If you have already signed a Service Level Agreement with Satchel Limited covering the use of Satchel products this agreement does not apply to you as the signed terms supersede these terms.
If the Customer does not agree to the terms of this Agreement then please refrain from using the Satchel platform and Services.
1.1 In this Agreement, the following words and phrases have the following meanings:
Charges means the charges to be paid by the school, education provider or entity to Satchel pursuant to Clause 11 in respect of any part of the Services.
Documentation means the user instructions and other literature related to the Services supplied to the Customer or available on the Website.
Force Majeure means any cause preventing a Party from performing any or all of its obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and/or control of the Party including, without limitation, strikes, lockouts or other industrial disputes (other than those strikes, lockouts or other industrial disputes held directly by the staff of either Party), protest, act of God, war, military operations, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, the act or omission of government, highways authorities, Public Communications Providers or other competent authority, accident, breakdown of plant or machinery, fault or loss of electricity supply, fire, explosion, flood, storm, inclement weather, drought, lightning, epidemic or any of the above events affecting suppliers or subcontractors, difficulty, delay or failure in manufacture, production or supply by third parties of any services, Service equipment (if any) or any part thereof (to the extent only that such difficulty, delay or failure was caused by an event of Force Majeure affecting that third party) or failure to obtain way leaves or any other necessary consents or permissions having used reasonable endeavours to do so.
Intellectual Property Rights means copyrights, moral rights, patents, supplementary protection certificates, trademarks, trade names, service marks, design rights, database rights, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world.
New Release means a new release or version of the Software incorporating enhancements and up-dates of the Software upon which the Services are delivered.
Release means a version of the Software as defined by a release number.
Services means the infrastructure to host Satchel products and the associated technical infrastructure and technical software Support Services and Additional Services as appropriate.
Services Materials means the Documentation.
Services Materials Licence means the rights granted by Satchel pursuant to Clause 3 in relation to the Services Materials.
Software means the Satchel product or platform used by Satchel to deliver the Services to the Customer which is subject to a separate Agreement between Satchel and the Customer.
Standard Scale of Charges means Satchel‘s standard scale of charges from time to time.
Services means the services provided by Satchel under this Agreement.
Term means the term of the agreement entered into with the school, education provider or entity.
Website means https://www.teamsatchel.com.
2.1 In consideration of the payment of the Charges then Satchel agrees to supply to the Customer the Services for the Term in accordance with the provisions of this Agreement.
2.2 Satchel will use its reasonable endeavours to ensure delivery of the Services. Time is not of the essence in relation to such dates.
2.3 If Satchel fails to provide the Services then the Customer shall have no right to reject the Services and shall have no right to rescind this Agreement unless the Customer has served on Satchel a written notice requiring Satchel to provide the Services within thirty (30) days from the notice.
2.4 The Customer acknowledges that from time to time Satchel may apply upgrades and Hot Fixes to the Software at no additional cost to the Customer unless otherwise agreed through New Releases and that such New Releases may result in changes to the appearance and or functionality of the Software.
3.1 Subject to payment by the Customer to Satchel of any Charges which may be due on or following acceptance of the Services in accordance with Clause 11, Satchel grants to the Customer a non-exclusive, non- transferable right to use the Services and Services Materials subject to the constraints in this Clause 3 for the Term and in accordance with any other reasonable requirements notified to the Customer by Satchel in writing. This right shall not extend to any of Satchel’s other programs or software.
3.2 The Customer shall only use the Services strictly for its own internal purposes as envisaged by this Agreement only and (unless authorised by Satchel in writing) and the Customer shall not permit or attempt to modify, alter, reverse engineer, disassemble or decompile any part of the Software. The Customer shall not, without the prior written consent of Satchel, permit any third party to use the Services (such consent not to be unreasonably withheld). The Customer shall notify Satchel immediately in writing if the Customer becomes aware of an unauthorised use of the whole or any part of the Services by any person. Notwithstanding the obligations on the Customer to notify Satchel of any unauthorised use of the Services by the Customer, Satchel will advise the Customer immediately it becomes aware of any unauthorised use of the Services by the Customer if the Customer has not already so advised. Such obligation on Satchel to so advise the Customer shall not reduce or remove any obligation of the Customer under this Agreement. The Customer shall indemnify Satchel against the corruption of the database as a result of third party access to the Software, associated databases and hosting systems.
