Bedrock Learning Ltd Terms and Conditions of Hosting Agreement

1. Recitals and Definitions

The agreement (“Agreement”) is made between Bedrock Learning Limited, 8 Hopper Way, Diss, Norfolk, IP22 4GT (“BL”) and the school or other organisation identified on the invoice (“the Customer”). The Customer desires BL to provide application hosting services as set out in the invoice(s) to the Customer (“Services”), and BL desires to provide such Services to the Customer pursuant to these terms and conditions. The Services will be provided by BL to the Customer for a single software application and set out in the invoice (collectively referred to as the "Hosted Application") separately licensed by BL to the Customer. The Customer will be given access to the Hosted Application via a public domain (Internet).

2. Provision of Services

2.1 In consideration of and subject to the payment by the Customer, or a local authority or its equivalent (“the Purchasing Party”) of the fees set out in the invoice (the “Fees”), BL agrees to use reasonable endeavours to provide the Services to the Customer. The Customer agrees to pay the Fees in accordance with the terms and the time periods set out in the invoice.

2.2 BL hereby grants the Customer a non-exclusive, royalty-free, non-transferable, limited, terminable, license for the term of this Agreement to access the Hosted Application solely to the extent necessary for the Customer to use the Hosted Application. Notwithstanding the license granted, BL reserves the right to restrict or prevent access to any functions that allow access to critical server or system resources outside of those necessary to operate the Hosted Application. The Customer further understands that it will not be given access to directly modify the Hosted Application, functions thereof or any of BL’s directories or databases. This Agreement is for a single-site license. Accordingly, it is a breach of copyright and of this Agreement for the Customer to disclose or make available to any person or organisation (other than the Customer, its authorised employees, students and parents) any hosting services internet addresses or passwords or otherwise to share access to the Hosted Application with such person or organisation. At its sole discretion, this restriction may be waived in writing by BL in specific circumstances. BL reserves the right to carry out investigations at the Customer’s premises to monitor compliance with the provisions of this paragraph 2.2

2.3 BL may at its discretion modify or change the Services upon prior reasonable notice to the Customer.

2.4 The parties may from time to time agree that further software applications should be hosted by BL in accordance with the terms of this Agreement. In these cases, the invoice sent to the Customer in relation to such application(s) shall be deemed added to this Agreement and the software application(s) shall be added to the definition of Hosted Application and this Agreement shall be interpreted accordingly.

3. Customer Responsibilities and Acknowledgements

3.1 The Customer acknowledges and agrees: (i) that the Hosted Application will be housed at a BL chosen hosting facility (which will only be in the UK or EU), and will be operated on a server or servers as determined by BL; (ii) that under this Agreement BL will only provide Services as detailed in paragraph 2 above, and any other services requested by the Customer from BL, may result in fees in addition to the Fees; and (iii) it shall be responsible for the use of the Services in accordance with any security or use related requirements laid down by BL.

4. Term, Termination and Renewal

4.1 This Agreement shall be effective from the date that Bedrock Learning confirms acceptance of the Customer’s order. The Customer may terminate the Agreement within 30 days from the date of BL’s acceptance of order. All cancellations during this period will only be accepted in writing and will take effect from the date received by BL. A cancellation fee of £150 excluding VAT will apply to cover administration costs.

4.2 Unless otherwise agreed in writing, Services will commence 14 days following BL acceptance of the Customer’s order.

4.3 Unless terminated earlier as outlined in this paragraph 4, this Agreement will remain in effect for the duration specified in the invoice or, if no duration is specified in the invoice, for a period of one (1) year from the date a Hosted Application is made available to the Customer (“Initial Term”).

4.4 At the end of the Initial Term, the Agreement shall automatically renew for successive one (1) year terms (“Renewed Term”) at BL's then current pricing, unless either party provides written notice of termination at least sixty (60) days in advance of the end date of the Initial Term or the applicable Renewed Term, such notice to expire no earlier than the end of the Initial Term or the current Renewed Term (as applicable). If such notice has not been given but BL’s pricing in respect of the Services changes during the sixty (60) day notice period before the end of the Initial Term or the Renewed Term (as applicable), the Customer may terminate this Agreement by providing written notice of termination with a notice period equal to the remaining term of the Agreement.

4.5 Either party may terminate this Agreement if the other party commits a material breach (including any breach of warranty), and in the case of a breach capable of remedy, such breach is not cured within fourteen (14) days of receipt of notice specifying the breach.

4.6 BL may terminate this Agreement immediately upon notice if the Customer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the Customer (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the Customer or the Customer enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.

