Software Licence Terms and Conditions

Software Licence Agreement (“MSA”) relating to Process Suite CONNECT

1. Definitions and Interpretation
1.1. In these Terms and Conditions, the following expressions have the following meanings:
1.1.1. “Client” means the individual, firm, educational institution or corporate body using the Software. Where an individual is entering into this Contract on behalf of an organisation, the individual confirms they have the authority to enter into this Contract on behalf of that organisation and the organisation shall be the Client in the context of this Contract. For the avoidance of doubt, “you”, “your”, “yourself” or “yourselves” is a reference to the Client;
1.1.2. “Company” means Changing Education Ltd, a company registered in England under number 06677456, whose registered office address is at Emmerson Accountancy Ltd, FAO, Changing Education Ltd, Atlantic Business Centre, Atlantic Street, Altrincham, Cheshire, WA14 5NQ. For the avoidance of doubt, “we”, “us” and “our” is a reference to the Company;
1.1.3. “Business” means the individual, firm, or corporate body together with any subsidiary or associated company to whom the Student is supplied or introduced by us;
1.1.4. “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
1.1.5. “Services” means our introduction of work experience, career advice, and guidance, or any other services/product we provide to you;
1.1.6. “Software” means either the Connect platform, Work Experience Suite, Student App, Student Web Portal, Employer Portal or any other software that is made available to you as part of the order contained within Schedule 1 (where appropriate).
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1. “writing” and “written” include emails and similar communications;
1.2.2. a statute is a reference to that statute as amended or re-enacted at the relevant time;
1.2.3. “these Terms and Conditions” is a reference to this Master Services Agreement as amended or supplemented at the relevant time;
1.2.4. a clause refers to a clause of these Terms and Conditions;
1.2.5. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3. The headings used in this MSA are for convenience only and shall not affect their interpretation.
1.4. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Contract
2.1. The acceptance of our proposal and agreement, whether electronically or otherwise, or the placement of an order or renewal which is substantially in the form of that appended at Schedule 1 hereto (each, an “Order Form”), constitutes the formation of a legally binding contract between us and you.
2.2. The execution of this MSA by both parties signifies the Client’s acknowledgement, agreement and acceptance of the terms and conditions hereunder (the “Terms and Conditions”). Alongside any additional terms specified in an Order Form(s) (which we have agreed to in writing), these Terms and Conditions shall be the sole terms governing the relationship between the Company and the Client, effective upon the signing of this MSA, irrespective of the timing of the software or services utilisation.
2.3. These Terms and Conditions shall take precedence over all other terms and conditions which may be agreed between the Parties. Notwithstanding anything to the contrary, any and all Order Form(s) shall incorporate, be subject to and construed in accordance with these Terms and Conditions, unless expressly agreed otherwise and taken together shall all form our contract (the “Contract”).
2.4. Upon the formation of the Contract and subject to the receipt of payment as stipulated in clause 4, we will then grant you a non-exclusive, non-transferable licence to use the Software. This licence is granted solely for your internal business operations and is bound by the stipulations of these Terms and Conditions.
2.5. These Terms and Conditions represent the entire agreement between you and us. No other terms, conditions, or understandings, whether your own or those of a third party, shall form part of the Contract unless expressly agreed to in writing by us. Any variation to these Terms and Conditions, whether explicit or implied, is contingent upon our written consent.
2.6. The initial term of the Contract shall be at least the longer of one full academic year or 12 months, unless specified otherwise, and in each case subject to automatic renewal at the 12-month anniversary, subject to current Terms and Conditions, on that date, unless otherwise specified within Schedule 1 (where appropriate).
2.7. When a Contract automatically renews, it will renew for a period no less than the initial term. Any such term beyond the initial term shall hereinafter be referred to as a “Term”.
2.8. Continuation of this Contract beyond the initial term is predicated upon the absence of a termination notice, which must be issued as per clause 7 to be effective.
2.9. Upon renewal of the Contract, no new order form will be issued. The renewal will be based on the original order form dated on or around the date of this MSA, including any amendments or additional services purchased by the Client during the previous term. Any changes to the scope of services or terms must be agreed upon in writing by both parties before the renewal period begins. The Client agrees that any adjustments made during the prior term will carry over into the renewal unless otherwise specified.
2.10. This Contract, including the licence granted herein, shall commence on the date you sign or accept this MSA. It is subject to renewal under the terms outlined in clause 2 or within Schedule 1 (where appropriate). Either party may terminate it by the termination provisions specified in these Terms and Conditions and clause 7.
2.11. Upon renewal, these Terms and Conditions shall continue to apply. We reserve the right to update these terms and conditions and provide them with information at the point of renewal.
2.12. We reserve the right to update these Terms and Conditions at any time to reflect changes in law, rule, regulation, or for other legitimate business or administrative purposes. We will notify you of any material changes to these Terms and Conditions at least 30 days prior to the renewal date. This notification will be provided in writing and will detail all amendments made. Your continued acceptance of our Services after the renewal date constitutes your agreement to the updated Terms and Conditions. If you do not agree with the changes, you may terminate the Contract in accordance with the provisions set out in Clause 9.
2.13. Throughout the performance of the Services, as applicable, you agree and undertake to provide clear, lawful and timely instructions.