3.3 The Customer and individuals linked to the organisation shall access the Services through the Customer’s Equipment (desktops, laptops and mobile devices), network infrastructure and internet connection, responsibility for which lies with the Customer. If the Customer’s Equipment, network or Internet access is inoperable or does not comply with the required specification then Satchel shall not be obliged to deliver the Services during any such time and the Customer shall not be entitled to any reduction in Charges.
3.4 The rights granted under clause 3 shall cease if the Customer ceases to pay the charges for the Services.
4.1 This Agreement incorporates the following additional terms and policies (at https://www.teamsatchel.com/legals/terms_conditions.html) which apply to the Customer and individuals linked to the organisation use of the Software and receipt of the Services:
5.1 The Customer has the right to cancel this Agreement during the period set out below in Clause 5.2. This means that during the relevant period the Customer for any reason can decide to not use the Software or Services and on written notification to Satchel, within the Cancellation Period, then the Customer will be deemed to have cancelled this Agreement and will receive a full refund.
5.2 The Customer’s right to cancel this Agreement starts from the date this Agreement is executed. The Customer then has an evaluation period the duration of which is set out in the Licence Summary in which to cancel (“Cancellation Period”).
5.3 The Cancellation Period can be extended on mutual written agreement by both Parties on a case by case basis.
5.4 In order to cancel this Agreement during the Cancellation Period please contact Satchel. An e-mail cancellation notice will be deemed effective from the date of receipt.
6.1 Satchel may at its sole discretion and without liability (unless Satchel is otherwise in breach of the terms of this Agreement) suspend the Customer’s access to or use of the Services either in whole or in part until further notice on notifying the Customer either verbally (confirming such notification in writing) or in writing in the event that:
6.2 Access to the Satchel platform and Services is permitted on a temporary basis and Satchel reserves the right to withdraw or amend the Services or functionality without notice. Satchel will not be liable if for any reason the platform is unavailable at any time or for any period.
6.3 From time to time, Satchel may restrict access to some parts of the platform or the entire platform.
6.4 Satchel shall restore Access to the Customer as soon as reasonably practicable after Satchel verifies that the cause of a suspension has been appropriately resolved.
7.1 Satchel warrants that it will at all times supply the Services by appropriately qualified and trained personnel.
7.2 Save as expressly specified in this Agreement, all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of any part of the System or the provision of Services are hereby excluded.
7.3 The Customer warrants to Satchel:
7.4 Furthermore, the Customer warrants that it shall:
7.5 The Customer must not, and must procure that its employees, contractors, users, pupils, agents and representatives do not, use the Services:
7.6 The Customer must not misuse the platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. The Customer must not attempt to gain unauthorised access to the platform, the server on which it is stored or any server, computer or database connected to the platform or Services. The Customer must not attack the platform via a denial-of-service attack or a distributed denial-of service attack.
7.7 If the Customer breaches Clause 7.5.2 or 7.6, then it will be committing a criminal offence under the Computer Misuse Act 1990. Satchel will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the identity of that user to them. In the event of such a breach, Satchel reserves the right to immediately cease your right to use the platform and Services.
7.8 The Customer confirms that when using the platform and Services that it will comply with all applicable laws and this Agreement. In particular, but without limitation, the Customer agrees not to:
7.9 Except as expressly set out in this Agreement or as permitted by any local law, the Customer undertakes:
7.10 Notwithstanding Clause 7.8 and 7.9, the Customer agrees to indemnify Satchel 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 the platform and Services otherwise than in accordance with this Agreement or any applicable laws.
7.11 The Customer warrants to Satchel that all the information provided to it is true and accurate to the best of their knowledge.
7.12 The Customer undertakes that their login may only be used by them and a login shared by multiple people is not permitted. If the Customer chooses, or is provided with, a user identification code, password or any other piece of information as part of the Satchel security procedures, the Customer must treat such information as confidential, and must not disclose it to any third party. Satchel has the right to disable any user identification code or password, whether chosen by that entity or allocated by Satchel, at any time, if in its opinion the Customer has failed to comply with any of the provisions of this Agreement.
