Please read this terms of use agreement carefully

This terms of use agreement (this “agreement”) (together with the documents referred to in it) is a legal agreement between the person, school, local authority or other education provider named in your registration (“you”) and EviEd Ltd incorporated and registered in England and Wales with company number 10254016 (“EviEd”, “we”, “us” or “our”) for the use of our Flex platform (“Flex”).

By using and/or registering to use Flex, you must read, agree with and accept all of the terms and conditions contained in this agreement. This agreement is provided to you and concluded in English. You agree that any use by you of Flex shall constitute your acceptance of the agreement. We recommend that you store or print-off a copy of the agreement (including all policies) for your records.

If you do not agree to the terms of this agreement, please refrain from using Flex.

1. Eligibility
1.1 We have developed Flex to allow schools and teachers to analyse assessments, store work files and to produce and store follow up work for students. To be eligible to enter into this agreement you must:
(a) agree to the terms of this agreement and either be (i) a school, local authority or other education provider (the “School”) that has agreed to purchase a full licence to use Flex; or (ii) a School, teacher or lecturer that has agreed to use Flex as a trial user (“Trial User”); and
(b) have obtained all the necessary consents and be duly authorised to enter into this agreement.

1.2 EviEd shall use reasonable endeavours to contact the person named in the registration in order to verify their identity and affiliation with the named school. We may contact you by telephone, email, fax or by any other means necessary and reserve the right to delete the account of any person who is not authorised to use Flex.

2. Applicable terms
2.1 This agreement refers to the following additional terms, which also apply to your use of
Flex:
(a) our acceptable use policy (clause 12), which sets out the permitted and prohibited uses of Flex. When using Flex, you must comply with this terms of use use policy;
(b) our privacy policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using Flex, you consent to such processing and you warrant that all data provided by you is accurate; and
(c) our cookie policy, which sets out information about the cookies on Flex.
2.2 If you are a Trial User (or at any point become a Trial User) the ‘Additional Terms for Trial Users’ section shall apply to you.
2.3 If you subscribe for any of our other services you will also have to agree to the terms that govern the service you have subscribed for.

3. Licence
3.1 In consideration of you agreeing to abide by the terms of this agreement, EviEd hereby
grants:
(a) the School a non-exclusive, non-transferable, licence to permit its teachers, staff and students (“Authorised Users”) to use Flex for duration of the period that it has subscribed for; and
(b) Trial Users a non-exclusive, non-transferable licence to use Flex during the trial period (as agreed between EviEd and the Trial User in writing) (“Trial Period”) solely for the evaluation of Flex by the Trial User for use in the Trial User’s school.
3.2 In consideration of the Fees, EviEd shall also:
(a) deliver to the School a training session to demonstrate to Authorised Users how to use Flex (a “Training Session”);
(b) provide to the School additional (or upgraded) features as they become available on Flex;
(c) make available its customer services team to the School at reasonable times and on reasonable notice; and
(d) provide the level of data storage agreed between the School and EviEd from time-to time.

4. Payment and fees
4.1 The School shall pay to EviEd the relevant fees to access and use Flex (the “Fees”). The Fees are available upon request following a completed telephone demonstration of Flex.
4.2 The School shall provide to EviEd valid, up-to-date and complete credit or debit card details or complete contact and billing details and, if the School provides:
(a) its credit or debit card details to EviEd, the School hereby authorises EviEd to bill such credit or debit card immediately for the Fees payable in respect of the initial subscription term and subject to clause 5, on each renewal period for the Fees payable in respect of the next renewal period;
(b) its approved purchase order information to EviEd, EviEd shall invoice the School immediately for the Fees and subject to clause 5, at least 14 days prior to each renewal period for the Fees payable in respect of the next renewal period and the School shall pay each invoice within 14 days after the date of such invoice. You may pay our invoice by cheque, bank transfer, credit or debit card.
4.3 All fees and charges will be exclusive of VAT and shall be payable to EviEd in GBP.
4.4 EviEd reserves its right to amend the Fees at any time upon 30 days’ notice. These new fees will be applied at the end of the schools licence and are applicable for the school to renew their contract.

5. Cancelation and refunds
5.1 If you are a School, you have a right to cancel this agreement during the period set out below in clause 5.2. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to use Flex, you can notify us of your decision to cancel this agreement and receive a full refund.
5.2 A School’s right to cancel this agreement starts from the date it receives confirmation of subscription from us, which is when this agreement between us is formed. The School then has a period of thirty (30) days after the Training Session in which to cancel (“Cancellation
Period”).
5.3 To cancel this agreement during the Cancellation Period, please contact us by sending an e-mail to austin@flexassessment.com. You may wish to keep a copy of your cancellation notification for your own records. Your cancellation is effective from the date you sent us the e-mail.
5.4 The School may cancel its subscription at any time after the Cancellation Period by sending an e-mail to austin@flexassessment.com. If a subscription to use Flex is cancelled after the Cancellation Period, the cancellation will take effect immediately and you will not be charged again. You will not, however, receive a refund in respect of the remaining period that has been paid for.

