Terms and Conditions

This License Agreement (the “Agreement”) is entered into by and between International Dyslexia Learning Solutions Limited (‘IDL Solutions’), and an educational institution or other entity engaged in educational activity (the “Licensee”, “you” or “your”).

Pursuant to the terms and conditions herein, the Licensee seeks to rightfully obtain a license or licenses for itself and such concurrent users as may be agreed between IDL Solutions and the Licensee (“Authorised Users”) to use or evaluate the IDL Application (as defined below).

By downloading the IDL Application from this website OR clicking on the “accept” button below or otherwise using the IDL Application, or by permitting its Authorised Users to use the IDL application, the Licensee and its Authorised Users, as the case may be, signify that they unconditionally accept and agree to be bound by the terms and conditions of this Agreement. If the Licensee or an Authorised User does not accept the terms and conditions of this Agreement, the Licensee and the Authorised User, will desist from using or making any further use of the IDL Application.

1. Definitions

1.1 The following definitions will apply to the following terms used in this Agreement:

”Appropriate Safeguards”, “Appropriate Technical and Organisational Measures”, “Controller”, “Data Portability”, “Data Subject”, “Personal Data Breach”, “Restriction of Processing” and Supervisory Authority” all have the meanings given to them in the Data Protection Legislation

“Authorised Users” means students, and parents or guardians of students, who are enrolled in the Licensee’s educational institution or other entity engaged in educational activity, and teachers, instructors and administrators employed by the Licensee, in each case whom the Licensee has authorised to use the IDL Application pursuant to the terms and conditions of this Agreement.

“Data Protection Legislation” means the Data Protection Act 1998 as amended, updated and re-enacted from time to time, the EC Directive on the protection of individuals with regard to the Processing of personal data and on the free movement of such data (95/46/EC), the General Data Protection Regulation (Regulation (EU) 2016/679) and all local laws or regulations giving effect to the Directive and Regulation (as any such legislation, directive or regulation may be amended, extended or re-enacted)

“IDL Application” means the product known as the IDL cloud application and any other specific proprietary products of IDL Solutions for which the Licensee has rightfully obtained a license or licenses which are accessible on and through the IDL Solutions websites on the World Wide Web or such other websites as IDL Solutions may designate from time to time, together with all IDL Solutions client applications related thereto. The term “IDL Application” may also include certain third party applications that are embedded within or provided by IDL Solutions together with such proprietary products of IDL Solutions.

“Personal Data” means personal data, as defined in the Data Protection Legislation, which is being processed under this Agreement.

“Processing and process” have the meaning set out in the Data Processing Legislation.

“Subject Access Request” means a request made by a Data Subject under the Data Protection Legislation to have confirmation as to whether or not their Personal Data is being Processed, and where that is the case, to be granted access to that Personal Data and given information about the Processing.

2. License Grant.

2.1 In consideration of the payment by you of the agreed licence fee and the retainer fee and you agreeing to, and procuring that each Authorised User agrees to, abide by the terms of this Licence, IDL Solutions hereby grants to you a non-exclusive, non-transferable licence to use the IDL Application and any related documentation on the terms of this Agreement.

3. License Obligations and Restrictions

3.1 You will only use, and will procure that the Authorised Users only uses, the IDL Application to the extent that you have rightfully obtained the requisite number of licenses or subscriptions for such use. You and any Authorised User will only use the IDL Application for your internal educational uses. You and any Authorised User may only use any third party applications that are embedded within or provided by IDL Solutions together with the IDL Application solely as integrated with, and for running and extracting data from, the IDL Application. Without limitation, you and any Authorised User will not use any such applications as stand-alone applications.

3.2 Only you and your Authorised Users are permitted to use the IDL Application. You will ensure that all use by Authorised Users of the IDL Application will be pursuant to the terms and conditions of this Agreement.

