Licence Agreement

Introduction

1.1 This Software as a Service Agreement (“Agreement”) governs the use of the Learning Management System (“LMS”) and website hosted by Educe Trading Ltd (“The PE Hub” or “us” or “we” or “our”) with company number 08918344 and registered address of Grosvenor House, 11 St. Paul’s Square, Birmingham, England, B3 1RB. This Agreement will outline the terms and licensing requirements of anyone using the LMS or website including but not limited to schools, academies and coaching companies (“Organisation”).

1.2 This document, along with, the website terms and conditions, privacy policy and cookie policy is the full Agreement between The PE Hub and Organisation.

Jurisdiction

2.1 This Agreement, and the relationship between The PE Hub and an Organisation (whether contractual or otherwise), shall be governed by, and construed in accordance with the law of England and Wales.

2.2 Any disputes concerning this Agreement or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.

Legacy System Registration

3.1 Should an existing user from our legacy system (https://classic.thepehub.co.uk/) move over to the LMS, this will be handled internally by The PE Hub. For more information on this process please contact info@thepehub.co.uk

Organisation Registration

4.1 All new users will need to create an account in order to use the LMS.

4.2 To create an account, an Organisation must register by providing the following information:

  1. First name;
  2. Last name;
  3. Contact email address;
  4. Billing email address;
  5. School/company Name;
  6. School/company Website Address
  7. (Optional) Purchase Order (“PO”) number.

4.3 The Organisation must also acknowledge that they have read and understood our terms and conditions, and this Agreement.

Organisation Set Up

5.1 Once an Organisation has registered they will have access to their own account on the LMS. This account will be an ‘Owner Account’ meaning that it has the highest level of access and functionality, including the ability to create other users, set access rights for other users, remove users and nominate ‘Admin Accounts’.

5.2 For the purpose of this Agreement, the Organisation and all individual users will be referred to as “Users”.

User Access

6.1 User access will be determined by how the Organisation sets up the User’s account. A User, subject to their level of access and functionality, may be able to:

  1. Assign roles;
  2. Create additional Users;
  3. Upload information;
  4. Create tags (a way to filter and organise pupil and teacher profiles);
  5. Create pupil profiles;
  6. Create class profiles;
  7. Access assessment statements; and
  8. Report and record. 

Data Protection

7.1 Controller/Processor

7.1.1 Under the Data Protection Act 2018 (“DPA’18”) the Organisation is the data controller of any personal data collected, processed and stored within the LMS and The PE Hub is the data processor for the Organisation.

7.2 Data Processor Obligations

7.2.1 In accordance with Article 28 of the UK General Data Protection Regulation (“UK GDPR”), as incorporated into UK law under the DPA’18, The PE Hub, acting as the data processor, must:

  1. process the personal data only on documented instruction from the data controller, unless required by law to act without such instructions;
  2. ensure that people processing the data are subject to a duty of confidence;
  3. take appropriate measures to ensure the security of processing;
  4. only engage a sub-processor with the data controller’s prior authorisation and under a written contract;
  5. take appropriate measures to help the data controller respond to requests from individuals to exercise their rights;
  6. assist the data controller in meeting its obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
  7. delete or return all personal data to the data controller (at the data controller’s choice) at the end of the Agreement, and the data processor must also delete existing personal data unless the law requires its storage;
  8. submit to audits and inspections; and
  9. provide the data controller with any information needed to ensure that both the data controller and data processor are meeting their Article 28 obligations.

7.3 Rights and interest in Data

7.3.1 The PE Hub as the data processor claims no rights, title or interest in any of the data (personal or otherwise) that a User stores on the LMS. The Organisation as the data controller shall have sole responsibility for the legality, reliability, integrity and accuracy of the data provided and retained by the Organisation and wider Users.

7.4 Controller Obligations

7.4.1 The Organisation as data controller has primary responsibility for compliance with all relevant data protection laws and regulations. This includes obligations in relation to processing of the personal data of minors and collection and processing of special category data.

7.4.2 For the avoidance of doubt, the Organisation’s obligations under the DPA’18 and other relevant laws and regulations as a data controller include but are not limited to the terms contained within this Agreement as well as implementing appropriate technical and organisational measures to ensure and to be able to demonstrate that processing is being performed in accordance with the DPA’18 and other relevant laws and regulations.

Security and Access

8.1 Once a User account has been created the User will have access to the LMS.

8.2 It is the Organisation’s obligation to inform all their Users of the responsibility to follow all security and access requirements and to ensure that all Users comply with these responsibilities.