4.7 Upon termination for breach of this Agreement as set out in paragraph 4.5 above, any fees paid by the Customer to BL will be prorated over the term of the Agreement, and BL shall refund that portion of funds that represent the unused Services. Any fees paid to BL for services other than the Services including but not limited to data conversions, set up fees, programming or other customisations or additional services shall however not be refunded.

4.8 Upon expiry or termination of this Agreement: (i) BL shall stop providing the Services to the Customer including removal of the Customer’s database from BL's server; and (ii) each party shall return to the other or destroy (at the discretion of the disclosing party) the confidential or proprietary information of the other (including but not limited to any personal data) provided under this Agreement.

4.9 Any termination or expiry of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after that termination including but not limited to any obligation in relation to the payment of Fees and paragraphs 4.6, 4.7, 5, 6, 8, 9 and 12.1.

5. Data Protection

5.1 The following definitions shall apply in this clause: “Data Controller”: has the meaning given to it in Data Protection Legislation. “Data Processor”: has the meaning given to it in Data Protection Legislation. “Data Protection Legislation”: means all applicable statutes, laws, secondary legislation, rules, regulations and guidance from a Supervisory Authority (or its UK equivalent) relating to privacy, confidentiality, security, direct marketing or data protection of Personal Data or corporate data (including any national laws implementing any such legislation (including Directives 95/46/EC, 2002/58/EC and 97/66/EC)), including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI2003/2426), the Regulation of Investigatory Powers Act 2000 and the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the General Data Protection Regulation. “Data Subject”: has the meaning given to it in Data Protection Legislation. “General Data Protection Regulation”: means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. “Personal Data”: has the meaning given to it in Data Protection Legislation. “Supervisory Authority”: has the meaning given to it in Data Protection Legislation.

5.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

5.3 The parties acknowledge that for the purposes of the Data Protection Legislation, when BL provides the Services, the Customer is the Data Controller and BL is the Data Processor.

5.4 The Customer shall ensure that it fully complies with its obligations as the Data Controller and shall be fully responsible for obtaining the necessary appropriate consents and notices to enable lawful transfer of the Personal Data to BL for the duration and purposes of this Agreement. BL’s Processing

5.5 BL will use appropriate technical and organisational measures to protect Personal Data that is hosted by BL pursuant to this Agreement against unauthorised or unlawful processing or accidental loss, destruction or damage. The measures put in place shall have regard to the state of technological development and the cost of implementing any measures. Details of these measures can be found in our privacy policy on our website.

5.6 BL will only process Personal Data in accordance with the Customer’s reasonable written instructions unless BL is otherwise required under the laws of any member of the European Union or the laws of the European Union applicable to BL to process Personal Data (“Applicable Laws”). Where BL is relying on any Applicable Laws as the basis for processing Personal Data, it shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit BL from doing so.

5.7 BL will ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

5.8 BL will not transfer any Personal Data outside of the European Economic Area unless the Customer’s prior written consent has been obtained and the following conditions are fulfilled: a) the Customer or BL have provided appropriate safeguards in relation to the transfer; b) the Data Subject has enforceable rights and effective legal remedies; c) BL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and d) BL complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

5.9 BL will assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

5.10 At the Customer’s written direction, BL will delete or return Personal Data and copies thereof to the Customer on termination of this Agreement unless required by any Applicable Laws to store the Personal Data.

5.11 BL will maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Customer or a designated auditor appointed by the Customer (provided that such audit shall not take place more than once per year).

5.12 Notwithstanding the provisions contained within this clause 5, in the event that the Services are to be paid for on behalf of the Customer by a party other than the Customer, such as a local authority, government body, school improvement service, or other organisation (a “Purchasing Party”), then the Customer acknowledges and accepts that BL may be required to provide Personal Data to the Purchasing Party. The Customer shall accept no liability for disclosure of Personal Data to the Purchasing Party under the terms of this Agreement.

5.13 In the event that clause 5.12 applies, the Customer shall ensure that it fully complies with its obligations as the Data Controller and shall be fully responsible for notifying the Data Subjects of the possibility that their Personal Data will be processed by the Purchasing Party and obtain any necessary appropriate consents and notices to enable lawful transfer of the Personal Data to the Purchasing Party. Breaches of Data Protection Legislation

5.14 BL will notify the Customer without undue delay on becoming aware of a Personal Data breach.

5.15 The Customer acknowledges that it is solely responsible for notifying the Supervisory Authority and the Data Subject(s) of any breach of Data Protection Legislation in respect of the Personal Data. Consequently, the Customer shall indemnify BL against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by BL arising out of or in connection to any failure of the Customer to notify the Supervisory Authority or the Data Subject of a breach of Data Protection Legislation in respect of the Personal Data. Appointment of Sub-contractors

5.16 Subject to clause 5.17, the Customer authorises BL to appoint third-party sub-contractors to process the Personal Data.