3. Software
3.1. It is your responsibility to ensure that your officers, directors, employees, consultants, contractors, representatives, agents, and other parties under your control or acting at your direction who will use the Software do so by these Terms and Conditions and are accordingly informed of the same.
3.2. You will ensure and procure that any person authorised to use the Software who leaves your employment or engagement has their access to the Software removed promptly and, in any case, that they have no access to the Software whatsoever on the date their employment or engagement ends. You must notify us at the earliest opportunity, at least 7 days before the person leaves employment or engagement, so we can delete their user account where applicable. You will use best endeavours to prevent any unauthorised or unlawful access to or use of the Software and, in the event of any such unauthorised access or use, shall notify us immediately.
3.3. All proprietary rights in the Software remain with the Company. You shall not:
3.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Software in any form or media or by any means;
3.3.2. attempt to reverse compile, disassemble, or reverse engineer all or any part of the Software;
3.3.3. access all or any part of the Software to build a product or service that competes with the Software;
3.3.4. vary, delete, or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software;
3.3.5. sub-licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party unless expressly authorised by us; or
3.3.6. attempt to obtain or assist third parties (directly or indirectly) in obtaining access to the Software other than as provided under this clause 3.
3.4. We do not warrant that your use of the Software will be uninterrupted or error-free or that it will meet your requirements.
3.5. We are not responsible for any delays, delivery failures, or any other loss, cost, expense or damage resulting from the transfer of data over communications networks and facilities, including the Internet. You acknowledge that the Software may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3.6. We reserve the right to perform maintenance at any time at our discretion but will endeavour to give you advance notice where possible.
3.7. The Client undertakes to ensure that each authorised user keeps their password confidential. You can change or reset passwords. This Client must immediately notify the Company if, for any reason, the account password has become known to someone else or if the software or password is being or likely to be used in an unauthorised manner.
3.8. The Client shall not store, distribute, or transmit any viruses or any material on any web or mobile applications provided or during its use of the Software that:
3.8.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
3.8.2. facilitates illegal activity;
3.8.3. depicts sexually explicit images;
3.8.4. promotes violence, crime, fraud or terrorism;
3.8.5. is knowingly discriminatory based on race, gender, age, religious belief, sexual orientation, disability, or any other protected category; or
3.8.6. causes or may cause damage or injury to any person or property,
and we reserve the right, without liability to the Client, to remove any content that breaches the provisions of this clause.
3.9. The rights provided under these Terms and Conditions are granted to the Client only and shall not be considered granted to any subsidiary or holding company/ parent undertaking of the Client without our written permission.
3.10. The Client shall own all rights, title and interest in and to all content and data uploaded by the Client that is not publicly available and shall have sole responsibility for its legality, reliability, integrity, accuracy, and quality. For the avoidance of doubt, we do not monitor and will have no liability or responsibility for the contents of any content or communications transmitted by the Client using the Software.
3.11. Where the Client uploads information to the Software that is already publicly available, the Company reserves the right to collect and use such public information. The Company may incorporate this information into its existing database for internal use and further processing in accordance with applicable data protection laws. The Client confirms that no confidential or proprietary rights are associated with such publicly available information and acknowledges the Company’s rights to use such information as stated.
3.12. The Client agrees to indemnify and hold harmless the Company, its directors, officers, representatives, consultants, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses, including reasonable legal fees, arising from or related to any content or data the Client or their users upload, store, or transmit using the Software. This includes claims related to the infringement of intellectual property rights, data breaches, or illegal content. The Client is responsible for ensuring that the content they upload is legal, reliable, accurate, and of good quality. This indemnity will continue even after this Contract has ended.
3.13. The Company aims to provide a software availability target of 99% uptime. This figure represents an objective rather than a legally binding commitment. We strive to achieve this level of service availability to ensure a reliable user experience.
3.13.1. Availability is calculated as the percentage of total time in a calendar month that the software is available, excluding any scheduled maintenance periods.
3.13.2. In order to maintain performance and security of the software, we conduct regular scheduled maintenance. We will provide clients with a minimum of 48 hours’ notice for scheduled maintenance. Maintenance is typically performed during off-peak hours to minimise any potential disruption to services.
3.13.3. Occasionally, urgent maintenance is necessary to address security vulnerabilities or critical performance issues. In such cases, the Company reserves the right to perform maintenance without prior notice. We commit to restoring service as quickly as possible and to communicating with clients promptly regarding the nature of the emergency and expected service restoration times.
3.13.4. All maintenance notifications will be communicated via email.
3.13.5. The Company shall not be liable for any delays, disruptions, losses, or damages arising from any unavailability or failure of the Software, including but not limited to service interruptions, downtime, or network failures. These may be caused by factors outside of the Company’s control, including third-party failures, force majeure events, acts of government, or other unforeseen circumstances. The Client acknowledges that scheduled maintenance and security updates may also cause temporary service unavailability, which will be communicated with reasonable notice where possible. In the case of emergency maintenance to address critical issues, the Company reserves the right to conduct such maintenance without prior notice to restore services as quickly as possible.

