Software as a Service Agreement

Introduction

1.1 This Software as a Service Agreement (“Agreement”) governs the use of the Learning Management System (“LMS”) and website provided 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 for a school, academy, coaching company or other organisation that uses the LMS (“Organisation”).

1.2 This document, along with the website Terms and Conditions, is the full Agreement between The PE Hub and the Organisation. Our Privacy Policy (https://thepehub.co.uk/privacy/) and Cookie Policy (https://thepehub.co.uk/cookies/) explain how we handle personal data and do not form part of this Agreement. The End User Licence Agreement is a separate agreement between The PE Hub and each End User, as described at 1.3.

1.3 Individuals who use the LMS under the Organisation’s licence are referred to in this Agreement as “End Users”. Their use of the LMS is also governed by The PE Hub End User Licence Agreement (https://thepehub.co.uk/eula/). End Users are members of the Organisation’s staff or others working for it. The Organisation should not create End User accounts for pupils.

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 exclusive jurisdiction of the courts of England and Wales.

Organisation Registration

3.1 Each new Organisation will need to create an account in order to use the LMS.

3.2 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; and
7. (Optional) Purchase Order (“PO”) number.

3.3 Before anyone at the Organisation can log in to the LMS, a person with owner or admin permissions must accept this Agreement on the Organisation’s behalf. By doing so, that person confirms that they are authorised to bind the Organisation. This Agreement is with the Organisation, and continues to bind it if that person later leaves the Organisation or stops being an End User. An Organisation that subscribes directly may also be asked to accept this Agreement when it registers.

3.4 This Agreement applies from the point it is first accepted on the Organisation’s behalf, whether at registration or at first login, including during any free trial. It applies to every free trial and subscription the Organisation takes, including a subscription that begins after an earlier free trial or subscription has ended, without needing to be accepted again. Its data protection terms continue to apply for as long as The PE Hub holds the Organisation’s data. The Organisation’s right to use the LMS lasts only for each free trial or subscription period.

Organisation Set Up

4.1 Once an Organisation has registered and this Agreement has been accepted on its behalf, 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 End Users, set permissions for End Users, remove End Users and nominate ‘Admin Accounts’.

End User Access

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

1. use planning and teaching content, such as lesson plans and resources;
2. keep records for pupils and classes;
3. produce reports; and
4. manage accounts and permissions.

Data Protection

6.1 Who is responsible for which data

6.1.1 The Organisation decides what information about its pupils and staff is kept in the LMS. Under the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 (“DPA’18”), the Organisation is the data controller of that information. The PE Hub holds it on the Organisation’s behalf, as its data processor, in order to provide the LMS.

6.1.2 That information is whatever the Organisation and its End Users enter or import about pupils and staff: identity and contact details, profile and enrolment details, classes and groups, assessment and progress records and other records. It may include special category personal data where the Organisation chooses to provide it. The PE Hub holds it during each free trial or subscription and for the period set out at 6.2.3.

6.1.3 The PE Hub is the data controller of the information it needs to run the service: each End User’s login details, records of how the LMS is used, and the Organisation’s contact and billing details. Our Privacy Policy (https://thepehub.co.uk/privacy/) and Cookie Policy (https://thepehub.co.uk/cookies/) explain how we use it. Where a detail such as a teacher’s name appears both in the Organisation’s records and in that teacher’s login, clause 6.1.1 applies to the first and this clause to the second.

6.2 Data Processor Obligations

6.2.1 In accordance with Article 28 of the UK GDPR, 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) once the service has ended, as set out at 6.2.3, and delete existing copies unless the law requires their storage;
8. submit to audits and inspections;
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; and
10. inform the data controller immediately if, in its opinion, an instruction from the data controller infringes data protection law.

6.2.2 The Organisation authorises The PE Hub to engage sub-processors, including but not limited to those listed in our Privacy Policy. It also authorises The PE Hub to transfer personal data outside the UK where this is needed to provide the LMS, on the basis of UK adequacy regulations or the appropriate safeguards described in our Privacy Policy.

6.2.3 When a free trial or subscription ends, the Organisation may at any time ask The PE Hub to delete the personal data it holds as data processor, or to return a copy, and The PE Hub will do so. Unless the Organisation asks otherwise, it instructs The PE Hub to keep that data for 12 months so that it can renew, and then to delete it. Backup copies are deleted in line with The PE Hub’s normal backup cycle. The PE Hub keeps its own record of the Organisation’s account, including its free trial and subscription history, as data controller.

6.3 Rights and interest in Data

6.3.1 The PE Hub as the data processor claims no rights, title or interest in any of the data (personal or otherwise) that the Organisation or its End Users store 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 its End Users.

6.4 Controller Obligations

6.4.1 The Organisation as data controller has primary responsibility for compliance with all relevant data protection laws and regulations. This includes obligations in relation to the processing of personal data of children, and of any special category personal data the Organisation chooses to provide.