7.13 If the Customer fails to comply with Clauses 7.4 and 7.5 Satchel may remove or block access to any relevant material or suspend access to the Services, and may refuse to restore the Services until it receives an acceptable assurance from the Customer that there will be no such further breach.
7.14 For the avoidance of doubt Satchel has no obligation to the Customer to monitor, and will have no liability for, the contents of any communications transmitted by virtue of the Services.
7.15 The Customer acknowledges that Satchel does not control the transfer of data over the internet and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Satchel shall not be responsible for any delays, delivery failures or other damage resulting from such problems.
8.1 Neither Party shall exclude or restrict its liability in connection with this Agreement resulting from death or personal injury caused by negligence.
8.2 To the extent permitted by law, Satchel excludes all conditions, warranties, representations or other terms which may apply to the platform, Services or any content on it, whether express or implied.
8.3 Subject to Clause 8.1, Satchel 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:
8.4 Satchel 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 the Customers use of the platform, products or Services or to their downloading of any content on it, or on any website linked to it.
8.5 Satchel assumes no responsibility for the content of websites linked on the platform, products or Services. Such links should not be interpreted as endorsement by Satchel of those linked websites. Satchel will not be liable for any loss or damage that may arise from the Customer’s use of them.
8.6 Subject to Clause 8.1, the maximum aggregate liability of Satchel 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 or the amount that the Customer paid to Satchel in the previous 12 calendar months, whichever is greater.
The Customer shall be solely responsible for and liable in respect of any obligation upon it to obtain any Government or other consent or licence for using the Services.
Satchel shall provide access to the platform and the Services on terms mutually agreed with a school, education provider or entity.
11.1 The Customer shall pay the Charges (together with Value Added Tax thereon at the prevailing rate) to Satchel within the agreed timeframe of the receipt of a valid invoice.
11.2 Without prejudice to any right of termination, in the event that any payment due under this Agreement is not made on the due date (in the absence of genuine error) Satchel shall (at its discretion) be entitled to charge interest (both before and after any judgement) on a day to day basis upon the overdue amount at 3% (three per cent) above the base rate from time to time of Barclays Bank Plc compounded quarterly. Satchel reserves the right to claim interest under section 8(2) of the Late Payment of Commercial Debts (Interest) Act 1998.
11.3 Where any payment is overdue (in the absence of genuine error) Satchel reserves the right to terminate the Services.
11.4 Satchel reserves the right to increase the cost of the Satchel Annual Subscription and will make every effort to advise customers, in writing, at least 50 days prior to the next full charging period to which any increase relates. However, where the Contract commences within this 50 day notice period, Satchel reserves the right to increase the Satchel Annual Subscription charge and the Contract will be agreed by both Parties as such written notification.
11.5 The Parties acknowledge that the Charges have been calculated taking into account the recoverability or otherwise of the related input VAT. The Parties agree that if a ruling or appellate body decision or change in HMRC practice results in a VAT liability for all or part of the Services provided herein that differs from these assumptions, to the extent that Satchel’s VAT recovery on costs attributable to the provision of the Services is reduced or improved as a result of the ruling, decision or change in HMRC practise, the charges (exclusive of any VAT) will be increased or reduced (as applicable) with effect from the date that the ruling, decision or change in HMRC practise has effect.
11.6 Where a change in VAT liability is to be applied retrospectively Satchel shall if appropriate submit a claim to HMRC for a refund of VAT charged in respect of the relevant Services already supplied, less additional VAT due to HMRC as a result of the decrease in Satchel’s input VAT recovery. The amount of VAT refunded to the Customer shall be limited to the amount Satchel receives from HMRC (after taking account of any sums potentially payable to HMRC on account of claims to recover VAT input tax) and the Customer shall indemnify and hold harmless Satchel for the costs and expenses incurred in relation thereto less any reasonable costs and expenses incurred in or as a consequence of making such claim.