8.3 A User will take all reasonable measures to ensure that there is no unauthorised access to the LMS. Should unauthorised access be discovered, they will notify The PE Hub immediately.

8.4 Should The PE Hub become aware that a User’s login, username and/or password is being provided to a third-party User, the account may be disabled and, in some cases, this may result in early termination of this Agreement.

8.5 Each User will keep a secure password for their use of the LMS. Each User will ensure passwords comply with industry standard best practice in relation to password protection measures, including encryption and confidentiality at all times.

8.6 During the course of using the LMS a User must not:

  1. access, store, distribute or transmit any viruses or in any way seek to damage or disable or frustrate the use of the LMS;
  2. make available any material that is fraudulent, false, misleading or inaccurate, is unlawful, harmful, threatening, abusive, infringing, defamatory, obscene, harassing or racially or ethnically offensive;
  3. use the LMS to facilitate illegal activity or in a manner that is otherwise illegal or causes damage or injury to any person or property
  4. infringe any intellectual property rights; or
  5. engage in any act or omission which would enable or prove to be a causal link which enables a User to breach The PE Hub Terms and Conditions.

Subscription Rights

9.1 The PE Hub reserves the right, without liability or prejudice to its other rights under this Agreement, to immediately disable the User’s access to the LMS under the provisions of this clause.

9.2 The PE Hub grants a non-exclusive, non-transferable right to the Organisation to access and use the LMS, subject to this Agreement and The PE Hub terms and conditions.

9.3 The LMS is provided to the Organisation on a subscription basis. When a subscription is coming to an end The PE Hub will contact the Organisation directly in relation to the renewal process.

9.4 This Agreement does not allow the Organisation to sell, sub-license, amend, modify, reverse engineer or otherwise interfere with the intellectual property rights in the LMS.

Subscription Options

10.1 Subscriptions are available on a 1-year or 3-year basis. For more information, please follow this link.

Payment Options

11.1 An Organisation will be provided with an invoice for the subscription period they choose. All invoices must be paid in full within 30 days of receipt.

Termination/Cancellation

12.1 The Organisation can cancel this Agreement and discontinue use of the LMS at any time during their subscription by sending written notice to The PE Hub. However, they acknowledge that any fees already paid will not be refunded.

12.2 Should an Organisation wish to cancel due to a substantive breach of The PE Hub’s obligations under this Agreement, the Organisation must send written notice of the breach to info@thepehub.co.uk The Organisation must allow The PE Hub 30 days to cure any such breach before the Organisation may cancel. Upon cancellation The PE Hub will determine how much, if any, of the subscription fee will be reimbursed.

12.3 The PE Hub has the right to suspend or terminate the Agreement at any time should a User be found to be in breach of any terms of this Agreement. In which case, the Organisation will not receive a refund for any sums paid.

Intellectual Property

13.1 The Organisation acknowledges and agrees that The PE Hub owns or has the legal right to use and distribute all intellectual property rights in relation to the LMS.

13.2 Except as expressly stated in this Agreement, this Agreement does not grant the Organisation rights to, or any interest in, any intellectual property rights or any other rights or in respect of the LMS.

13.3 An Organisation must request The PE Hub’s written consent before posting or otherwise distributing any of The PE Hub’s Intellectual Property both online and offline, including The PE Hub branding and Tradename. If consent is granted, the Organisation will be responsible for insuring any Intellectual Property they use is attributed directly as having come from The PE Hub.

Modification and Changes

14.1 The PE Hub reserves the right to modify or amend the terms of this Agreement as necessary from time to time.

14.2 Should any changes be made to this Agreement, the Organisation will be notified in writing at least 30 days before any such changes come into effect.

Indemnity

15.1 The Organisation shall defend, indemnify and hold harmless The PE Hub against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Organisation’s use of the LMS.

15.2 The PE Hub will provide best endeavours to ensure the safety, security and accessibility of the LMS. However, they cannot be held liable for any damages directly or indirectly resulting from the use of the Software except where expressly required by law such as gross negligence or wrongful death.

15.3 Liability, if any, shall be limited in amount to the fees paid to The PE Hub in the relevant subscription period.

Force Majeure

16.1 The PE Hub shall have no liability to the Organisation under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Organisation or any other party), failure of a utility service or transparent or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm of default of suppliers or subcontractors, providing that the Organisation is notified of such event and its expected duration.

Severability 

17.1 If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.