SchoolDrive for Schools - General Terms and Conditions

These (online) General Terms and Conditions (the "GTC") are issued by Solware Informatikai Kft., (address: Gödöllő 2100, Kard u. 10., company registration number: 13 09 125775, tax number: 12384114-2-13) ("The Service Provider") and regulate the rights and obligations of the Service Provider and the Customer as part of the Contract between the Parties for the use of the SchoolDrive online school administration system.

1. Services
   1. Facilities. All facilities used to store and process Customer data must meet security standards that provide at least the same level of protection as those used by the Service Provider for facilities that store and process their own data of a similar nature (e.g. creates a secure backup on at least a daily basis, continuously monitors the load on the servers, adds redundant servers to the system if necessary). The Service Provider has established systems and procedures in accordance with industry standards to ensure the protection and confidentiality of Customer data, protection against threats to the security or integrity of Customer data, and unauthorized access to or unauthorized use of Customer data.
   2. Modifications
      1. Modifications to Services. The Service Provider may make economically reasonable changes to the Services from time to time. If the Service Provider significantly modifies the Services or adds features of interest to the Customer, it shall notify the Customer, provided that the Customer has subscribed to be notified by the Service Provider of such changes.
      2. Modifications to the GTC at the URL. The Service Provider may from time to time make economically reasonable changes to the General Terms and Conditions available at this URL. If the Service Provider significantly modifies the General Terms and Conditions available at the URL, it shall notify the Customer thereof in a message sent to the notification e-mail address. If the modification is a significant disadvantage for the Customer and the Customer does not agree with the modification, it must notify the Service Provider within thirty days from the receipt of the notification of the modification. If the Customer notifies the Service Provider in the prescribed manner, the conditions in force immediately before the modification shall remain in force for the Customer until the end of the current Service period of the relevant Services. Any renewal of the affected Services will take place in accordance with the Service Provider's General Terms and Conditions currently available at the URL.
2. Customer Obligations
   1. Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. The Service Provider may from time to time make additional services or functions available through the Services. To use these, Customer may need to accept additional terms.
   2. Management of the Services by the Customer. Customer may specify in the settings one or more users who have access to the administrator account (s) and the right to administer the End User Accounts. Customer is responsible for (a) maintaining the confidentiality of the password and administrator account (s) data; (b) designate the persons who are authorized to access the administrator account (s); and (c) to ensure compliance with the Agreement in all activities related to the Administrator Account (s). The Customer accepts that the obligations of the Service Provider do not extend to the internal management or supervision of the Services on behalf of the Customer, and that the role of the Service Provider only covers data processing.
   3. Administrator Access to End User Accounts. Customer's Administrators may have the means to access, monitor, use, or disclose information available to End Users in End User Accounts. Customer will obtain and store all necessary end-user consent (i) for Customer to access, monitor, use and disclose such data and (ii) to enable Service Provider to provide this functionality to the Customer.
   4. Unauthorized use. Customer will use commercially reasonable efforts to prevent and eliminate unauthorized use of the Services. In all cases, the Customer shall immediately notify the Service Provider if it becomes aware of unauthorized use of the Services or unauthorized access to the Services.
   5. Use restrictions. Unless expressly provided otherwise in writing by the Service Provider, the Customer shall comply with the following and ensures through economically reasonable efforts that third parties do the same: (a) not sell, resell or lease the Service to a third party; does not act in an equivalent manner (unless expressly permitted by this Agreement); (b) attempt to decrypt the Services or any component of the Services; (c) by using the Services or accessing the Services, Customer is not attempting to create a service that replaces or is similar to the Services; (d) not use the Services for high-risk activities.
3. Invoicing and Payment
   1. Invoicing. The Customer shall pay for the Services in advance for each period specified in the Agreement. When ordering the Services, the Service Provider provides the Customer with information related to the fee for the Services.
   2. Payment. All fees are in EUR, unless otherwise stated in the Contract or on the invoice. Invoice payments are due eight days after the date of the invoice, unless otherwise specified in the Contract, after which they shall be deemed to be overdue.
