swgfl.org.uk/products/whisper/ or otherwise to the exclusion of any other terms and conditions.
The definitions and rules of interpretation in this clause apply in this agreement and the background.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Free Trial: the permitted use of the Services for a period as determined by SWGfL from time to time.
Interaction: the string of the initial Message from a User and related Messages between Subscriber and User under a unique reference number (URN).
Interaction Data: comprises of personal data in the Message (Message Data), User Contact Data and Meta Data.
Maintenance: any error corrections, updates and upgrades that SWGfL may provide or other tasks SWGfL may perform with respect to the Whisper Service from time to time.
Message: Each dialogue between User and Subscriber as facilitated by the Services.
Message Data: personal data contained in a Message which may relate to the User or any third party in a Message or Interaction and the name of the User if provided by the User.
Meta Data: the location data, IP, SMS details and APN associated with an Interaction.
Normal Business Hours: 6.00 am to 6.00 pm local UK time, each Business Day.
School: any educational establishment falling within the ordinary and natural meaning of a school in the UK.
Services: the Whisper Service and the Whisper Materials.
Service Term: the period governed by any Free Trial which commences on a date determined by SWGfL or otherwise the period as selected by the Subscriber (linked to payment of the relevant Whisper Service Fee shown at swgfl.org.uk/products/whisper/) and commences when the Subscriber has paid in full the relevant Whisper Service Fee.
Subscriber: a School which has subscribed for provision of the Services.
Subscriber Data: the data provided by the Subscriber to SWGfL to facilitate the contract for Services.
Subscriber's User Community: those persons whose use of the Services is permitted by the Subscriber.
SWGfL: South West Grid for Learning Trust Ltd, Belvedere House, Woodwater Park, Pynes Hill, Exeter, EX2 5WS, a charitable trust company registered in England and Wales. Company Number: 5589479, Charity Number: 1120354, VAT Number: GB 880 861 888.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
User: a member of the Subscriber's User Community who makes use of the Services subject to the User Notice.
User Contact Data: the personal data for contact purposes which a User provides during any Interaction.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Whisper Materials: copyright materials and tools made available by SWGfL to a Subscriber.
Whisper Service: the making available in machine-readable object code form only of SWGfL's proprietary software known as Whisper™, including any access to any error corrections, updates, upgrades, modifications and enhancements to it provided to the Subscriber by SWGfL at its entire discretion under this agreement from time to time such service including (a) a facility for the Subscriber to set up and configure the Whisper Service by internet access to the Whisper Site and (b) the facility intended to enable the Subsciber's User Community to access and use the Whisper Service to the extent described in the Whisper Service Specification.
Whisper Service Fees: the fees payable for the Whisper Service by the Subscriber as set out from time to time at swgfl.org.uk/products/whisper/.
Whisper Service Specification: the functionality for the Services, as set out from time to time at https://swgfl.org.uk/services/whisper/specification/.
Whisper Site: the URL at which the Whisper Service can be accessed namely swgfl.org.uk/account/whisper/ or such other URL established or provided by SWGfL for that purpose from time to time.
Whisper Trade Marks: those registered or unregistered trademarks associated with the Services as described in clause 8.2.
Grant of Licence: For the duration of the Service Term and subject to payment of the Whisper Service Fees SWGfL hereby grants to the Subscriber a non-exclusive, non-transferable licence to:
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SWGfL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one month, the party not affected may terminate the licence and use of the Services by giving 30 days' written notice to the other party.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this agreement.
Subscriber: as being the main contact in the Subscriber Data;