may choose to use such Beta Services at Your sole discretion. Our Beta Services are intended for evaluation purposes and are not for production use nor supported. Unless otherwise stated, any Beta Services will expire upon the date that a version of those Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time and may never make them generally available.

2        USE OF SERVICES AND CONTENT

2.1        Use of Services. You agree that a Users’ or Your password must be kept confidential at all times. Your use of our Services is also not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features of our Services.

2.2        Usage Restrictions. You warrant and undertake that, You shall: (a) remain solely responsible for all use (and misuse) of our Services by You and/or the Users; (b) be responsible for the accuracy, quality and legality of User Data and the means by which You acquired it; (c) comply (and ensure Users’ compliance) with this Agreement and all applicable laws; (d) comply with terms of service of any software, service, content or information connected with our Services (“Non-BSD Application”) that is created or provided by a third party, other than us (“Third Party”); (e) notify us in writing if you require withdrawal of authorisation for a User; (f) be responsible for configuring Your own information technology (including virus protection software) and telecommunications to use our Services; (g) not sell, resell, license, sublicense, distribute, make available, rent or lease our Services, or include our Services in a service bureau or outsourcing offering, unless you have obtained our prior written consent; (h) not use our Services or Non-BSD Application to store or transmit code, files, scripts, agents or programs intended to do harm, including, viruses, worms, time bombs and Trojan horses, infringing, libellous, or unlawful or tortious material and/or to store or transmit material which violates Third Parties’ rights; (i) not interfere with or disrupt the integrity or performance of our Services or attempt to gain unauthorized access to our Services or its related systems or networks; (j) not attempt to copy (or allow others to copy or evaluate copies of), adapt, modify, reverse engineer, disassemble, or decompile or make error corrections to, create any derivative works or other works that are based upon or derived from our Services, in whole or in part; (k) not frame or mirror any part of our Services; and (l) not access our Services for the purposes of monitoring our availability, performance or functionality, or any benchmarking or competitive purposes. We shall have the right to change User or Your passwords and lock or suspend accounts where we have reason to believe that You or Users or accounts may be in breach of this Agreement. We will use reasonable endeavours to notify You if this occurs.

3        NON-BSD PROVIDERS

3.1        Interoperation with Non-BSD Applications. Our Services may contain features designed to interoperate with Non-BSD Applications. To use such features on our Services, You may be required to obtain access to such Non-BSD Applications, and grant us access to Your account(s) under such Non-BSD Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if, without limitation, the interoperation of the Non-BSD Application with the corresponding Service features is unacceptable to us. Any use of such Non-BSD Applications and any exchange of information with the non-BSD Application is solely between You and the provider of such Non-BSD Application. We are not responsible for any losses, damages or other costs or expenses incurred by You through Your use of such Non-BSD Applications.

3.2        Accessing User Data. If You choose to use a Non-BSD Application with our Services, You consent to the Non-BSD Application and its provider accessing Your User Data for the interoperation of that Non-BSD Application with our Services. We are not responsible for any disclosure, modification or deletion of User Data resulting from such access.

4        FEES AND PAYMENT

4.1        Subscription Fees. Payment of applicable subscription fees (“Subscription Fees”) are based on an Order and not actual usage by Users. Subscription Fees paid are non-refundable.  Our Subscription Fees exclude any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any applicable laws (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your Order.

4.2        Invoicing and Payment. We will invoice You in advance either annually or in accordance with any billing frequency stated in the Order during the relevant subscription term specified under an Order (“Subscription Term”). Unless otherwise stated, invoiced charges are due net 30 calendar days from the invoice date and payable in accordance with the payment method stipulated in the Order. You are responsible for providing us with complete, updated and accurate billing and contact information and notifying us of any changes to such information.

4.3        Overdue Charges. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower: and/or (b) we may apply future subscription renewals.

4.4        Suspension of Service and Acceleration. If any amount owing by You under this Agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized us to charge to Your credit card), without limiting our other rights and remedies, Your unpaid Subscription Fees may become immediately due and payable, and we may suspend our Services to You until such amounts are paid in full.

4.5        Payment Disputes. We will not exercise our rights under Section 4.3 or 4.4 above if You are, in our opinion, disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5        PROPRIETARY RIGHTS AND LICENSES

5.1        Reservation of Rights. We grant you a limited, non-exclusive, non-transferable licence, without right to sub-license for the Subscription Term under an Order or in relation to Online Sign-ups, for the entire period when such Services are available to You, to use our Services in accordance with this Agreement. All Intellectual Property Rights in and to our Services, including all improvements made to our Services, whether submitted or suggested by you or otherwise, shall be and remain vested in us or our licensors. Nothing in this Agreement shall be construed as transferring any right of ownership over any such Intellectual Property Rights to You or constitute a waiver of our and our licensors’ rights under the applicable laws. “Intellectual Property Rights” means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

5.2        Use of Users Data. You agree that we may: (a) use the User Data for the purposes of (collectively “Purposes”): (i) providing You or the User with our Services and related services in accordance with this Agreement; (ii) allowing us to improve our Services and the related services; (iii) managing and improving our (and our Affiliates’) business operations; and (b) disclose and transfer the User Data (including the transfer of such User Data outside of the country in which the User Data was collected) to our Affiliates and Third Party related to the Purposes. 

5.3        Proprietary Rights of User Data. You warrant and undertake to us that: (a) You have all the necessary rights to upload the User Data; and (b) our processing of User Data for the purposes of supplying our Services shall not infringe any Third Party’s rights including Intellectual Property Rights, nor contravene any applicable law.