   3. Overdue payments. If Customer’s payment is overdue, Service Provider may (i) charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will reimburse Service Provider for all reasonable expenses (including attorneys' fees) incurred by Service Provider in collecting overdue payments, except where such payments are due to Service Provider's billing inaccuracies.
   4. Suspension due to non-payment.
      1. Automatic suspension. Customer has thirty days to pay the late fees to the Service Provider. If Customer fails to pay late fees to the Service Provider within thirty days, the Service Provider will automatically suspend the use of the Services for the Customer. The suspension will last as long as the Customer has paid all late fees to the Service Provider.
      2. Terms applicable during suspension. The Service Provider will not invoice the Customer for the fee for the period of suspension due to non-payment.
      3. Termination after suspension. If the Customer is suspended for more than sixty days due to non-payment, the Service Provider may terminate the contract with the Customer due to breach of contract in accordance with Section 11.
4. Technical Support Services.
   1. Role of the Customer. Customer will answer, at its own expense, any questions or complaints from End Users or third parties regarding Customer's use of the Service or End Users. Customer will use economically reasonable efforts to resolve support issues before submitting them to the Service Provider.
   2. Role of the Service Provider. If Customer is unable to resolve a support issue in the manner described above, Customer may involve the Service Provider in accordance with the guidelines for using the Technical Support Services. The Service Provider will provide technical support to the Customer in accordance with the guidelines for the use of Technical support.
5. Suspension
   1. Suspension of End User Accounts by the Service Provider. If the Service Provider becomes aware that an end user has violated the Terms of Use or the Agreement approved by it, the Service Provider may expressly request the Customer to suspend the relevant end user account. If the Customer does not suspend the End User Account in question despite the Service Provider's request, the Service Provider reserves the right to do so. Any suspension by the Service Provider shall last until the end User concerned terminates the breach of contract giving rise to the suspension.
   2. Extraordinary security issues. In the event of an extraordinary security problem, the Service Provider may automatically suspend the user that caused the problem, notwithstanding the above. Suspension shall be for a minimum and sufficient period of time to eliminate the extraordinary security problem. If the Service Provider suspends an End User Account for any good reason without prior notice to the Customer, it shall inform the Customer of the reason for the suspension as soon as possible at the Customer's request.
6. Confidentiality
   1. Obligations. The Parties shall (a) protect confidential information of the other Party to the same extent as their own; and (b) do not disclose confidential information to anyone other than partners, employees or agents of the Service Provider who need to know it, in order to operate and improve the system, and who have previously agreed in writing to keep the information received confidential. Both parties (and any partners, employees or agents to whom the parties have disclosed confidential information) may use the confidential information only to exercise or perform their rights and obligations under this Agreement and shall ensure that the information is adequately protected. Each party is solely responsible for any activities of its partners, employees and agents that violate this section. At the Customer's request, the Service Provider shall name the partners and agents to whom it has disclosed the confidential information.
   2. Exceptions. Information shall not be considered confidential (a) which is already known to the recipient of the confidential information; (b) which have not been disclosed through the fault of the recipient; (c) which has been produced independently by the recipient; or (d) which has been lawfully transferred to the recipient by another party.
   3. Mandatory disclosure. Each Party may disclose confidential information from the other Party if required to do so by law, but only to the extent legally permitted after (a) having made economically reasonable effort to notify the other Party; and (b) having given the other party an opportunity to object to the disclosure.
7. Intellectual Property
   1. Intellectual Property Rights. Except as provided otherwise in this Agreement, this Agreement does not grant any party any implied or other rights to the Intellectual Property owned by the other Party. By agreement of the parties, all Intellectual Property Rights in the Customer Data are the property of the Customer and all Intellectual Property Rights in the Services are the property of the Service Provider.
   2. Brand Features. The Service Provider may display the trademarks of the Customer, which the Customer authorizes to display (this authorization may be validated by the Customer by uploading its trademarks to the Services), and this may be done in the designated areas of the pages of the Service. The Service Provider may also display Service Provider Marks on the pages of the Service to indicate that the Services are provided by the Service Provider. Without the prior written consent of the other party, neither party may display or use the other party's trademarks in any manner other than as permitted by this Agreement.
