Terms and Conditions Of Usage
￼ ￼ Terms and Conditions PLEASE READ THESE LICENCE TERMS CAREFULLY This agreement is a legal agreement between you (Customer or you) and Gladstar Gifted and Talented School (t/a Gladstar) incorporated and registered in Nigeria and United State with company number 2268525 whose registered office is at 269 Lagos Abeokuta Expressway, Lagos, Nigeria (Supplier/we/us/our). On the right, you'll see some plain-language notes to explain each section. Please note that these annotations are not themselves legally binding and do not affect the interpretation of the terms. 1INTERPRETATION 1.1The definitions and rules of interpretation in this clause apply in this agreement. Authorised Users: those individuals authorised to use the Services and the Documentation. Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. Documentation: the documentation made available to the Customer on the Website which sets out a description of the Services and the user instructions for the Services. Effective Date: the date of this agreement. Initial Subscription Term: if you have chosen a monthly billing cycle, 1 month. If you have chosen an annual billing cycle, 1 year. Renewal Period: the period described in clause 11.1. Services: the subscription services, including to the Software, provided by the Supplier to the Customer under this agreement via the Website as more particularly described in the Documentation. Software: the online software application provided by the Supplier on the Website as part of the Services. Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in our pricing and subscription information pages. Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 7.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. Website: our website at https://gladstar.sch.ng. 1.2Clause and paragraph headings shall not affect the interpretation of this agreement. 1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). 1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 1.6A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. This clause sets out the meaning of certain words and terms used in the rest of the agreement. 2USER SUBSCRIPTIONS 2.1Subject to the Customer purchasing the User Subscriptions and complying with the terms of this agreement the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term. Authorised Users may use the Services to generate reports for your clients and customers but you may not allow your clients and customers to directly access the Services unless they have a valid User Subscription. If you pay us the appropriate subscription fees we'll let you access the service. 2.2In relation to the Authorised Users, the Customer undertakes that: a)the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; b)it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; and c)each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential. Only authorised users (the specific people you have paid for) can use the service and you won’t let anyone else access your account. 2.3The Customer shall not: a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: i)and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or ii)attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or b)access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or c)license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or d)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2. You won't try to access the source code or recreate our service. 2.4The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. If you think anyone else has accessed your account you will tell us straight away. 3USER SUBSCRIPTIONS The Customer may, during any Subscription Term, upgrade to the next level of User Subscriptions or add further services by notifying the Supplier and paying the additional Subscription Fees. You can upgrade your subscription at anytime by asking us (and paying the additional fee). 4SERVICES 4.1The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement. 4.2The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and b)unscheduled maintenance provided that the Supplier has used reasonable endeavours to give the Customer notice in advance. We do our best to make sure you can access the service but there will be some occasions when it will be down (bug fixes, patches, updates etc.) 5CUSTOMER DATA 5.1The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 5.2The Supplier is not under any obligation to store any Customer Data. In some cases Customer Data is stored in the ‘history’ (accessible in the Files Management area of the website) but such data is automatically deleted within 60 days from receipt. The Customer can delete any Customer Data immediately by deleting it from the ‘history’ in the admin panel. The Supplier shall not be responsible for any loss, destruction or alteration of Customer Data. 5.3If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case: a)the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement; b)the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf; c)the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; d)each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. Any information you put into our site belongs to you and not us. The data will travel through our servers to be processed and this means it could be processed by a server outside the European Economic Area. You are responsible for any Data Protection rules that apply to any content you upload.