Terms and Conditions for Schools

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TERMS AND CONDITIONS UNDER WHICH EARWIG SOFTWARE IS LICENCED TO SCHOOLS

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A. THE SERVICE

1. Earwig Evidence  –  An app and associated cloud-based software to capture and manage documents, images, audio and video files using     smartphones, tablets and other computing devices and to present this dat in a useful and appealing way to a closed user group of Pupils, Parents, School Staff and education authorities.
2. Earwig Assessment  –  Software to allow staff users to attach media evidence to an assessment framework, then grade, document and track pupil  progress.
3. Earwig Reporting and Analytics - software to allow staff users to produce pupil reports and school and group analytics.
4. Parent Access – Allows parents approved by the school to access images and video of their children, curated by school staff.
5. Parent Observations – Provides the facility for parents to add their own observations, backed by images, documents or video, to the sum of data held by the school on their children.
6. Curated Staff – Provides limited user accounts for staff whose work is overseen by senior staff.
7. Portfolio Module –  Software to allow students to create, manage and present their own academic evidence, under supervision from teaching     staff.
8. Blog – The facility to create a blog from media acquired via Earwig Evidence.
9. Bronze, Silver and Gold Accounts - Variations service provision provide by Earwig. Specified on the website at earwigacademic.com.
10. Other user specific packages which are made up of elements from 1, 2 and 3.

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B. DEFINITIONS

1. The Company – Earwig Academic Reporting Ltd (also EARL) registered no. 08304947 and its subsidiary companies.
2. Earwig – depending on context, either the Company or the Service provided by the Company.
3. Earwig Website – the websites located at earwigacademic.com and earwig.uk.com or any other website provided by the Company for authorised Users.
4. School – the term ‘school’ in this context means any type of educational establishment which subscribes to the Earwig service.
5. Account Holder - the single individual who sets up and Earwig account on behalf of a School or any successor appointed by that individual and recorded in the     Earwig software.
6. School Earwig Administrator – refers to those people who have been given system administration access to administer a particular Earwig account by the Account Holder or by another Administrator.
7. Pupil – anyone, of any age who is receiving education of any sort from an educational establishment which subscribes to the Earwig system. A Student is a Pupil who has been given the right to create Records.
8. Parent – refers to parents, carers, guardians or others recognised by the relevant schools as being responsible for one or more of their pupils and who have been invited by that school or approved by that school to participate in the Earwig facility.
9. Staff – those people who have been given staff level Earwig login rights by a School.
10. User – any Pupil, Parent, Staff, Administrator or other approved person who has been given login rights to the Earwig system by the Company or an Account Holder.
11. Account Version – Combinations of Earwig facilities and rights may be packaged into Earwig versions. Currently these include Gold, Silver and Bronze     versions. The detail of what is included in each version is contained on the Earwig website at https://www.earwigacademic.com/choose-your-version.
12. Earwig Image – An Earwig Image is one which has either been taken using an Earwig application or which has been uploaded into the Earwig system at any time.     The word Image includes photos, documents and video and, where appropriate, products featuring these.
13. Record – an Earwig Record is a report created by a User to record an occasion associated with one or more Pupils, which is usually supported by images or video which have been uploaded into the Earwig database.
14. Timeline – a time-based scrolling online presentation of a series of Earwig Records.
15. Earwig Blog – is an online presentation of Earwig Records which have been modified by School Staff for consumption by people outside the Closed User Group of Staff, Pupils and Parents approved by the school to access Earwig data.
16. Active  – any Earwig Account remains Active until archived or deleted by Earwig.
17. Archived – Archived accounts are disabled. This may apply to user or school accounts. The relevant data associated with this account remains held in the Earwig database and then deleted in accordance with the company data retention policies.
18. The Service – is the software package described above in Section A – THE SERVICE and includes the facility to offer for sale and fulfil orders for     Earwig Images and products derived from these. This service is provided in accordance with the service levels defined in the Earwig Service Level Agreement and other service-defining documents as amended from time to time and published on the Earwig website at www.earwigacademic.com.
19. Earwig Account Configuration Forms and Screens – The forms and screens generated as part of the Earwig account creation process, including price quotes together with these Terms and Conditions, form the contract between Earwig and the Account Holder and School.
20. Contract Year – each Contract Year commences on the date of the email notification to the relevant Account Holder that an Earwig account has been created. In subsequent years, the Anniversary and Renewal Date occurs twelve months from this date.