   3. Brand Features Restriction. The parties may use the other party's trademarks only for the benefit of the party with intellectual property rights in those trademarks. The parties may revoke the other party's right to use their trademarks under this Agreement by notifying the other party in writing and allowing a reasonable period of time to cease use.
8. Marketing and Publicity. Customer agrees that the Service Provider may enter the Customer's name or trademarks in the Service Provider's customer list in online or promotional materials. The Customer also agrees that the Service Provider may orally refer to the Customer as a customer using the products and services of the Service Provider that is the subject of the Contract. Section 7.3 (Trademark Restriction) applies to this section.
9. Representations, Warranties and Disclaimers
   1. Representations and Warranties. Both parties declare that they have full authority to enter this Agreement. Each party warrants that it will comply with all laws and regulations relating to the provision or use of the Services, as applicable (including the regulations on notification of security attacks). The Service Provider guarantees that it provides the Services in accordance with the relevant service contract.
   2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY DOES MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. THE SERVICE PROVIDER MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION MADE ACCESSIBLE THROUGH THE SERVICES.
10. Term
    1. Agreement Term. This Agreement is valid until the end of the year of concluding this Agreement. The Service Provider provides the Services to the Customer during the term of the contract.
    2. Renewal. At the end of the Agreement Term, the Contract is automatically renewed for a further calendar year, unless terminated by the Customer or the Service Provider.
    3. Price Revisions. The Service Provider may mofidfy its prices for the next calendar year, but must notify the Customer in writing (or by e-mail) at least thirty days before the beginning of the next calendar year. The annual price increase must not exceed the inflation rate forecast for the previous year.
11. Termination
    1. Termination for Breach. Either party may terminate the Agreement if the other party: (i) is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party commits a material breach of this Agreement more than twice, regardless of any remedy for such breach.
    2. Effects of Termination. Upon termination of this Agreement (i) the rights granted by one party to the other (other than as set forth in this section) shall terminate immediately; (ii) the Service Provider provides the Customer with access to the customer data for an economically reasonable period of time at the current prices of the relevant Services and ensures the possibility to export the data; (iii) the Service Provider deletes the Customer's data after an economically reasonable time by removing the elements pointing to them on the Service Provider's active servers and then overwriting the data over time; and (iv) upon request, both Parties shall make economically reasonable efforts to promptly return or destroy any confidential information originating from the other Party. If the Customer terminates the Agreement before the expiry of the Agreement, the Service Provider shall invoice the Customer and the Customer shall pay the Service Provider the remaining unpaid amount for the duration of the Agreement.
12. Indemnification
    1. Customer Indemnification Obligations. The Customer shall indemnify, defend and hold harmless the Service Provider from all liability, damages and costs (including settlement costs and reasonable attorneys' fees) arising from any third party claim against the Service Provider that (i) relates to Customer's data. ; (ii) represent that Customer's trademarks infringe or misuse any third party patents, copyrights, trade secrets or trademarks; or (iii) claims that Customer violates the Acceptable Use Policy during use.
    2. Service Provider Indemnification Obligations. The Service Provider shall indemnify, defend and indemnify the Customer against all liability, damage and costs (including settlement costs and reasonable attorneys' fees) arising from third party claims that the Service Provider's technology used to provide the Services or any of the Service Provider's trademarks infringes or misuse any third party patent, copyright, trade secret or trademark. Notwithstanding the foregoing, in no event shall the Service Provider be liable under this section for: (i) the use of any Service or Service Provider's trademark in a modified form or in combination with content not provided by the Service Provider; or (ii) any content, information or data provided by Customer, End Users or other third parties.
    3. Copyright Infringement.
       1. Remedy, replacement or modification. In the event that the Service Provider reasonably suspects that the Services infringe the intellectual property rights of a third party, it shall: (a) acquire the right to continue to use the Services for the Customer at its own expense; (b) replace the Services with a non-infringing service offering the same functionality; or (c) terminate the infringement by modifying the Services. In all cases, the Service Provider retains the data entered into the system and provides access to it.