3.3 You undertake that you will not and you will procure that your Authorised Users will not:

3.3.1 rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the IDL Application or related documentation nor permit the IDL Application or any part of it to be combined with, or become incorporated in, any other programs;

3.3.2 copy any portion of the IDL Application, unless expressly permitted under this Agreement. Upon our request, you may be required to provide written confirmation that, to the best of your knowledge, the IDL Application has not been copied in any manner not expressly permitted under this Agreement;

3.3.3 use the IDL Application or any portion thereof in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;

3.3.4 disclose any part of the IDL Application to any third party, unless expressly permitted under this Agreement;

3.3.5 change, modify, disassemble, decompile, “unlock,” reverse engineer or in any manner decode the IDL Application.

3.4 To the extent applicable, you will comply with all export laws and regulations. Under no circumstances will the IDL Application be made available contrary to the Licensee’s country’s export laws or regulations.

4. Data Protection

4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

4.2 To the extent that you use the IDL Application to store or process Personal Data, you acknowledge that for the purposes of the Data Protection Act 1998, you are the Controller and IDL Solutions is the Data Processor in respect of any such Personal Data.

4.3 IDL Solutions will only process Personal Data in accordance with your written instructions required to do so by law.

4.4 You warrant and represent to IDL Solutions that you are the Controller of the Personal Data and that you have all necessary consents and notices in place in order to enable lawful transfer of Personal Data to IDL Solutions and permit IDL Solutions to process the Personal Data in accordance with and for the purposes contemplated pursuant to this Agreement and that you have otherwise complied with and continue to comply with all applicable laws, enactments, regulations, orders, standards and other similar instruments relating to the collection and processing of Personal Data. Schedule 1 sets out the scope, nature, and purpose of processing by IDL Solutions.

4.5 IDL Solutions will not use a Sub-Processor without your prior specific or general written authorisation.

4.6 If you give prior specific or general written authorisation for IDL Solutions to use a Sub-Processor, the following will apply:

4.6.1 IDL Solutions will notify you of any changes to Sub-Processors made under prior general written authorisation and will allow you a reasonable time to object to those changes;

4.6.2 IDL Solutions will impose such contract terms on the Sub-Processor as are required by the Data Protection Legislation, especially but not exclusively, those contract terms required under Article 28.3 of the GDPR; and

4.6.3 IDL Solutions will remain fully liable to you for any acts or omissions of the sub-Processor.

4.7 IDL Solutions:

4.7.1 uses Eventbrite for booking training and events and Mailchimp for sales and marketing activities, both organisations have servers based in the USA and are registered for privacy shield so have Appropriate Safeguards in place, you hereby consent that we may transfer the Personal Data to these organisations to the extent that is reasonably necessary in order to fulfil our contractual obligations;

4.7.2 will not transfer the Personal Data outside of the European Economic Area (EEA) unless: IDL Solutions has obtained your prior written consent; Appropriate Safeguards have been put in place in relation to the transfer; the Data Subjects whose Personal Data will be transferred have enforceable rights and effective legal remedies; and IDL Solutions can provide an adequate level of protection to any Personal Data that is transferred.

4.8 IDL Solutions will put in place Appropriate Technical and Organisational Measures to:

4.8.1 protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, the Personal Data; and

4.8.2 allow you to meet your obligations to Data Subjects, including but not limited to: rectification or erasure of Personal Data; Restriction Of Processing of Personal Data; Data Portability; and prompt response to Subject Access Requests.

4.9 IDL Solutions will obtain a commitment of confidentiality from anyone it allows to process the Personal Data, including but not limited to:

4.9.1 IDL Solution’s employees, agents, officers and affiliates;

4.9.2 Agency or temporary workers; or

4.9.3 Sub-contractors or Sub-Processors.

4.10 Both parties will assist each other, so far as possible and taking into account the nature of the processing under this Agreement and the information available to IDL Solutions, in meeting your obligations under the Data Protection Legislation, including but not limited to:

4.10.1 the obligation to keep Personal Data secure;

4.10.2 the obligation to notify Personal Data Breaches to the Supervisory Authority;

4.10.3 the obligation to advice Data Subjects where there has been a Personal Data Breach;

4.10.4 the obligation to carry out data protection impact assessments; and

4.10.5 the obligation to consult with the Supervisory Authority where a data protection impact assessments indicates an unmitigated high risk to the processing activities under this Agreement.