5.17 Where any appointment of a sub-contractor is made pursuant to clause 5.16, BL shall ensure that it enters into a contract which includes substantively the same terms as this clause 5. Warranties and Indemnities

5.18 The Customer warrants to BL that it will process the Personal Data in compliance with the Data Protection Legislation.

5.19 The Customer warrants to BL that it has obtained all necessary consents of the Data Subjects under Data Protection Legislation to entitle BL to process the Personal Data in accordance with the Data Protection Legislation.

5.20 The Customer acknowledges that BL is reliant on the Customer for direction as to the extent to which it is entitled to use and process the Personal Data. Consequently, the Customer shall indemnify BL against any claim brought by a Data Subject arising from any act or omission by the Customer, to the extent that such act or omission resulted directly or indirectly from the Customer's instructions.

5.21 The Customer shall indemnify BL against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by BL arising out of or in connection with any breach of the warranties contained in clauses 5.18 to 5.20.

5.22 Furthermore, the Customer shall undertake any further requirements necessary as outlined either under the Data Protection Legislation, or within the data management provisions issued to the Customer from time to time, including, but not limited to, the issue of a Fair Processing Note by the Customer to the end users. Termination

5.23 BL may terminate this Agreement with immediate effect by serving written notice if the Customer fails tocomply with Data Protection Legislation. Limitation of Liability

5.24 BL’s total liability arising under or in connection with its obligations under this clause, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the aggregate sum of the Fees for the Services under this Agreement.

6. Confidentiality

6.1 BL may inspect data in the Hosted Application's database: to (i) maintain and improve the performance and functionality of the Hosted Application and Services, (ii)for general research, and (iii) for any other valid and reasonable purpose. The Customer shall issue any notices or obtain any consents in relation to BL’s inspection or use of the data in the Hosted Application’s database as BL may reasonably requestin order tocomply with the GDPR or otherwise.

6.2 The Customer will not disclose to any third party any technical or non-technical information related to the Services or relative to the set-up and security of the Services, unless such disclosure is approved in writing by BL. This setup and security information includes but is not limited to hosting service Internet addresses, passwords, Internet URL's, Virtual Private Network set-up and encryption key information.

6.3 For any other confidential or proprietary information of the other party related to this Agreement, while the Agreement is in force and thereafter neither party shall disclose to any person or entity, other than its employees or other persons to whom disclosure is reasonably necessary, any confidential or proprietary information of the other party. Provided however that a party receiving confidential or proprietary information shall be allowed to disclose such information in accordance with applicable law and further that such confidential or proprietary information shall not include information which: (i) is proved to have been in the public domain or known to the receiving party before it was so provided to or acquired by the receiving party; or (ii) has been independently acquired by the receiving party otherwise than from the disclosing party without (so far as it is aware) the breach by any person of any obligation of confidentiality.

7. Obligations

7.1 BL shall use reasonable endeavours to implement the Hosted Application on a server system that provides for application performance consistent with what is reasonable for similar hosted applications and their typical use. BL does not however warrant that the specific response time or performance benchmarks of any kind will be guaranteed for the Hosted Application under this Agreement.

7.2 BL will use reasonable endeavours to ensure the Hosted Application is available to the Customer for use in accordance with this Agreement. BL agrees that when it becomes necessary to take the Hosted Application out of service for repair or maintenance, BL will use reasonable endeavours to notify the Customer of this service outage at least one (1) calendar week in advance, save that in emergency situations, when the Hosted Application needs to be taken out of service for immediate repair, such advance notice may not be possible. BL will however attempt to notify the Customer at the earliest possible time in the event of an emergency outage.

7.3 BL agrees that it will work with leased line and internet service providers to provide the Customer with access in accordance with this Agreement to the Hosted Application. BL does not however warrant specific uptime or network response times on any network; however, BL agrees that it will use reasonable endeavours to actively monitor network performance and make or recommend alterations to improve such performance as it becomes necessary.

7.4 BL will save backups of the Hosted Application, and these backups will be stored in a manner consistent with other corporate backups.