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1) SOFTWARE LICENCE

– Earwig gives each Earwig Account a non-assignable and non-exclusive license to use the Earwig software provided by the Company as part of the Service. This license is for the sole purpose of enabling the School to use and enjoy the benefit of the Service, in the manner permitted by these Terms and is subject to the payment of an Annual Licence Fee determined by reference to the Earwig Price List displayed on the Earwig website.

– The ownership of an Earwig licence authorises the Client School to use the Earwig facilities, However, when these facilities are used in conjunction with content which is the copyright of another entity, it is the responsibility of the Client School to ensure that they are licenced to use that content.

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2) DATA SETUP AND SYNCHRONISATION

– The Account Holder on behalf of the School specified inthe Earwig Application Form undertakes to provide a complete list of their Pupils, Parents, Staff, Curriculum and designated Earwig Administrators, along with the other pupil details necessary for the proper functioning of the Earwig process. It is the responsibility of the school to make sure that this data is current at all times. Where the school has implemented an automated data synchronisation, this is achieved by keeping the school management information system up to date. Where there is no automatic synchronisation in place, the data must be maintained manually by the School Earwig Administrator(s) through the facility provided in the Earwig operational website at www.earwig.uk.com.

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3) COMMENCEMENT

– The Service will commence when the Earwig Account iscreated and paid for in accordance with these Terms and Conditions. It continues until the service is terminated by Earwig, either by way of a written notice from the Account Holding school in accordance with the termination terms in this agreement or by Earwig in accordance with the terms relating to non-payment of fees.

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4) LOGIN ACCESS

– No-one may access the facilities provided by Earwigwebsite without a login provided by Earwig. Apart from Earwig staff all logins apply to particular school account and are approved for access to that accountby an authorised member of the school. The School undertakes to advise Earwig whenever a User ceases to be entitled to access to Earwig, whereupon their Earwig login will be immediately disabled. This process is automated when a School MIS is synchronised with the Earwig database.

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5) RESTRICTED ACCESS FOR PARENTS

– Parents are only able to see the Earwig Records and Timelines which have been tagged to their children by School staff or those which have been approved by the School for publication in the school Blog.

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6) CHARGES TO PUPILS/PARENTS

– There are no charges to Pupils or Parents for access to relevant Earwig records, images, videos or timelines covering the previous year via the Earwig Website while any Pupil remains Active. The images and video which any Parent is authorised to see are held in a virtual gallery, accessed via a password protected login.

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7) IMAGE RIGHTS

– The Images featured on the Earwig Website are the property of the School in question. The School undertakes to use these images only for the specific purpose of recording education to enable teachers, management or others in authority to support assessment decisions or to improve pedagogy or teaching outcomes. The School hereby provides the Company with the exclusive and unlimited right to display and sell to Parents any Earwig images, at anytime, in digital or physical form. The images sold may only be those which feature in the image gallery provided to the relevant parent by their specific account parameters.

8) LIMITATION ON IMAGE RIGHTS

– The School may download Images from the Earwig website without restriction. However, it is the responsibility of the school to hold and manage any Images that they wish to use or keep. Earwig will charge for the provision of any Images which are in accounts which have been archived.

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9) LICENCE TO REPRODUCE

– The copyright licence provided by this contract provides Earwig with the sole right to reproduce Earwig Images for sale to the parents and guardians or children tagged to those images by School staff.

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10) DATA SECURITY

– Earwig is fully GDPR compliant. All Images and data are held on servers within the UK and are encrypted on transmission and in situ. Earwig only holds such data as is required to enable it to provide The Service.The Service is provided under the Earwig Data Security Policy which is available to view here

– Earwig will delete the data related to specific pupils or other users five years after the last pupil or user associated with that data has been archived in the school Earwig system. The Data Controller for any School may alter this archive period by advising Earwig in writing.

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11) DISCLAIMER

– Earwig will try to ensure the accuracy and quality of the Service. However, the Service is provided on an “as is” basis and the Company does not accept responsibility for any use of or reliance on the Service or for any disruptions to or delay in the Service or make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of the Service.