4.11 IDL Solutions will:

4.11.1 retain all information required to demonstrate that IDL Solutions and you have met their obligations under the Data Protection Legislation;

4.11.2 submit and contribute to audits and inspections carried out by you or a third-party appointed by you to carry out such audits or inspections. You will endeavour to provide reasonable written notice of the date of inspections or audits;

4.11.3 inform you immediately if IDL Solutions believes or suspects that it has been given an instruction that does not comply with the Data Protection Legislation; and

4.11.4 notify you immediately if IDL Solutions becomes aware of or reasonably suspects a Personal Data Breach.

4.12 On termination or expiry of this Agreement IDL Solutions shall, at your choice, delete or return all Personal Data and copies thereof it has within its power, ownership or control.

4.12.1 IDL Solutions shall ensure that any return is carried out securely and in accordance with current best practice.

4.12.2 IDL Solutions shall ensure that any deletion is carried out securely and in accordance with current best practice.

5.Intellectual Property Rights

5.1 IDL Solutions and its licensors reserve all right, title and interest in and to the IDL Application not expressly granted to you hereunder. Without limitation, all third party licensors and suppliers retain all right, title and interest in third party software and all copies thereof, including all copyright and intellectual property rights. All trademarks and service marks contained in or on or associated with the IDL Application are the trademarks, services marks, registered trademarks or registered service marks of IDL Solutions or its licensors, as applicable.

5.2 You acknowledge and agree that you have no right of access to the IDL Application in source code form.

6. Term and Termination

6.1 This Agreement will remain in full force and effect for the rightfully obtained license or subscription period unless terminated earlier.

6.2 You may terminate this Agreement at any time; provided however that IDL Solutions will not refund any license, retainer, subscription or order fees, or any portion thereof, unless IDL Solutions agrees to do so in writing and such termination occurs within the first 7 days of activation of your licence.

6.3 IDL Solutions may, without prejudice to any other rights or remedies of IDL Solutions, terminate this Agreement on written notice to you if you breach any provision of this Agreement or fail to make any payment to IDL Solutions as and when due. IDL Solutions may also by written notice require you to rescind the Authorised User’s authorisation to use the IDL Application if the Authorised User breaches any provision of this Agreement.

6.4 Upon termination of this Agreement for any reason, the license granted to you under this Agreement will terminate, and you and all Authorised Users must immediately cease using the IDL Application and immediately destroy all copies of the IDL Application and any portion thereof in your or your Authorised Users’ possession.

6.5 All provisions of this Agreement which by their express terms or nature are intended to survive will survive the termination of this Agreement.

7. General Disclaimers

7.1 This Agreement sets out the full extent of IDL Solutions’ obligations and liabilities in respect of the supply of the IDL Application. You assume all responsibility and risk for your use, and the use by Authorised Users, of the IDL Application. The IDL Application is supplied “as is” and “as available,” and IDL Solutions makes no representations about the accuracy, reliability, completeness, or timeliness of the information contained in the IDL Application.

7.2 IDL Solutions does not guarantee that any particular result will be obtained from use of the IDL Application. Except as expressly stated in this Agreement, IDL Solutions disclaims, to the extent permitted by law, all warranties, express or implied, including the warranties of merchantability, accuracy, non-infringement and fitness for a particular purpose. Any condition, warranty, representation or other term concerning the supply of the IDL Application which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7.3 You agree and acknowledge that the IDL Solutions website may from time to time be unavailable due to scheduled downtime, reasonable needs for maintenance, reasonable periods of failure of equipment, computer programs or communications, or events beyond the control of IDL Solutions. IDL Solutions makes no representations, warranties or covenants with respect to the availability of the IDL Solutions website or web servers.

8. Limitation of Liability

8.1 You acknowledge and agree that the IDL Application has not been developed to meet your individual requirements, and that it is your responsibility to ensure that the facilities and functions of the IDL Application, as described in the related documentation provided by IDL Solutions, meet your requirements.