11.7 Notwithstanding any other right under the Agreement to alter the Charges, Satchel reserves the right to increase the Charges in the event that the Customer’s use of the Services (including but not limited to any significant change which the Customer advises to Satchel it expects to make in the average monthly volume of transmissions of data by use of the Services under Clause 7.4.3) results in a material increase in the level of storage and/or other hosting costs from those reasonably anticipated. Satchel shall give the Customer fair and reasonable notice of seeking to invoke such a ‘fair usage policy’ in order to provide an opportunity to the Customer to return usage to reasonable levels before any increase in Charges shall take effect.
12.1 Unless expressly agreed by Satchel in writing, no Intellectual Property Rights of whatever nature in respect of any part of the Services or the Services Materials shall vest or be deemed to vest in the Customer.
12.2 Satchel, at its own expense, will defend and indemnify the Customer against any reasonable costs and expenses arising out of any claim that any part of the Services or Services Materials infringe Intellectual Property Rights of a third party provided that the Customer has used the Services as specified by Satchel, notifies any allegation of such infringement to Satchel without delay, makes no admission of liability and gives all necessary assistance to Satchel in connection therewith.
12.3 The Customer at its own expense will defend and indemnify Satchel against any reasonable costs and expenses arising out of any claim that any Customer actions under this Agreement of the Services or Services Materials infringe Intellectual Property Rights where such infringement has occurred as a result of any breach by the Customer.
12.4 Where a third party Intellectual Property Rights claim is pending or has arisen Satchel may either secure the Customer's right to use the Services or modify it to remove the infringement or (where the infringement cannot be remedied) terminate this Agreement forthwith, recover the system and Satchel will reimburse to the Customer a reasonable pro-rata proportion of monies paid by the Customer.
12.5 Satchel shall not gain any rights in the data of the Customer or its users under this Agreement.
13.1 Each Party warrants to the other that it shall, in connection with this Agreement, comply with the provisions of applicable data protection law such as the General Data Protection Regulation 2016/679 (“GDPR”) and the Data Protection Act 2018 (“DPA”) with any modification, consolidation or re-enactment thereof and shall indemnify the other Party against any reasonable losses, liabilities and costs which it suffers or incurs as a result of a breach of this Clause.
13.2 The Customer and Satchel shall take all reasonable steps to mitigate the risks of data loss inherent in its use of the Services. The Customer agrees that Satchel shall not be liable for loss of Customer data to the extent that the Customer data has changed within 24 hours of a backup restoration.
13.3 Where, in connection with this Agreement, Satchel acts as the Customer’s data processor (as defined in the DPA) and processes personal data (as defined in the DPA) for and on behalf of the Customer, Satchel shall:
13.4 In the event that the any data is extracted from the Software the responsibility and liability for such removed data shall fall to the Customer.
13.5 The Parties’ obligations in respect of Data Processing may also be reflected in a separate agreement. Such agreement shall not create any legal obligations on the Parties in excess of those set out in this Agreement and in the event of any conflict between the two agreements then this Agreement shall take precedence.
14.1 Whenever the Customer makes use of a feature that allows it to upload content to Satchel, or to make contact with other users of Satchel, the Customer confirms their compliance with the content standards set out in the Acceptable Use Policy.
14.2 The Customer warrants that any such contribution does comply with those standards and that they will be liable to Satchel which will include an indemnity for any breach of that warranty.
14.3 The Customer grants to Satchel a perpetual, worldwide, non-exclusive, 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 or information uploaded to the platform and site.
14.4 Satchel has the right to disclose the identity of a Customer to any third party that is claiming that any content posted or uploaded by the Customer to Satchel constitutes a violation of their intellectual property rights, or of their right to privacy.
14.5 Satchel has the right to remove any posting by the Customer in the event that Satchel concludes the post does not comply with the content standards set out in the Acceptable Use Policy.
14.6 The Customer acknowledges and agrees that Satchel 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 Satchel does not represent the views or values of the company. Satchel cannot and does not review the content created or uploaded by its users, and neither does Satchel nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders have any obligation, and does not undertake or assume any duty, to monitor Satchel 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.
14.7 The Customer is solely responsible for all of their content uploaded, posted or distributed to, on or through Satchel, and to the extent permissible by law, Satchel excludes all liability with respect to content and the activities of users.
