This e-learning module is brought to you by The Key Support Services Limited (‘The Key’ or ‘we’ or ‘our’ throughout these terms and conditions of use – the ‘Terms’) and its partners Lloyds Banking Group and SGOSS Governors for Schools. The Key Support Services Limited (trading as ‘The Key’) is a company incorporated under the laws of England and Wales with company number 08268303, whose registered office is at 29 Ludgate Hill, London, EC4M 7JR.
These Terms govern the content of and relate to your use of the module under the domain elearning-governorinduction.thekeysupport.com (the ‘Site’) and the information and support services that we provide for school governors and the schools and multi academy trusts they represent.
You can access the module as a User without paying a subscription fee. The module shall be subject to these Terms. You can access each of our additional Sites and all the Services they offer by contacting us and agreeing to the relevant online subscription form to which these Terms relate (the ‘Subscription Form’) which shall be subject to these Terms.
1. Our Contract
Please read these terms carefully before using the Site. A ‘User’ is a user of the Site, which is only accessible after registering. When visiting or using the Site and/or any content or materials available, you agree to be bound by these terms which form a legally binding agreement between us (the 'Contract’).
For the avoidance of doubt, we deem the Contract to be with each of: (a) the school leader, governor or training facilitator who first accepts our Terms on behalf of his or her school (the ‘Lead User’); (b) the school that the school leader represents; and (c) individuals who are members of the registered or subscribed school’s senior leadership team, governing body and/or anyone involved in the delivery of in-school training (training facilitators), based at the school’s address set out in the Registration Form and who have registered with the site (‘Permitted Users’). Thus, Subscribers might be the Lead User, the school the Lead User represents and/or the Permitted Users.
The Key reserves the right to change the Terms from time to time at its sole discretion and your use of the Site will be subject to the most current version of the Terms posted on the Site at the time of such use. We recommend that you read through the Terms from time to time so that you can be sure that you are aware of the latest version.
2. Our Services
By registering or subscribing to use the Service, the Lead User warrants his or her eligibility as a professional school leader, school governor or training facilitator of a school set out in our online Registration Form or Subscription Form and that he or she has the authority to enter into the Contract on the school’s behalf.
Our current users of the Governor Induction e-learning module (elearning-governorinduction.thekeysupport.com) are school leaders, governors and training facilitators in primary, secondary, special, and independent schools in England, Wales and other international geographies.
Services we provide from the Site include: (a) the provision of access to professional development resources and other content we publish on our Site; and (b) such other services as we elect to provide from the Site from time to time (together the ‘Services’).
We reserve the right at any time and from time to time to modify the Services we provide and to add or remove content.
3. Service Access
(a) Setting Up and Using your User Account
When the Lead User registers to access and use the Services on behalf of the school he or she warrants to us his or her eligibility as a school leader, school governor or training facilitator and his or her authority to enter into a legally binding agreement on his or her own behalf and on behalf of the school he or she represents. We will then issue an account designation. The school, the Lead User and each Permitted User shall then be responsible for maintaining the confidentiality of their registration details, and for all activities that occur under these details. They agree to notify The Key immediately of any unauthorised use of these details and any other breach of security. They agree to ensure that they exit from their account at the end of each session. The Key cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
(b) Terms of Service Access
Access to our Site and the use of our Services shall be limited to the Lead User and Permitted Users.
Access to the Site and use of the Services is subject to a non-exclusive and non-transferable licence permitting Lead Users and Permitted Users to access and use our Site and Services on the terms set out below.
Schools and their Lead Users shall ensure that all their Permitted Users are made aware of and comply with these Terms and, in particular the terms relating to access to our Site and the use of the Services set out in Section 6 below. Schools acknowledge and agree that they are solely responsible for each of their Permitted Users’ use of our Site and the Services and shall be liable to us for any damage or loss we suffer as a result of any Permitted User’s breach of these Terms.