8.2 In no event will IDL Solutions or its affiliates, officers, directors, or suppliers be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Agreement for: loss of profits, sales, business or revenue, loss of or corruption of data, loss of goodwill or reputation, or any failure of performance, error, omission, defect, deletion, delay, or business interruption or any incidental or consequential damages.

8.3 In no circumstances shall IDL Solutions or its affiliates, officers, directors, or suppliers be liable to the Authorised User for any claims, damages, liability, costs or expenses of any nature whatsoever, whether based on warranty, contract, tort, strict liability or any other legal theory, and whether or not IDL Solutions is advised of the possibility of such damages, or for any damages in excess of the license or subscription fees received by IDL Solutions for the product or service complained of in the previous 12-month period.

8.4 Other than the losses set out in clause 8.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, will in all circumstances be limited to a sum equal to the licence fee. This maximum cap does not apply to clause 8.5.

8.5 Nothing in this Licence will limit or exclude IDL Solutions’ liability for:

8.5.1 death or personal injury resulting from its negligence;

8.5.2 fraud or fraudulent misrepresentation;

8.5.3 any other liability that cannot be excluded or limited by English law.

9. Severability

Should any term (or part of any term) of this Agreement be declared illegal, void or unenforceable in any respect, such declaration will have no effect on the remaining terms of this Agreement and that term (or part term) will be deemed deleted.

10. No Waiver

Any delay or failure of either party to enforce any rights granted hereunder or to take action against the other party under or in connection with this Agreement will not limit or restrict the future exercise or enforceability of those rights.

11. Entire Agreement

11.1 The provisions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior or contemporaneous agreements, oral or written, and all other communications relating to the subject matter hereof.

11.2 No amendment or modification of any provision of this Agreement will be effective unless set forth in a document that expressly amends this Agreement signed by authorised representatives of both parties. In the event that the terms and conditions of any purchase order conflict with or are in addition to the terms and conditions of this Agreement, the conflicting and additional terms and conditions of the purchase order will be void and of no effect and the terms and conditions of this Agreement will prevail, unless an authorised representative of IDL Solutions expressly agrees otherwise in writing.

12. Governing law and jurisdiction

12.1 This Agreement and any dispute or non-contractual obligation arising out of or in connection with it will be governed by, and construed in accordance with the laws of England.

12.2 You and IDL Solutions each irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

Schedule 1

Part 1 - Processing by IDL Solutions

The Scope of the processing will encompass receiving the Personal Data from the IDL Application, storing, organising or otherwise filing the Personal Data in order to enable the full functionality of the IDL Application and assist you in delivering assistance to the Data Subject.

The Nature of the processing will be collection, storage, organised filing, retrieval, use, disclosure by transmission, alignment and combination of the Personal Data.

The Personal Data was collected and will be processed for the following Purpose:

3.1 In order to:

3.1.1 Provide and support the IDL Application

3.1.2 Support the Data Subject, you and your tutors

3.1.3 Provide products and services to you

3.1.4 Process payments

3.1.5 Provide you with information about your contract with us

3.1.6 Verify the identity of you, your staff and the Data Subjects

3.1.7 Deal with any complaints

3.1.8 Contact you about any changes that we make to our products or services

3.1.9 Administer the IDL Application, including troubleshooting problems, analysing statistics, conducting research and tests and keeping the IDL Application secure

3.1.10 Collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from the Personal Data but is not considered personal data in law as this data does not directly or indirectly reveal the identity of the Data Subject. For example, we may aggregate data to calculate the progress of learners generally and the percentage of learners achieving a particular achievement within the IDL Application.

4. The Duration of the Processing under this Agreement will be for the duration of this Agreement.

Part 2 – Types of Personal Data

1. The Types of Personal Data processed under this Agreement will include full name, date of birth, age, gender, username or similar identifier, postal address, email address and telephone number, internet protocol (IP) address, login data, device type and software version, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access the IDL Application.

Part 3 – Categories of Data Subject

1. The Categories of Data Subject whose Personal Data will be processed under this

Agreement will be:

1.1 the learners given access to the IDL Application by you;

1.2 the administrator, i.e. the teacher or special needs educational co-ordinator, as the case maybe.

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