6. Trial access to Flex
6.1 Trial Users acknowledge and agree that Flex will, or may, automatically “time out” (that is to say, cease to operate) at the end of the Trial Period if the Trial User’s School has not at that time purchased a full licence of Flex.
6.2 During the Trial Period this agreement may be terminated immediately by EviEd for any reason (for example if the Trial User is in breach of any of it

7. Data
7.1 In order for EviEd to provide teachers and students with access to Flex, the School shall provide EviEd with certain data concerning its teachers and students (which shall include, but is not necessarily limited to, names and contact details) (“Teacher / Student Data”). The School shall: (i) provide EviEd with the non-exclusive, non-transferable right to access and process the Teacher / Student Data by allowing access to the School’s database for the term of this agreement; or (ii) provide EviEd with the Teacher / Student Data by sending a CSV file, in which case the School grants EviEd a non-exclusive, non-transferable right to access and process the Teacher / Student Data for the term of this agreement.
7.2 The School warrants that it has obtained all rights and permissions necessary to transfer Teacher / Student Data to EviEd.
7.3 EviEd shall only process such data in accordance with our privacy policy and processor agreement.

8. Accessing Flex
8.1 Access to Flex is permitted on a temporary basis and we reserve the right to withdraw or amend the services or functionality that we provide on Flex without notice. We will not be liable if for any reason Flex is unavailable at any time or for any period.
8.2 From time to time, we may restrict access to some parts of Flex, or the entire Flex platform, to users who have registered with us. We will use reasonable endeavours to fix issues and bugs in Flex as quickly as we can.
8.3 If you choose, or you are provided with, a mark access code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any mark access code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this agreement.
8.4 You must not misuse Flex by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Flex, the server on which Flex is stored or any server, computer or database connected to Flex. You must not attack Flex via a denial-of-service attack or a distributed denial-of service attack.
8.5 If you breach clause 8.4, you will be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, we reserve the right to immediately cease your right to use Flex.

9. Your indemnities and undertakings
9.1 You agree that when using Flex you will comply with all applicable laws and this agreement. In particular, but without limitation, you agree not to:
(a) use Flex in any unlawful manner or in a manner which promotes or encourages illegal activity; or
(b) breach any law, statute, contract, or regulation;
(c) act in a manner that is obscene, defamatory, libellous, unlawfully threatening or unlawfully harassing;
(d) provide false, inaccurate or misleading information;
(e) use an anonymising proxy; or
(f) attempt to gain unauthorised access to Flex or any networks, servers or computer systems connected to Flex. (together the “Restricted Activities”)
9.2 Except as expressly set out in this agreement or as permitted by any local law, you undertake:
(a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Flex or your access to Flex;
(b) not to engage in any of the Restricted Activities, nor control an account that is linked to any of the Restricted Activities;
(c) not to make alterations to, or modifications of, the whole or any part of Flex nor permit Flex or any part of it to be combined with, or become incorporated in, any other programs or websites;
(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Flex, except those parts of Flex that are published under open-source licences;
(e) to include our copyright notice on all entire and partial copies of Flex in any form;
or
(f) not to provide, or otherwise make available, Flex in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us, except those parts of Flex that are published under open-source licences.
9.3 Notwithstanding clause 9.1 and 9.2, you agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of Flex otherwise than in accordance with this agreement or
any applicable laws.
9.4 You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge.
9.5 You undertake that your login may only be used by you and a login shared by multiple people is not permitted. The School may create an approproate number of separate logins for its Authorised Users.

10. Intellectual property rights
10.1 We are the owner or the licensee of all intellectual property rights in Flex, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
10.2 The trade marks, service marks, and logos (“Trade Marks”) contained on Flex are owned by us, our group companies or third party partners of us. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of us, the relevant group company or the relevant third party partner of us.
10.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
10.4 Our status (and that of any identified contributors) as the authors of content on Flex must always be acknowledged.
10.5 You must not use any part of the content on Flex for commercial purposes without obtaining a licence to do so from us or our licensors.
10.6 If you print off, copy or download any part of Flex in breach of this agreement, your right to use Flex will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

11. Uploading content to Flex
11.1 Whenever you make use of a feature that allows you to upload content to Flex, or to make contact with other users of Flex, you must comply with the content standards set out in our Acceptable Use Policy (clause 12).
11.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.
11.3 Subject to clause 11.4, any content that you upload to Flex will only be used in accordance with your instructions. EviEd will not sell such content to third parties or use the content for purposes that are not set out in this agreement. To the sole extent it is necessary in order to complete your requests, you grant to us a perpetual, worldwide, nonexclusive, royalty free and fully paid licence to, without limitation, use, sublicence, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public the content.
11.4 We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to Flex constitutes a violation of their intellectual property rights, or of their right to privacy.
11.5 We have the right to remove any posting you make on Flex if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy (clause 12).
11.6 You acknowledge and agree that Flex acts merely as a passive conduit and/or host for the uploading storage and distribution of such content. The views expressed by other users on Flex do not represent our views or values. We cannot and do not review the Content created or uploaded by its users, and neither we nor our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor Flex for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of this agreement or applicable law.
11.7 You are solely responsible for all of the content that you upload, post or distribute to, on or through Flex, and to the extent permissible by law, we exclude all liability with respect to content and the activities of users.