4. Payment and Licence
4.1. The fee payable for using the Software or Services is as stated in Schedule 1 (or where appropriate). Payment is required before access to the Software or Services becomes available.
4.2. Unless otherwise specified, the fee is an annual fee which shall become due and payable as per Schedule 1. Upon expiry of your initial term, the contract shall automatically renew, with payment being collected through direct debit, BACS transfer, or credit/debit card unless you cancel in accordance with clause 7 and are invoiced accordingly.
4.3. Where licence volume increases are required partway through the Contract, the Client agrees to provide reasonable advance notice to the Company, and agrees that fees related to a licence volume increase are paid within 30 days of such notification.
4.4. The licence details will be outlined within Schedule 1, where applicable.
4.5. Once an increase in the number of licences is approved and implemented, any reduction in licences during the term of the Contract is subject to a penalty. If you wish to decrease the number of licences, a penalty equal to 50% of the annual fee for each licence reduced will be charged. Such reductions and penalties are only applicable at the renewal of the Contract and must be requested in writing. This penalty compensates for administrative costs, lost revenue, and resource allocation based on the initially agreed licence volume.
4.6. At renewal, any reference to Schedule 1 is not applicable, and instead shall be replaced by the renewal invoice.
4.7. We reserve the right to review our licence fees periodically, in line with the Consumer Price Index (CPI) and during your contractual period. Before such a change takes effect, we will provide you with a minimum of 30 calendar days’ notice.
4.8. Any service-related charges will be invoiced in advance before we begin our services. All invoices are payable within the specified payment period as per clause 4.9.
4.9. All payments are payable via Direct Debit, BACS, or credit/debit card as specified within Schedule 1 (where appropriate), within 30 days of receipt of the invoice in advance, on an annual rolling basis.
4.10. All sums payable under the Contract are exclusive of VAT at the current rate.
4.11. You shall be liable for all additional services, claims, damages, costs, and expenses incurred by us, including but not limited to printing costs, travel costs, DBS checks where required, and any other third-party services, which shall be payable upon receipt of the invoice.
4.11.1. The services provided under this Contract are limited to those expressly detailed in the proposal or order form. Any additional services, including customisations, consultations, or third-party services not explicitly outlined in this Contract, will incur additional charges, which must be agreed upon in writing prior to the commencement of such services. The Company reserves the right to refuse the provision of services not covered by the original scope without prior agreement on charges.
4.11.2. If the Client requires assistance with Risk Management and/or the Sourcing of Work Experience Placements, these services will be subject to additional terms and conditions. The details of such services, including associated fees, timelines, and deliverables, will be outlined in a separate agreement provided to the Client at the time of request.
4.11.3. Any additional services, modifications, or changes to the scope of work must be agreed upon in writing before commencement, and the Company reserves the right to refuse additional services if not aligned with the original agreement. The Client acknowledges that any such requests may incur additional fees.
4.12. If payment is not received within the specified payment period, we reserve the right to suspend our services and charge interest on any outstanding fees at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the actual date of payment, by the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge the cost of legal expenses and other costs incurred to recover any outstanding debt.
4.13. All payments by the Client shall be made in pounds sterling without any set-off, withholding, or deduction. Any amendment to the standard VAT rate will be noted in writing, and subsequent payments will be adjusted accordingly.
4.14. Upon renewal of the Contract, any discounted pricing provided during the initial or any previous term shall no longer apply. The Client agrees that the renewal will be based on the Company’s standard pricing, which is stated in the original Order Form or Schedule 1, unless otherwise agreed in writing by both parties. The Company will notify the Client of any pricing changes outside of the previously provided standard pricing, at least 30 days before the renewal date in accordance with the notification requirements set forth in this Contract.
4.15. Any discounted pricing offered by the Company is applicable only during the initial term of the Contract and shall not carry over to any renewal terms. The Client acknowledges that upon renewal, the pricing for the Services will revert to the Company’s standard pricing, as outlined above, unless otherwise agreed in writing. No discounts provided during the initial term shall be applicable to future terms unless explicitly agreed by the Company in writing prior to renewal.