5.4        License to Host User Data and Applications. You grant us, our Affiliates and subcontractors a worldwide, limited-term license to host, copy, reproduce, transmit and display User Data, any Non-BSD Applications and program code created by or on Your behalf, for us to provide our Services in accordance with this Agreement.

5.5        License to Use Feedback. You grant us, our Affiliates and subcontractors, a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of our Services and/or our Affiliates’ Services.

6        CONFIDENTIALITY

6.1        Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes User Data; our Confidential Information includes, without limitation, the Services; and Confidential Information of each party includes, without limitation, the terms of this Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information excludes any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party or received from a Third Party, without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party.

6.2        Protection of Confidential Information.  The Receiving Party shall: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections similar to this Agreement. Neither party will disclose the terms of this Agreement to any Third Party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6. Notwithstanding the foregoing, we may disclose the terms of this Agreement to a subcontractor or Non-BSD Application provider to the extent necessary to perform our obligations to You under this Agreement.

7        REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1        Representations and Warranties. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Except as expressly stated in writing, we make no representation or warranties in respect of our Services and that the use of our Services will be uninterrupted or error-free.

7.2        Disclaimers. To the maximum extent permitted by law, neither party makes any representation, condition, warranty or assurance of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement and all liability and indemnification obligations for any harm or damages caused by any Third Party hosting providers, including non-BSD Applications. You acknowledge that our Services are provided “as is” and that our Services have not been developed to meet Yours or the individual requirements of each User.

8        LIMITATION OF LIABILITY

8.1        Limitation of Liability. In no event shall the aggregate liability (whether in contract, tort (including negligence) or otherwise) of either party and its Affiliates arising out of or related to this Agreement exceed the total amount paid by You and/or Your Affiliates for the relevant part of our Services which is the subject of the claim during the 12 months immediately prior to written notification of the claim.

8.2        Exclusion of Consequential and Related Damages. In no event will either party or its Affiliates have any liability (whether in contract, tort (including negligence) or otherwise) arising out of or related to this Agreement for any loss of profits, revenues, goodwill, or indirect, special, incidental, consequential, business interruption or punitive damages whatsoever or howsoever incurred, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose. Nothing in this Agreement shall exclude or limit any liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot by law be limited or excluded.

9        TERM AND TERMINATION

9.1        Term of Agreement. This Agreement commences on the date You first accept it and continues until: (a) the Subscription Term has expired; (b) we cease to provide Online Sign-ups; or (c) has been terminated in accordance with this Agreement.

9.2        Term of Subscriptions. The Subscription Term shall be as specified in an Order. Unless otherwise stated, subscriptions will automatically renew for additional periods equal to the initial Subscription Term or 1 year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. Once a renewal term has commenced, requests to cancel such renewal term will be effective at the end of the current Subscription Term.

9.3        Termination. A party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such 30-day period; (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately upon notice in writing to the other party if a Force Majeure event continues for more than 60 days.

9.4        Refund or Payment upon Termination. Upon termination of this Agreement, You will pay any unpaid and outstanding Subscription Fees and we will not refund You any prepaid Subscription Fees covering the remainder of the term of the Order. In no event will termination relieve You of Your obligation to pay any fees payable to us for the period prior to the effective date of termination. In addition, on termination of this Agreement for any reason: (a) the licence to use our Services shall immediately terminate; and (b) we may disable access to Your account and You and Users will no longer be able to use our Services. Following 30 days of termination of this Agreement, we will delete or destroy all copies of User Data or internally archive User Data for archival purposes, unless prohibited by applicable laws.

9.5        Surviving Provisions. Sections 4, 5, 6, 7, 8, 9.3, 9.4 and 10 will survive any termination or expiration of this Agreement.

10        CONTRACTING PARTY, NOTICES, GOVERNING LAW AND JURISDICTION

10.1        Governing Law and Jurisdiction. This Agreement is governed by the applicable laws set out in the table depending on where You are domiciled or Your principal place of business, without regard to choice or conflicts of law rules. The parties agree to submit to the exclusive jurisdiction of the applicable courts below.

11        GENERAL PROVISIONS

11.1        Entire Agreement. This Agreement is the entire agreement between You and us regarding Your use of our Services and supersedes and extinguishes all prior oral and written agreements, proposals or representations. No addition to or modification of this Agreement will be binding on the parties unless made in writing. Notwithstanding the foregoing, we reserve the right to amend these Terms at any time and from time to time by reasonable notice (including via email to Your email address associated with Your account or by notifying You next time you log into or access our Services). You agree to be bound by the most current version of these Terms in effect from time to time. If any provision, or any portion, of this Agreement is found to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

11.2        Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This Agreement is between You and us. No other person shall have any rights to enforce any of its terms. You shall not assign, sub-license, sub-contract or otherwise deal with all or any of Your rights and obligations under this Agreement without our consent. We shall have the right to assign all or any of our rights and obligations under this Agreement with reasonable notice to You. We may sub-contract the performance of any of our obligations under this Agreement to any Third Party, but such sub-contracting shall not relieve us of any liability under this Agreement. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.3        Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be deemed effective when received and shall be delivered in person, or by mail, postage prepaid, for delivery as registered or certified mail addressed, return receipt requested to the designated contact by You and Us. You should direct all notices to the address set out in the table in Section 10.1 above.