12. Acceptable use policy
12.1 This acceptable use policy applies to all users of, and visitors to, Flex.
Prohibited uses
12.2 You may use Flex only for lawful purposes. You may not use Flex:
a) in any way that breaches any applicable local, national or international law or regulation;
b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
c) for the purpose of harming or attempting to harm minors in any way;
d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (see below);
e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and/or
f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
g) not to reproduce, duplicate, copy or re-sell any part of Flex in contravention of the provisions of our terms of use;
h) not to access without authority, interfere with, damage or disrupt:
i) any part of Flex;
j) any equipment or network on which Flex is stored;
k) any software used in the provision of Flex; or
l) any equipment or network or software owned or used by any third party.
Interactive services
12.3 We may from time to time provide interactive services on Flex (“interactive services”). We are under no obligation to oversee, monitor or moderate any interactive service we provide on Flex, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
Content standards
12.4 These content standards apply to any and all material which you contribute to Flex (“contributions”), and to any interactive services associated with it. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of
any contribution as well as to its whole.
12.5 Contributions must:
a) be accurate (where they state facts);
b) be genuinely held (where they state opinions); and/or
c) comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
d) contain any material which is defamatory of any person;
e) contain any material which is obscene, offensive, hateful or inflammatory;
f) promote sexually explicit material;
g) promote violence;
h) promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation or age;
i) infringe any copyright, database right or trade mark of any other person;
j) be likely to deceive any person;
k) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
l) promote any illegal activity;
m) be threatening, abuse or invade another’s privacy, or cause annoyance,
inconvenience or needless anxiety;
n) be likely to harass, upset, embarrass, alarm or annoy any other person;
o) be used to impersonate any person, or to misrepresent your identity or affiliation
with any person;
p) give the impression that they emanate from us, if this is not the case; and/or
q) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
Suspension and termination
12.6 We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of Flex. When a breach of this policy has occurred, we may take such action as we deem appropriate.
12.7 Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use Flex, and may result in our taking all or any of the following actions:
a) immediate, temporary or permanent withdrawal of your right to use Flex;
b) immediate, temporary or permanent removal of any posting or material uploaded by you to Flex;
c) issue of a warning to you;
d) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
e) further legal action against you; and/or
f) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
12.8 We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

13. Changes to these terms
We may revise this agreement (or any of the documents referred to in this agreement) at any time by providing at least fourteen (14) days’ notice by e-mail. Please check this page to take notice of any changes we made, as they are binding on you. Continued use by you of Flex shall constitute your consent to such changes.

14. Duplicate accounts
We reserve the right to refuse the creation of duplicate accounts for the same user. In a case where duplicate accounts are detected, we reserve the right to close or merge these duplicate accounts without notification.

15. No warranty
15.1 Use of Flex is at your own risk. Flex is provided on an “as is” basis. We do not warrant or guarantee that Flex and all or part of its contents will be always available or that its use will not be interrupted.
15.2 You acknowledge that Flex may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this agreement.

16. Our liability
16.1 Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
16.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Flex or any content on it, whether express or implied.
16.3 Subject to clause 14, we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, Flex; or
(b) use of or reliance on any content displayed on Flex.
16.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Flex or to your downloading of any content on it, or on any website linked to it.
16.5 We assume no responsibility for the content of websites linked on Flex. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
16.6 Subject to clause 16.1, our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £100.

17. Consequences of termination
17.1 Upon termination or expiry for any reason:
(a) all rights granted to you under this agreement shall cease;
(b) you must cease all activities authorised by this agreement;
(c) EviEd shall irretrievably delete any personal data that you have provided us with (including student data) and cease using such data, except that EviEd shall retain teacher data in accordance with the terms of our privacy policy;
(d) we may delete the content you have posted on Flex; and
(e) you must immediately cease using Flex and certify to us that you have done so.
17.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

18. Transfer of rights and obligations
18.1 This agreement is binding on you and us and on our respective successors and assignees.
18.2 You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.
18.3 We may assign, charge, novate or otherwise dispose of this agreement without your prior written consent. We will, however, provide you with at least 30 days’ notice if we assign, charge, novate or otherwise dispose of this agreement.

19. General Terms
Communications
19.1 We are required to provide certain information to you in writing. By accepting this agreement, you agree that we can communicate with you electronically either by e-mail or by posting notices on Flex.
Entire Agreement
19.2 This agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.
Law and Jurisdiction
19.3 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.4 Any dispute or claim arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

20. Contact us
To contact us, please email admin [at] flexassessment.com.

Last updated: 26th June 2018