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;
Data Sharing Provisions in Respect of Message Data and User Contact Data
Agreed Purposes: to provide the Services as required to (i) enable SWGfL to facilitate the Services being the processing of the Interaction to the Subscriber and (ii) the Subscriber to receive and respond to the message posted by a User as part of an Interaction.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation in force at the time.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Shared Personal Data: the personal data to be shared between the parties under this Schedule 1. Shared Personal Data shall be confined to the following categories of information
Message Data: relevant to the following categories of data subject:
This notice sets out:
Whisper is an open route made available to you by your school (the School) and managed by South West Grid for Learning Trust Limited (SWGfL).
Your message will be relayed to a nominated email account at the School. If you give your name this will show to the School.
Each message string will be linked by a unique reference so that you can check responses. If you have entered your email address into Whisper you will be notified about responses.
You will see the first name of the person at the School responding to you where replies are sent.
You are able to use Whisper as the School has designated you as being within the School Community.
The School is responsible for providing the School Community with information about:
The School is responsible for any action that it takes (including no action) on the information provided in a message.
A message is anonymous to the School if:
The School does not have access to an email address or other contact details (Contact Data) unless these are provided to the School by you in the body of the message.
SWGfL and the School are joint controllers in respect any of personal data within a message and if you disclose your name when making a message (Message Data).
SWGfL - as Controller – we process the Message Data as part of the services but we do not review, monitor or act on the contents of any message. We process Message Data in order to give functionality to the Whisper service. We delete Message Data regularly at intervals agreed with the School unless there is a reason given by law for its retention or we are required to keep it due to a court order or order of any competent authority (the Retention Policy).
School – as Controller – processed the Message Data as required by the message and may store this outside of the Whisper system. The School will provide you with the appropriate notices including privacy notice information in respect of this.
SWGfL is the Controller in respect of Contact Data provided outside of the message and we use this to alert you to a reply from the School and to notify you of the unique number assigned to the message string. We process this in order to give functionality to the Whisper service. We delete Contact Data in accordance with the Retention Policy.
SWGfL is the Controller and also processes some other data (which may be personal data) relating to the IP address of the machine sending the message and related data. We call this Meta Data. We process this in order to give functionality to the Whisper Service and delete it in accordance with the Retention Policy except where we have completely anonymised the data and use this for analytical purposes.
Message Data: the School will advise you how and when it may be required to disclose Message Data to any other party in order to act on the contents of a Message.
Message Data, Contact Data, Meta Data: as above, SWGfL is the Controller of this data.
Message Data: We share this with the School as this is the basis of the Whisper Service agreement we have with them.
Outside of this we will only ever share Message Data, Contact Data or Meta Data with any other third party where:
Please read this notice carefully and contact us if you have any queries by emailing us at: email@example.com.
Or by writing to:
The Head of Privacy
South West Grid for Learning Trust
Or by telephone on: 0345 601 3203
Please do not use rude language or swear in a message as this may cause it to be blocked by the School’s scanning systems.
In sending a message please ensure that you do not do so in a manner which would:
If you do this and we are aware of this from the School or other means we have the right to block your use of the services.