15.1 Satchel and the Customer shall keep confidential (and ensure that their employees and agents keep confidential) all information received by them relating to any part of the business and affairs of the other Party and, in the case of the Customer, any aspect of the Services designated as confidential by Satchel provided that these obligations shall not apply to information which:
15.2 Each Party shall notify the other in writing if it becomes aware of any breach of confidentiality and give all reasonable assistance to the other Party in pursuing its rights where a breach of confidence occurs.
If either Party is unable to carry out any of its obligations under this Agreement due to a Force Majeure this Agreement shall remain in effect and both Parties’ obligations in respect of the matter concerned shall be suspended without liability until the Force Majeure ceases to exist. Either Party may terminate the supply of the part of the Services or the Services concerned if the Force Majeure cannot be remedied in all material respects within three (3) months of its commencement.
17.1 Either Party may terminate this Agreement by giving at least 90 days prior written notice to the other Party, such notice to be effective from the end of either the [Initial Term or subsequent Anniversary] of this Agreement in which notice of termination is given.
17.2 Either Party may terminate this Agreement in the event that the other Party enters into a voluntary arrangement with its creditors or (being an individual) is the subject of a bankruptcy order or (being a partnership, company or other body) enters into any formal proceedings (or anything analogous) for its administration, receivership, winding-up or liquidation (except for the purpose of amalgamation or a solvent reconstruction) or otherwise ceases to trade.
17.3 Satchel may terminate this Agreement in whole or in part by giving notice in writing to the Customer if the United Kingdom Government announces the repeal of or any changes to any legislation or the withdrawal of proposed legislation in connection with which any part of the Services provided hereunder were designed or intended to assist the Customer in fulfilling its own statutory obligations or those of its clients, such termination to be effective on the date on which such repeal, change or withdrawal takes effect.
17.4 Where the termination of this Agreement by Satchel results from a breach of this Agreement by the Customer, Satchel shall be entitled to retain all the Charges paid to Satchel by the Customer up to and including the date of termination.
17.5 Any termination of this Agreement shall be without prejudice to the remedies of either Party in respect of a subsisting breach.
Satchel are required to provide certain information to the Customer in writing. By accepting this Agreement, the Customer agrees that Satchel can communicate with the Customer electronically either by email or by posting notices on Satchel.
This Agreement shall be governed by and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the Courts of England.
20.1 Either Party may at any time request a change in the provision of the Services which Satchel is contracted to supply.
20.2 Any such request shall be made in writing and shall provide reasonable particulars of the requested change sufficient to enable Satchel to comply with its obligation to provide a response.
20.3 The Parties shall procure that a copy of each variation shall be annexed to the Agreement. For the avoidance of doubt, no other variation or amendment to this Agreement shall be binding on either Party unless such variation or amendment is also made in writing by the authorised representative of either Party.
21.1 This Agreement sets out the entire agreement and understanding between the Parties in connection with its subject matter and shall override all previous verbal or written agreements and understandings, save in respect of fraudulent misrepresentation.
21.2 Satchel may revise this Agreement (or any of the documents referred to in this Agreement) at any time in accordance with the communications provisions set out in Clause 18. Please check this page to take notice of any changes that are made as they are binding. Continued use by a Customer of the platform and Services shall constitute their consent to such changes.
21.3 Use of the platform and Services is at a Customer’s own risk. The platform, products and Services are provided on an “as is” basis. Satchel do not warrant or guarantee that the platform, products and Services with all or part of its contents will be always available or that its use will not be interrupted.
21.4 The Customer acknowledge that the platform, products and Services may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.
21.5 The Parties respectively shall ensure that there are done and executed all acts, documents and other things as may reasonably be required for securing each of the rights and obligations of the Parties under this Agreement.
21.6 Save as provided in this Agreement, neither Party shall be entitled to sub-licence, assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Satchel (not to be unreasonably withheld). For the avoidance of doubt notwithstanding the rights and obligations under this Clause 22.7 Satchel shall be entitled to assign this Agreement to another company within Satchel Group.
21.7 This Agreement shall be binding on and shall continue for the benefit of the successors and permitted assigns (as the case may be) of each of the Parties hereto.
21.8 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding expiry or earlier termination.
21.9 No whole or partial failure to exercise and no delay in exercising any right hereunder shall operate as a final waiver thereof unless expressed as such in writing.
21.10 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
21.11 The Parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.