5. Intellectual Property Rights, Claims and Disputes
5.1. The Software and any intellectual property rights of whatever nature now or in the future subsist in the Software and shall remain the Company or their representative’s property. This Contract does not constitute a sale of the original Software or any copies thereof.
5.2. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person.
5.3. We will defend, at our own expense, any claim brought against you alleging that the use of the Software infringes the intellectual property rights of a third party, provided that you:
5.3.1. give us the sole authority to defend or settle the claim;
5.3.2. furnish us with prompt written notice of the alleged claim and
5.3.3. Provide us with reasonable assistance concerning the claim.
5.4. We shall have no liability for any such claim resulting from any modification of any part of the Software by any party other than us or an authorised agent.

6. Our Obligations
6.1. We warrant that the Process Suite/CONNECT Software will perform in all material respects as described in the documentation, provided it is used correctly, lawfully, and in accordance with our instructions.
6.2. We do not warrant that the Software will be error-free or uninterrupted, but we will use reasonable endeavours to resolve any material defects notified to us in accordance with this Contract.
6.3. We warrant that we will use all reasonable care and skill in fulfilling our obligations under this Contract and that all personnel have qualifications and experience appropriate for the tasks they are allocated.
6.4. We will ensure that we and our employees, agents, and subcontractors take all reasonable precautions to ensure that no known viruses, spyware, or other malware for which detection and antidote software is generally available are coded or introduced into the Software.
6.5. If we receive written notice from you after the Contract is formed of any breach of our obligations, then we shall remedy the defect or error at our own expense and as soon as reasonably practicable.
6.6. When notifying us of a defect or error, please (where possible) provide us with a documented example and report any defect or error as soon as it becomes apparent, at least within 24 hours.
6.7. Our obligations are subject to you complying with your obligations under the terms of this Contract. They shall also be subject to the limits and exclusions of liability in clause 8. In particular, they shall not apply if any defect in the Software arose or was exacerbated as a result of:
6.7.1. Incorrect, dangerous, negligent or unlawful use, operation, or corruption of the Software;
6.7.2. any unauthorised modification or alteration of the Software; or
6.7.3. use of the Software with other software or on equipment with which it is incompatible.

7. Termination or Cancellation
7.1. You may not terminate this agreement during the initial term.
7.2. After the initial term, the client must give written notice to cancel or terminate. Such notice must be given at least 90 days before the end of any Term and shall be effective only at the end of that Term.
7.3. In the event that the Client wishes to terminate or cancel the Contract after the 90-day notice period as specified in clause 7.2, but prior to the commencement of the subsequent Term, a cancellation fee will be applicable and payable by the Client. This fee shall amount to 35% of the total value of the renewal contract. Such fee is due to the preparation and resource allocation made in anticipation of the continued service for the following Term. This fee shall be payable within 30 days of the late cancellation notice served by you.