       2. Suspension or termination. If the Service Provider does not find the above options economically reasonable, it may suspend or terminate the use of the relevant Services for the Customer. If the Service Provider terminates the affected Services, the Service Provider will reimburse the fees paid by the Customer for the period after the termination of the Services on a pro rata basis.
    4. General provisions. The party seeking compensation shall immediately notify the other party of the action and shall cooperate with the other party in defending the action. The indemnification party shall have full custody of the protection, except in the following cases: (a) any agreement requiring the party seeking compensation to acknowledge liability or to pay any amount shall require the prior written consent of the party concerned, which shall not be held back and cannot be delayed; and (b) the other party might join the defense at its own expense and with its own lawyer. THERE ARE ONLY THE ABOVE METHODS OF COMPENSATION FOR ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES UNDER THIS AGREEMENT.
13. Liability
    1. Limited Indirect Liability. IN NO EVENT SHALL THE PARTIES BE LIABLE FOR ANY LOSS OF REVENUE FROM THE OTHER PARTY OR FOR INDIRECT, EXCEPTIONAL, CONVENTIONAL, CONSEQUENTIAL, PUNITIVE DAMAGES UNDER THIS AGREEMENT. THIS IS APPLICABLE EVEN IF THE OTHER PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE ABOUT THE POSSIBILITY OF SUCH DAMAGES OR IF DIRECT COMPENSATION DOES NOT REPRESENT A REMEDY.
    2. Limited Liability. FOR THE PURPOSES OF THIS AGREEMENT, THE MATERIAL LIABILITY OF THE PARTIES SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO THE SERVICE PROVIDER 12 MONTHS PRECEDING THE LIABILITY EVENT.
    3. Limitation Exceptions. These limitations of liability apply to the extent permitted by applicable law, but do not apply to breaches of confidentiality, infringements of the intellectual property rights of the parties by the other party, or indemnification obligations.
14. Miscellaneous
    1. Notices. Unless otherwise provided in this Agreement, (a) all notices shall be provided in writing to the legal department and primary contact of the other Party, and (b) the notice shall be deemed to have been given if: (i) the service of the courier is certified in written receipt or in case of post delivery without confirmation the notification has been handed over; or (ii) if the delivery of the information sent by e-mail or fax is confirmed by automatic feedback or an electronic log file.
    2. Assignment. Neither party may assign the Agreement without the written consent of the other party. The only exception to this is the transfer to a lawyer, but only if: (a) the assignee acknowledges in writing that he is bound by the terms of this Agreement; and (b) the assignor remains liable for the contractual obligations entered into prior to the assignment. Any other attempt to transfer or assign is invalid.
    3. Change of Control. In the event of a change in control (for example, a purchase or sale of shares, an association or other corporate transaction): (a) the party undergoing control changes notifies the other party in writing 90 days in advance; and (b) the other Party may terminate this Agreement at any time upon receipt of the written notice provided for in subparagraph (a) within thirty days of the change of control.
    4. Vis maior. Neither party shall be liable for defective performance if it is caused by an external circumstance beyond the control of that party (such as a natural disaster, war or terrorist act, government action, or Internet disruption).
    5. No Waiver. Failure to comply with any provision of this Agreement shall not constitute a waiver of such provision.
    6. No Agency. The parties are independent contractors and nothing in this Agreement will create an agency, partnership or joint venture relationship between the two parties.
    7. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party.
    8. Governing Law. This Agreement is governed by the legal system of the Republic of Hungary and applicable Hungarian legislation. If the parties are unable to settle the dispute by conciliation, they shall submit to the exclusive jurisdiction of the court or tribunal having its registered office in Budapest in the event of a dispute.
    9. Amendments. Any amendment to the Agreement must be in writing, expressly stating that it is amending the Agreement.
    10. Entire Agreement. This Agreement, together with the documents referred to therein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings regarding such subject matter. The terms and conditions contained in the URLs referenced in the Agreement are part of the Agreement.
    11. Conflicting Terms. If the documents that make up this Agreement are in conflict with each other, they must be considered in the following order: the Agreement, the GTC, and then the terms and conditions available at the various URLs. If the Customer signs a printed, physical contract with the Service Provider for the use of the Services, the printed contract will override these online GTC.
    12. Copies. The parties may make a copy of this Agreement in the form of a fax, PDF file, or other electronic copies that together constitute a single document.
15. Definitions