6.4.2 For the avoidance of doubt, the Organisation’s obligations under the UK GDPR, 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 UK GDPR, the DPA’18 and other relevant laws and regulations.

Security and Access

7.1 Once an End User account has been created the End User will have access to the LMS, provided this Agreement has been accepted on the Organisation’s behalf.

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

7.3 The Organisation and its End Users 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.

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

7.5 The Organisation shall ensure that each End User keeps a secure password for their use of the LMS, and that passwords comply with industry standard best practice in relation to password protection measures, including confidentiality at all times.

7.6 During the course of using the LMS the Organisation and its End Users 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. do or allow anything that leads to an End User breaching The PE Hub Terms and Conditions or End User Licence Agreement.

Subscription Rights

8.1 The PE Hub reserves the right, without liability or prejudice to its other rights under this Agreement, to immediately suspend or disable the Organisation’s or an End User’s access to the LMS where it reasonably believes that this Agreement or the End User Licence Agreement has been breached.

8.2 The PE Hub grants a non-exclusive, non-transferable right to the Organisation to access and use the LMS, and to allow its End Users to do so, subject to this Agreement and The PE Hub Terms and Conditions.

8.3 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.

8.4 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

9.1 Subscriptions are available on a 1-year or 3-year basis. For more information, please see our pricing page (https://thepehub.co.uk/pricing/).

Payment Options

10.1 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.

10.2 All fees are exclusive of VAT. If an invoice is not paid on time, The PE Hub may suspend access to the LMS until it is paid, and may charge statutory interest and recovery costs. The fee for any renewal will be the price notified to the Organisation before the renewal.

Termination/Cancellation

11.1 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.

11.2 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 refund the fees paid for the unused part of the current subscription period, calculated pro rata, up to the limit in clause 14.3.

11.3 The PE Hub has the right to suspend or terminate the Agreement at any time should the Organisation or any of its End Users 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.

11.4 When a subscription is cancelled or is not renewed, the Organisation must stop using, and must delete or destroy, all PE Hub material held by it or its End Users. This includes both printed and electronic resources.

Intellectual Property and AI

12.1 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.

12.2 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 in or in respect of the LMS.

12.3 An Organisation must request The PE Hub’s written consent before posting or otherwise distributing any of The PE Hub’s intellectual property whether online or offline, including The PE Hub branding and tradename. If consent is granted, the Organisation will be responsible for ensuring any intellectual property they use is attributed directly as having come from The PE Hub.

12.4 Except with The PE Hub’s prior written consent, the Organisation shall not (directly or indirectly) use, input, upload, submit, process, analyse, reproduce, adapt, extract, or otherwise make available any of The PE Hub’s intellectual property to AI or machine learning systems. This includes, but is not limited to, large language models (“LLMs”), generative AI systems, agentic AI systems or third-party AI tools and platforms.

12.5 The Organisation shall take reasonable steps to prevent its End Users from doing so, including making them aware of this restriction.

Modification and Changes

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

13.2 Minor changes will become binding on the Organisation from the time they are made. Should any material 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 and limitation of liability

14.1 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 any breach of this Agreement by the Organisation or its End Users, or from the delivery of lessons by the Organisation or its End Users, except to the extent caused by The PE Hub’s negligence.

14.2 The PE Hub will use reasonable endeavours to ensure the safety, security and accessibility of the LMS. However, The PE Hub is not liable for any indirect or consequential loss resulting from the use of the LMS. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited by law, such as death or personal injury resulting from negligence, or fraud.

14.3 Any other liability of The PE Hub to the Organisation and its End Users, taken together, including any refund under clause 11.2, shall be limited in total to the fees paid to The PE Hub by the Organisation in respect of the 12 months before the claim arose.

14.4 The lesson plans and resources in the LMS are planning guidance only. The Organisation is responsible for how lessons are planned, adapted and delivered, including risk assessment, supervision, the suitability of activities for its pupils, the condition and use of equipment and facilities, and following its own safety policies and relevant guidance. The PE Hub has no control over the delivery of lessons and is not responsible for injury, loss or damage arising from it. This does not affect clause 14.2.

Force Majeure

15.1 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 transport 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 or default of suppliers or subcontractors, providing that the Organisation is notified of such event and its expected duration.

Severability

16.1 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.

General

17.1 If this Agreement conflicts with any other terms, this Agreement takes precedence, followed by the End User Licence Agreement, followed by any other terms, including the website Terms and Conditions.

17.2 A person who is not a party to this Agreement, including an End User, has no right to enforce any of its terms.

17.3 The PE Hub may transfer its rights and obligations under this Agreement to another organisation that takes over the LMS. The Organisation may not transfer this Agreement without The PE Hub’s written consent.

17.4 Where the Organisation receives a request under freedom of information law that covers The PE Hub’s materials or pricing, it will consult The PE Hub before responding.