(c) Other Permitted Users
Each proposed Permitted User must complete our registration procedure and we shall then at our sole discretion decide whether or not to issue a new account designation to such proposed Permitted User. Schools shall ensure that each Permitted User keeps a secure password for his or her use of our Site and that each Permitted User keeps his or her password confidential.
4. Your Service Subscription: Duration and Cancellation
(a) Duration of your Registration
Your usage of the Services shall commence on the date that you complete a Registration Form (or, if earlier, when we provide you with your account designation).
In appropriate circumstances and at our sole discretion, The Key may terminate the account of users who are deemed to be repeatedly breaching these Terms. We may also at our sole discretion limit access to the Service and/ of any user who infringes our (or our licensors’) intellectual property.
5. Your Concerns and Feedback
If you have any concerns or feedback about the Services please notify us using the contact details or feedback facilities available on the Site or via the following email address: firstname.lastname@example.org
Feedback from users is important to us and we shall use our reasonable endeavours to acknowledge and reply to your e-mail as soon as we can but give no guarantee that we shall be able to resolve your query.
6. Intellectual Property
(a) The Key’s and Third Parties’ Intellectual Property
For the purposes of these Terms, ‘Intellectual Property’ or ‘IP’ means copyright (including, but not limited to, such rights in computer software and databases), database rights and moral rights, patents, registered and unregistered trade marks and service marks, domain names, registered designs and design rights (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for any of the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world including, but not limited to those subsisting in inventions, designs, drawings and computer programs.
The content and material on the Site is protected by copyright and other Intellectual Property Rights. ‘The Key’ as a word and logo is an unregistered trade mark licensed to The Key Support Services Limited (‘The Key’s Trade Marks’). The Site includes or links to content and materials protected by IP owned by The Key (‘The Key’s Content’). The Site also includes or links to content and materials protected by IP owned by third parties (‘Third Party Content’). The Sites, The Key’s Trade Marks, The Key’s Content and all IP that protects it is owned by and shall remain owned by The Key and third parties (as applicable). Third Party Content and all IP that protects it is owned by and shall remain owned by that third party.
(b) Your Rights to use the Site
You, your school and its Permitted Users may view and download free of charge The Key’s Content in any format or media without specific permission from us subject to the following conditions:
(c) Third Party Content
Some of the information on this Site is drawn from or links to Third Party Content (e.g. experts, serving governors and government departments).
The Site may review published third party material without specific discussion with its publishers, summarise the key points or provide a link to it. We are very careful to respect third party copyright and endeavour only to refer to or fairly summarise third party ideas.
The permission to use The Key’s Content as set out above does not extend to your use of any Third Party Content included or referred to on the Site or linked to from the Site. Prior written authorisation to reproduce, communicate to the public, issue copies to the public or otherwise exploit any such Third Party Content must be obtained by you from the relevant third party IP holder.
Please note that any materials on third party websites or microsites linked to the Site will be subject to third party IP Rights. No licence is granted by us to use, reproduce, adapt, edit, communicate to the public, issue copies to the public or otherwise exploit such material and any such use may be subject to additional third party terms and conditions.
(d) Third Party Content Policy
If The Key publishes references or links to your material on the Site without your specific permission and you object to this use, please contact us in accordance with our ‘Your Concerns and Feedback’ section above. Please provide us with the following information and we will handle your concern accordingly (a) who you are and, if applicable, who you represent; (b) how we may contact you; (c) the exact and full URL where you found references or links to your material which is the subject of your concern; (d) proof that you are the rights holder; and (e) an explanation as to why the references or links to your material should not be published on our Site.
If you are commissioned by The Key to create and provide for the Site any content or material, any such commissioned content or material shall be subject to separate terms and conditions which deal specifically with commissioned contributions.
Save as set out above, if you submit any content or material or agree to provide any content or material to the Site by agreeing to these Terms you grant to The Key, free of charge, a non-exclusive, worldwide licence to publicly perform, copy, reproduce, display, communicate to the public, modify, manage, distribute and store such content and material.