7.4. The Contract shall automatically terminate upon cessation of our Services where the Software is included in our other Services’ costs.
7.5. Either Party may terminate the Contract immediately by giving written notice to the other if the other Party commits any serious breach of any term of this Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 14 days after receiving a written request from the other Party to do so.
7.6. Examples of a serious breach is not limited to the following, but can include:
7.6.1. Non-payment or material delay of payment;
7.6.2. Unauthorised access or use;
7.6.3. Violation of intellectual property rights;
7.6.4. Breach of confidentiality;
7.6.5. Total non-provision of Services;
7.6.6. Misrepresentation or fraud.
7.7. Subject to the foregoing the Contract cannot otherwise be cancelled, and in this event, no refund will be provided. The Services will remain available to you until officially terminated.
7.8. Upon termination, the Client’s access and licence to use any Software provided by us shall terminate immediately, and we will irretrievably delete any Client Data contained in the Software.
7.9. In the event of any actual, threatened or suspected breach by the Client, including but not limited to non-payment, we reserve the right to immediately disable the Client’s account and access to any Software provided by us until we have investigated the breach.
7.10. In the event that the Client is found to be misusing the Software, including but not limited to uploading illegal or harmful content, the Company reserves the right to immediately suspend the Client’s access to the Software and terminate the Agreement without refund.
7.11. If the Client remains in default of any payment for more than 60 days (including for the avoidance of doubt any cancellation fee), the Company reserves the right to terminate the Agreement (including the provision of any Services or Software license with immediate effect and seek the recovery of all outstanding fees and costs, including interest and expenses.
7.12. The Company reserves the right to close an account if it is inactive for 6 consecutive months.
7.13. Any obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.
7.14. The rights to terminate this Contract given by clause 7 shall not prejudice any other right or remedy of either Party in respect to the breach concerned (if any) or any other breach.
7.15. Upon the termination, cancellation, or expiration of this Contract, any special terms and conditions agreed upon and documented in Schedule 1 will become null and void immediately. This nullification includes any rights, privileges, or obligations that were granted under these special terms during the term of the Contract. The Client shall cease all use and benefits from such special terms from the termination date forward.
7.16. The Company reserves the right to cancel this Agreement at any time, for any reason, by giving the Client a minimum of 30 days’ written notice. In such cases, the Company will refund any unused portion of fees paid in advance for services that will not be delivered. Termination under this clause will not entitle the Client to any additional claims for damages, compensation, or other losses, except for the refund as specified.