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12) RIGHT TO MODIFY

– Earwig reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the service or any part thereof, with 60 days’ notice.  The company shall not be liable tothe School, account holders or any third party for any modification, suspension or discontinuance of the service.  Continued use of the service after any such changes will indicate the School’s acceptance of any such changes.

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13) FEES

– Earwig charges an annual licence fee for the provision of The Service.  The first annual licence fee is charged when the account is set up by an Account Holder and then annually on the Contract Renewal Date. The level of fee charged is based on the version of the Service and on other options selected by the Account Holder.  In addition, Earwig charges one-off fees for system setup, staff training, curriculum customisation and other work commissioned by Schools.

The current fee levels charged by Earwig are displayed on the Earwig website at https://www.earwigacademic.com/choose-your-version.  These are reviewed annually and revised on the 1^st September each year. Discounts for specific situations are listed in Schedule 2.4 below.

Multi-school trusts may negotiate a centrally billed contract to take advantage of the discounts available for such organisations.

Unless subject to a centrally billed contract, Earwig reserves the right to change the amount of any fee or charge and to institute new fees or charges at any time for any part of the Service. Client Schools must receive notice of these changes at least 30 days before any invoice containing these new fees is submitted. This notice will be in the form of an email circular to the address used for invoice submission.

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14) PAYMENT

– Unless subject to a centrally billed contract, invoices from Earwig to Schools for the Setup Fee and the first of the Annual Licence Fees will be submitted to the School as part of the account creation process. Payment terms for these fees are detailed in Section 15.

Thereafter, Earwig will invoice Schools for specific Earwig products and work as these are provided. They will also bill for the Licence Fee on each Anniversary Date. These invoices must be paid within the following 30 days. Any fees which are not paid 60 days after the invoice date will attract an interest rate of 2% per month simple on the outstanding fee amount until the full debt is paid off. If any fees or interest are unpaid 90 days after the due date, Earwig will be entitled to restrict access to the site by school staff and administrators or to terminate the account.

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15) INITIAL FEE PAYMENT TERMS

– Bronze and Silver Account Holders have 90 days in which to pay the initial account setup and licence fees. Gold accounts have 30 days.

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16) PREMIUM PARENT ACCOUNTS

– Earwig may offer Parents free unlimited access to high resolution Earwig Images in return for a premium payment. Any School may opt to pay an additional fee to Earwig to ensure that all Parents at that school are entitled to this access without payment.

17) IMAGE SALE PRICING

– The Company will determine the price at which Earwig Images and prints based on these, are sold to parents and guardians.

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18) TERMINATION NOTICE

– Unless subject to a centrally billed contract, in the event that a School does not intend to renew its Earwig Licence it must provide Earwig with written notice of its intention (Termination Notice)  at least 60 days before the end of the Contract Year for which it has paid. If this Notice is not received by Earwig, the contract will remain in force for the following year and full invoice sum for that year will be payable.

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19) TERMINATION ARRANGEMENTS

– Once Earwig receives a Termination Notice it will disable all logins associated with that school on the last day for which the school has paid the licence fee – the Termination Date. It will be the responsibility of the School to inform relevant Users that the service is to be terminated.

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20) ACQUISITION OF IMAGES IN THE EVENT OF CLOSURE

– In the event that Earwig ceases to provide the Service to a School as a result of a Termination Notice from a School, the School will be entitled to download any available media, assessment data or reports they wish,at no charge, at any time up to the Termination Date. Thereafter, they may purchase their entire Earwig image/video database for £1.00 per Pupil per school year covered.

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21) COPYRIGHT

– Earwig trademarks, logos and Timelines are Copyright and may not be reproduced in any form without the written consent of Earwig. Anyattempt by any entity to reproduce any combination of the Services or to offer an alternative version of the Service will result in an action for passing off.

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22) INFORMATION PRIVACY

– The Earwig DATASHARING POLICY AND GDPR COMPLIANCE  and CHILD PROTECTION POLICY explain how Earwig treats each School’s and Pupil’s personal information, and protects their privacy. Schools agree to the use oftheir data in accordance with these policies.

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23) INFORMATION SECURITY

– Schools are responsible for maintaining the confidentiality of passwords associated with any account used to access theService. The School is responsible to Earwig for all activities that occur under its account logins. If a School becomes aware of any unauthorized use of School’s passwords or of any other breach of security, the School will notify Earwig immediately. The Company is not liable for any loss or damage arising from a School’s failure to comply with any of the foregoing obligations.