7.5 The Customer: (i) shall not, other than as allowed under law, directly or indirectly, reverse engineer, decompile, disassemble, alter, probe or attempt to derive the source code or other trade secrets included in the Services or the Hosted Application; (ii) shall not access, copy or distribute the Hosted Application, related software or parts thereof, other than as allowed under this Agreement; (iii) shall not use the Services to transmit, distribute, disseminate, publish or store any material or information that: (a) is illegal, spam in nature, defamatory, obscene, indecent or harassing; or threatening or encouraging bodily harm, destruction of property, or infringing the lawful rights of any party; (b) violates the privacy of any party as protected by applicable law (whether local, national or international) or regulation; or (c) contains software viruses, worms, trojan horses or any computer code, files or programs designed to disrupt, destroy, invade, gain unauthorised access to, corrupt or modify the data, Hosted Applications, or any other equipment; (iv) shall always, comply with all applicable laws and regulations with respect to the Hosted Application, the Services and use thereof; (v) shall be responsible for entering into and maintaining all licenses required for the use of the Hosted Application; and shall only use the Hosted Application in accordance with the applicable license agreement; (vi) acknowledges that this Agreement does not grant the Customer any additional licenses or rights to those provided in the license agreement for the Hosted Application; (vii) will not provide information, encourage, or allow any third party to access the Hosted Application or the servers or network equipment used in the hosting service for any reason without the express written consent of BL; (viii) shall comply with its obligations as a ‘data controller’ (as such term is defined in the GDPR) in respect of any personal data that are hosted by BL pursuant to this Agreement, including, without limitation, by complying with the Article 5 of the GDPR; and (ix) shall comply with the provisions of the GDPR and all other applicable legislation relating to the collection and use of personal data with respect to any personal data transferred by the Customer to BL, and shall acquire all necessary consents from relevant data subjects to the transfer of their personal data from the Customer to BL and from BL to third parties for the purposes of the provision of the Services and receiving information about BL’s and such third parties’ products and services. The Customer shall indemnify BL for all losses suffered by BL arising from the Customer’s breach of this clause 7.5(ix).

8. Disclaimer of Warranties

8.1 OTHER THAN AS PROHIBITED UNDER LAW, ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN "AS IS" BASIS, AND THE CUSTOMER’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK. BL'S SOLE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR NON-COMPLIANCE WITH THIS AGREEMENT IS TERMINATION AND REIMBURSEMENT AS SET OUT IN PARAGRAPH 4 OF THIS AGREEMENT. BL DOES NOT MAKE, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. BL DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, WITHOUT SLOW RESPONSE TIME, ERROR-FREE, OR COMPLETELY SECURE.

8.2 BL does not assume any responsibility for the operation or management of the internet or the acts or omissions of any internet or external server service provider.

9. Limitation of Liability

9.1 Neither party excludes or limits its liability for: - (i) fraud by it, its employees or agents; (ii) fraudulent misrepresentation; or (iii) death or personal injury caused by its negligence or that of its employees or agents.

9.2 Subject to paragraph 9.1 above and notwithstanding anything else to the contrary, BL's aggregate liability to the Customer (including in respect of legal fees and disbursements), if any, shall not exceed the amount of the Fees paid to BL by the Customer under this Agreement during the twelve (12) months immediately preceding the date on which such claim accrued.

9.3 Subject to paragraph 9.1 above, in no event shall BL be liable to the Customer or any third party for any indirect, consequential or punitive damages or losses, or other losses in relation to and arising from lost profits, lost or stolen data, damages, delays interruptions, or viruses arising out of or related to this Agreement regardless of the basis of the claim.

10. Force Majeure

10.1 Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, hurricane, tornado, snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labour controversy, riot, civil disturbance, act of public enemy, embargo, war, act of god, act of terrorism, or any municipal, county or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party's reasonable control.

11. Assignment and subcontracting

11.1 The Customer may not assign its rights or obligations under this Agreement without the written consent of BL, except that if the Customer merges or consolidates with or into or transfers substantially all of its assets to another entity, this Agreement may be assigned to such successor and it shall be binding upon and inure to the successor's benefit.

12. Miscellaneous

12.1 This Agreement shall be governed by, and construed in accordance with, English law and each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.

12.2 This Agreement is the complete and whole agreement between the parties with regard to the subject matter and supersedes all previous agreements between the parties with respect to the subject matter and specific related Services hereof and shall be binding upon the parties, their respective successors, assigns, subsidiaries, affiliates, legal and administrators.

12.3 Any notice or other document to be served under this Agreement may be delivered or sent by prepaid first class recorded delivery post or facsimile to the party to be served at the addresses specified above.

12.4 The invalidity, illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.

12.5 No person who is not a party to this Agreement may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

12.6 The failure of either party at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision thereof in accordance with its terms.

12.7 Signatures on this Agreement transmitted by facsimile machine or email shall be binding upon the parties.

12.8 All Professional Development sessions provided by our training department must be used within 12 months of date of invoice. Failure on the part of the Customer to schedule the services purchased within the timescales mentioned will result in the session expiring and no refund being due. BL also reserve the right to charge a cancellation fee should any Professional Development session be cancelled/ rescheduled with less than 3 working days’ notice of the due date.