8. Liability
8.1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
8.2. Except as provided in clause 8.1 above, we will not, because of any representation, implied warranty, condition, undertaking or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit, loss of goodwill or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our officers, consultants, representatives, agents or otherwise) arising out of or in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied by law, are hereby expressly excluded to the maximum extent permitted by law.
8.3. In the event of a breach by us of our express obligations under these Terms and Conditions, the Client’s remedies will be limited to final court adjudged direct damages, which, in any event, shall not exceed the fees paid by the Client for the use of the Software in the 12 months preceding the date on which the alleged claim arose. Any claim must be brought within one year and due legal process must be followed.
8.4. Except for death or personal injury caused by our negligence, we will not, because of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied, are expressly excluded to the fullest extent permitted by law.
8.5. The Client agrees to indemnify the Company, its directors, officers, employees, consultants, representatives and agents from any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising from the Client’s misuse of the Software or any data uploaded, transmitted, or stored within the Software or arranged placements. This includes, but is not limited to, claims related to unlawful content, data protection breaches, intellectual property infringement, or unauthorised access to the Software. The Client assumes full responsibility for ensuring that all data uploaded complies with applicable laws and that only authorised users have access to the Software.

9. Confidentiality
9.1. Each party shall keep in strict confidence all technical, financial or commercial know-how, specifications, inventions, processes, personnel or initiatives which are confidential and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to its officers, directors, employees and/or professional advisers (its “Representatives”) who need to know the same to discharge their obligations under the Contract and ensure that such Representatives are subject to corresponding professional or contractual confidentiality obligations.
9.2. This clause 9 shall survive termination of the Contract, however caused.
9.3. The Company reserves the right to use the Client’s data with their broadcast data for future forecasts; if the Company uses the Client’s data in this way, we shall ensure that the Client’s data is anonymised and that no project specifics are given out.
9.4. Any Business information provided by the Client is not deemed to be confidential information, as this will typically be publicly available information.
9.5. Each Party will maintain the confidentiality of confidential information and will not disseminate it to any third party (with the exception of its Representatives who have a need to know it) unless (i) requested or required by law, regulation or (ii) authorised by the other Party in writing.

10. No Employment
10.1. Nothing in this Contract shall render or be deemed to render us an employee, worker or agent of yours or you an employee, worker or agent of ours.
10.2. Nothing in this Contract shall constitute or be deemed a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Contract. Neither Party shall have the authority to act in the name of or on behalf of, or otherwise to bind, the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

11. Data Protection
11.1. If any Personal Data (as defined by the Data Protection Act 2018 and the General Data Protection Regulations 2016 is passed to us under this Contract, then the parties agree that the Client is the Data Controller and that we are the Data Processor.
11.2. You shall:
11.2.1. Shall ensure any Personal Data uploaded to the Software is correct, and you have a lawful basis for doing so.
11.2.2. acknowledge that, for the purposes of data protection legislation, they are the Data Controller of any personal data uploaded or processed through the Software. The Client is solely responsible for ensuring that they have obtained all necessary consents, have a lawful basis for processing, and are in full compliance with all applicable data protection laws, including the General Data Protection Regulation (GDPR). The Company acts as a Data Processor and will only process data in accordance with the Client’s lawful instructions.
11.3. We shall:
11.3.1. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
11.3.2. implement appropriate measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration, or disclosure; and
11.3.3. take reasonable steps to ensure the reliability and confidentiality of any personnel with access to the Personal Data.
11.4. We may transfer and store Personal Data outside the European Economic Area (“EEA”). If this is to occur, we will notify the Client. The Client is entitled to request that Personal Data not be transferred or stored outside of the EEA; however, this would be an additional cost.
11.5. All of our relevant and appropriate GDPR policies can be found here:
11.5.1. https://changingeducation.co.uk/gdpr/
11.6. These policies are regularly reviewed and updated.
11.7. The Client is solely responsible for ensuring compliance with data protection laws, including the lawful processing and storage of personal data. The Company shall not be liable for any data breaches or violations caused by the Client’s (or its Representatives’) misuse of the Software, including improper handling of personal data or failure to implement necessary security measures.