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24) INDEMNITY

– The School agrees to defend, indemnify, and hold harmless The Company, and its directors, officers, employees, and agents from and against all claims, losses, costs, and expenses (including legal fees) arising out of activities in connection with the unauthorized use of the Service by any of their Account Holders.

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25) CONFLICT

– Where the terms of this contract differ from the terms laid out in any centrally billed contract or any other school specific contract, the centrally billed contract terms shall apply.

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26) ASSIGNMENT OF OBLIGATIONS

– Earwig may assign or transfer its rights and obligations under this Agreement to any company, subject to 30 days’ notice to the schools affected.

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27) ENFORCEABILITY

– If any part of this Agreement is found by a court to be invalid or unenforceable, the enforceable sections of this Agreement will remain binding upon the parties.

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28) NOTICES

– Notices to Schools will be made via email to any designated School Administrator or by regular mail to the School address.Earwig may also provide notices of changes to this Agreement or other matters,by displaying such notice on the Earwig Staff Website Dashboard.

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29) JURISDICTION

– This Agreement shall be governed by and construed in accordance with the laws of England and any disputes in relation to this Agreement shall be heard by the English courts.

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SCHEDULE1   SERVICE LEVEL AGREEMENT

S1.1     SERVICE PROVISION

The Earwig service will be available to users 99.99% of thetime.

This excludes times when users are unable to access the service due to breaks in the internet service between the Earwig servers and the user or access blockages caused by firewall settings at any individual School.

It also excludes planned downtime for hardware or software changes which will be advised by at least 48 hours in advance.

Data is backed up every 2 hoursand any lost data will be restored within 48 hours.

Minor improvements to the service will be made throughout the life of this contract.  Unless otherwise advised in advance, these will not be charged for although the accumulation of these may impact on future licence fee levels.

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S1.2     SUPPORT

The Earwig operational website and app are supported by guide panels and video instruction on most screens.

Included in the Earwig Licence Fee package is ongoing telephone and email support for both Schools and individual Users via the 03336666 166 helpline and info@earwigacademic.com. Earwig undertakes to respond to site performance issues advised by phone and email within one working day. There are no additional charges for issue resolution.

Schools should avoid sending personal information, such as student/contact records, via email.  EARL staff will advise the most secure method for transfer if there is such an explicit requirement.

The level of day to day support available to Account Holdersand Earwig Admins depends on the Version level to which they have subscribed. Bronze and Silver schools pay for support on an ad hoc basis. Gold schools have free access to a nominated Earwig Consultant.

Earwig will provide training courses for School staff, as requested by the School and paid for at the rates indicated in Section 13.

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SCHEDULE2       EARWIG FEES  - ADDITIONAL DETAIL

S2.1     ANNUAL FEES

The Annual Licence Fee payable by any Earwig Account Holder is based on selections made by the Account Holder or Administrator in the relevant Account ConfIguration screen and calculated with reference to both the Account Version and the additional packages selected. These charges will vary over time, in accordance with these Terms and Conditions. These fees cover the provision of the Earwig Service for a period of twelve months from the Account setup or Renewal Date.

The detail of the specific current charges for these facilities are available at https://www.earwigacademic.com/choose-your-version.

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S2.2     SETUP AND TRAINING FEES

The Setup Fees payable by any Earwig Account Holder are based on selections made by the Account Holder or Administrator in the relevant Account Configuration screen and calculated with reference to both the Account Version and the additional packages selected. These charges will vary overtime, in accordance with these Terms and Conditions.

The detail of the specific current charges for these facilities are available at https://www.earwigacademic.com/choose-your-version.

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S2.3     CUSTOMISATION

Earwig may construct customised curricula and assessmentframeworks for use with the Earwig software. The charges for this are as follows.

Custom Framework build                                                 £480

EHCP Framework build                                                     £240

Custom Framework re-design                                         £240

Minor Framework tweak                                                    £120

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S2.4       DISCOUNTS

Referral Discount                                 10% the following year, to the referrer school.

Multi-school Discount                         2 schools 5%, 3 schools 10%, 4 schools 15%, 5 schools 20% (max discount).

Contract Length Discount                   3 years – 10%,   5 years – 15%.

Maximum Overall Discount                 30%

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The figures in this schedule are subject to change inaccordance with the terms of this contract.

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