If you submit any content or material or agree to provide any content or material to the Site you hereby warrant to us that the content and material: (a) is original to yourself (or otherwise that you have all necessary rights and permissions to submit the material for use on the Site); (b) is not (and does not contain anything) unlawful, defamatory, infringing, obscene, sexually explicit, harmful, fraudulent, confidential, libellous, hateful, discriminatory, threatening or otherwise illegal or anything which might constitute a criminal or civil offence or promote violence; and (c) does not contain anything which is in violation or an infringement of any existing copyright or licence or of any other right of any other person or party whatsoever.
7. Our Liability
The purpose of the Site and of the Service provided is to present information and resources to contribute to your governor induction training. The Key will exercise reasonable skill and care in providing the Services. While The Key endeavours to ensure that the information on the Sites is relevant, accurate, complete and up to date, The Key does not give any warranty or guarantee as to the accuracy, completeness, currency or reliability of any of the material on the Sites (including, but not limited to, The Key’s Content and/or Third Party Content) or that any such material will meet your requirements.
Any advice or opinions or statements made or given in any Third Party Content are those of such third party and not The Key and The Key accepts no responsibility for its contents.
All other conditions, statements and warranties (including, but not limited to, any implied warranty of the fitness for a particular purpose of the Site, The Key’s material or third party material or that your use of such will not infringe the rights of any third party) are hereby excluded to the fullest extent permissible by law. Without limiting the foregoing, The Key gives no warranty that the Site and/or any materials and information provided through it will meet your requirements.
Except as expressly provided in these Terms, you agree that The Key shall not be liable for: (a) any direct loss, claim or damage; (b) any indirect loss, claim or damage, or any incidental or consequential damages of any kind; or (c) any loss of profit or loss of savings or loss or corruption of data (in each case whether direct or indirect), in each case whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise, which arises out of or is in any way connected with (i) any use of the Site, The Key’s Content or Third Party Content; (ii) any failure or delay in the use of any component of the Site or any service including, without limitation, any unavailability of the Site or the services irrespective of the duration of any period of unavailability; or (iii) any use of or reliance upon any information, material, software, products, services and related graphics obtained through the Site (including without limitation The Key’s Content and Third Party Content), in all cases even if The Key has been forewarned of the possibility of such loss or damage.
8. Links to Third Party Websites
The Site contains links to websites and microsites operated by third parties that are not under our control. The Key makes no warranties or representations whatsoever about any other websites, microsites or any other material which you may access via a link from the Site. Without limiting the foregoing, these sites and third party materials are in no way approved, vetted, checked or endorsed by us and you agree that The Key shall not be responsible or in any way liable for the content, accuracy, compliance with relevant laws or accessibility of any third party materials, information, data, advice or statements or for the quality of any other products or services available on such sites. Any use of third party materials and/or third party websites or microsites is at your own risk. In addition, use of any third party materials or third party websites or microsites may be subject to your acceptance of additional terms and conditions.
(a) Dealing with our Rights and Obligations: We may at any time assign, transfer, charge or deal in any other matter with our obligations and the benefit of or any of our rights under the Contract. We may sub-contract any of our obligations hereunder to any third party.
(b) Events Beyond our Control: We shall not be liable to you for any breach of the Contract or any failure to provide or delay in providing our services through our Site resulting from any event or circumstance beyond our reasonable control including, but nor limited to, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Internet access, fire, explosion or accident.
(c) Variations: The Contract constitutes the entire understanding and constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties as to such subject matter. The Contract may not be altered, amended or modified except in writing signed by duly authorised representatives of each of us. We reserve the right at any time without notice to revise the content on our Site (including, but not limited to, the Services offered by us).
(d) Third Party Rights: The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
(e) Waiver of Remedies: No failure or delay by The Key to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(f) Governing Law and Jurisdiction: The Contract between us is governed by and shall be construed in accordance with English law. You and The Key irrevocably submit to the exclusive jurisdiction of the English courts.
© The Key, March 2017