    "Acceptable Use Policy" the guidelines for acceptable use of the Services set forth in https://www.schooldrive.net/shared/terms/en/ use_policy.html or another URL provided by the Service Provider.

    "Admin Account" the accounts provided by the Service Provider to the Customer for the supervision of the Services. To use the administrator account (s), a password is required, which is provided by the Service Provider to the Customer.

    "Administrators" persons designated by Customer to oversee the Services provided to end users on behalf of Customer. The system knows the authorization levels of a) Staff, b) Office Head, and c) Manager in ascending order. End users with a higher level of privileges are Administrators of lower level end users: they can create and suspend end users with such privileges.

    "Agreement" the agreement between the Service Provider and the Customer, of which forms these GTC form a part of and which contains the following: (i) the ordered Services; (ii) the Fees; (iii) the First Service Period; (iv) the method of payment.

    "Brand Features" trade names, trademarks, service names, logos, domain names, and other distinctive trademarks of the parties, which may protected occasionally.

    "Confidential Information" information identified as confidential or otherwise considered confidential in the circumstances and disclosed by one Party to the other Party under this Agreement. Customer Data is confidential information of the Customer.

    "Customer Data" all data, including emails, provided, created, transmitted or displayed by Customer or End Users through the Services.

    "Emergency Security Issue" a case where (a) a Customer uses the Services in violation of the Acceptable Use Policy, which may disrupt (i) the Services, (ii) the use of the Services by other Customers, or (iii) the operation of Service Provider networks or servers used to provide the Services; or (b) any third party has unauthorized access to the Services.

    "End Users" individuals to whom Customer authorizes use of the Services.

    "End User Account" "End User Account" means the accounts operated by the Service Provider for the End Users established by the Customer through the Service.

    "Fees" the amounts invoiced to the Customer by the Service Provider for the Services as included in the Agreement. The Fees are calculated annually using the Fee Percentage.

    "Fee Percentage" The Fees for the next year are calculated from the revenues of the services (e.g. courses, translations, interpretations) of the previous year that Customer has registered and manages in the system. The Fee Percentage is specified in the Service Agreement. For example a Fee Percentage of 1% has the meaning in case revenues of the previous year were 600K that the annual fee is 6000, which translates to 500 + VAT / month.

    "High Risk Activities" activities (such as the operation of nuclear facilities, air traffic control or the operation of life-saving equipment) where the use or failure of the Services could result in death, personal injury or environmental damage.

    "First Service Period" the duration of the relevant Services, which shall be the period specified in the Agreement from the beginning of the provision of the Service.

    "Intellectual Property Rights" current and future worldwide rights under patent and copyright laws, trade secrets and trademarks, moral rights laws and other similar laws.

    "Notification Email Address" the e-mail address designated by the Customer to receive e-mail notifications from the Service Provider in the Agreement.

    "Service Start Date" the date on which the Service Provider makes the Services available to the Customer and which, unless the parties have agreed otherwise, may not be more than one week after the Service Provider has received the signed Contract.

    "Service Websites" Websites that display the Services to End Users.

    "Services" the applicable basic services of the SchoolDrive service package provided by the Service Provider and used by the Customer pursuant to this Agreement. A description of the Services is available at the following website or at another URL provided by the Service Provider: https://www.schooldrive.net/shared/terms/en/user_features.html.

    "Service Period" the First Service Period for the applicable Services and the total renewal periods.

    "SLA" Service Level Agreement available at the following website or other URL provided by the Service Provider: https://www.schooldrive.net/shared/terms/en/sla.html.

    "Suspension" immediately blocking of access to the Services or components of the Services to prevent further use of the Services.

    "Taxes" all taxes, duties, fees or taxes (other than the Service Provider's income tax) related to the Services, including applicable penalties and interest.

    "Term" the duration of the Agreement, which shall commence on the effective data, and (i) until the end of the last period of service or (ii) the termination of the Agreement as set forth herein, whichever is earlier.

    "Third-Party Proceeding" a request from a third party for the usage data of an End User of the Services. An External Inquiry may be a lawful search warrant, court order, subpoena or other final order, or the End User's written consent to disclosure.

    "Technical Support Services" the technical customer service provided to the administrators for the period specified by the Service Provider in the Guidelines for using the Technical Support Services.

    "Guidelines for using the Technical Support Services" the guidelines applicable to the Services regarding the use of the Service Provider's technical support service. Guidelines for using the technical support service are available at the following URL or at another URL provided by your Service Provider: https://www.schooldrive.net/shared/terms/en/tssg.html.

    "URL Terms" terms and conditions of "Acceptable Use Policy," "Service Agreement," and "Guidelines for using the Technical Support Services" all together.

    "User terms" terms and conditions that must be approved by all users before using the system available at a https://www.schooldrive.net/shared/terms/en/user_terms.html.

Version: September 1, 2016