12. Force Majeure
12.1. We shall not be liable to the Client for any breach of our obligations under or in connection with this Contract if such breach is due to an act, event, omission, or accident beyond our reasonable control (Force Majeure Event). Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond our reasonable control.
12.2. If a Force Majeure Event occurs, we shall inform the Client as soon as possible, take all reasonable steps to mitigate its effects and resume the performance of our obligations as soon as possible.

13. Waiver
13.1. No failure or delay by either Party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Contract shall be considered to be a waiver of any subsequent breach of the same or any other provision.

14. Entire Agreement
14.1. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
14.2. Our employees, agents or consultants, are not authorised to make contractually binding representations concerning the Services. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such statement, representation, assurance, or warranty (whether made negligently or innocently) which has not been confirmed in writing by an authorised officer of ours.
14.3. We reserve the right to make reasonable adjustments to this MSA at any time.

15. Assignment
15.1. Without our prior written consent, the Client shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2. We may assign, transfer, charge, sub-contract, or deal in any other manner with all or any of our rights or obligations under the Contract without the Client’s consent.

16. Third Party Rights
16.1. The Contract is made for the benefit of the parties and (where applicable) their successors and permitted assigns. It is not intended to benefit or be enforceable by anyone else.

17. Notices
17.1. Any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by e-mail to the address of the party as set out in this MSA, or such other address as may be notified by one party to the other.
17.2. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am 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 received when it would have been delivered in the ordinary course of the post. An email shall be deemed delivered within 24 hours from being sent, provided that the sender receives no “non-deliverable” notice.

18. Change Requests
18.1. If any requests for changes or enhancements to our Software license or Services are made under these Terms and Conditions, then the parties acknowledge the process and conditions outlined in this clause 18.
18.2. The Client may:
18.2.1. Submit specific change requests or ideas through an appointed Account Manager.
18.2.2. The Client acknowledges that submitted requests will be evaluated for their potential benefit to the overall customer base and the strategic direction of our solutions and services.
18.3. The Company will:
18.3.1. Review submitted change requests to assess applicability, suitability and potential impact across the Company’s client spectrum.
18.3.2. Communicate any applicable costs for the review and potential implementation of such changes, which will be determined on an individual basis.
18.3.3. Reserve the right to decline any change requests at our absolute discretion.
18.4. Evaluation of change requests may incur costs to cover the resources required for assessment. Implementation of any changes, particularly those unique to a single client’s needs, will incur a separate charge, to be agreed upon separately in writing .
18.5. For changes benefiting only one client we reserve the right to charge for the analysis of such requests, with no obligation to proceed with implementation.
18.6. Implementation, if agreed upon, will carry a separate charge, to be agreed separately in writing
18.7. All decisions regarding the review and potential implementation of change requests rest solely with us. We commit to maintaining transparency in our evaluation process and to fostering a collaborative environment for continuous improvement of our products and services.

19. Severance
19.1. If one or more of the provisions of this Contract is found to be unlawful, invalid, or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this Contract, which shall remain valid and enforceable.

20. Law, Jurisdiction and Dispute Resolution
20.1. This MSA, all matters arising from it or in connection with it and/or the Contract, and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales.
20.2. If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to hear and determine any dispute arising out of or in connection with this Contract.
20.3. The Client recognises that our business relies upon protecting our Intellectual Property Rights (“IPR”). In the event of any actual breach or threatened breach of our IPR, it will cause irreparable damage and accordingly we shall, in addition to any other remedies available to us under applicable laws, be entitled to injunctive or other equitable relief to prevent and/or remedy any actual breach or threatened breach of our IPR by you or any of your representatives.