TERMS AND CONDITIONS UNDER WHICH EARWIG SOFTWARE IS LICENCED TO SCHOOLS
Earwig Academic Reporting Ltd provides a suite of three software packages for educational institutions. These are :
- a) Earwig Classic – An app and associated software to capture and manage documents, images, audio and video files using smartphones, tablets and other computing devices and to present this data in a useful and appealing way to a closed user group of Pupils, Parents, School Staff and education authorities over the internet.
- b) Earwig Assessment – Software to allow staff users to attach media evidence to an assessment framework, make assessments of pupils, track progress and produce reports.
- c) Earwig Portfolio – Software to allow student to create, manage and present their own academic evidence, under supervision from teaching staff.
The Terms and Conditions for the use of the Earwig Website by authorised individuals can be found here. Where those terms differ from the terms in this document, these terms will apply.
The Terms and Conditions laid out below are those which define the contract between Earwig Academic Reporting Ltd and its client Schools.
- a) The Company – Earwig Academic Reporting Ltd. Registered No. 08304947.
- b) Earwig – refers to the Earwig Image, video and report viewing platform with its Image and video purchasing facility.
- c) Earwig Website – the website located at www.earwig.uk.com
- d) School – the term ‘school’ in this context means any type of educational establishment which subscribes to the Earwig service.
- e) School Year – For the purpose of this Agreement, a School Year starts on the 1st September each year and finishes on the 31st August the following year.
- f) School Administrator – refers to those people who have been given system administration access to administer the Earwig platform on behalf of a specific school by Earwig.
- g) Pupil – the term ‘pupil’ in this context, includes anyone, of any age who is receiving education of any sort from an educational establishment which subscribes to the Earwig system.
- h) Parent – the term ‘parent’, in this context, refers to parents, guardians or others recognised by the relevant schools as being responsible for one or more of their pupils and who have been invited by that school to participate in the Earwig facility.
- i) School Staff – (or Staff) refers to those people who have been given staff level Earwig logins by a School Administrator.
- j) Earwig Closed User Group – the entirety of Pupils, Parents, Staff, Administrators and other approved invitees who have been given current login rights to the Earwig system by a School and who are thus entitled to view Earwig Records.
- k) Image – An Earwig Image is one which has either been taken using an Earwig application or which has been uploaded into the Earwig system at any time. The word Image includes photos, documents and video and, where appropriate, products featuring these.
- l) Record – an Earwig Record is a report created by a School Staff member, associated with one or more Pupils and which is supported by Images or video which have been uploaded into the Earwig data- base.
- m) Timeline – a Timeline in this context is a time-based scrolling online presentation of a series of Earwig Records.
- n) Earwig Blog – is an online presentation of Earwig Records which have been modified by School Staff for consumption by people outside the Earwig Closed User Group.
- o) Earwig Account Holder – any person who holds a valid login to an Earwig account.
- p) Active – an Earwig Pupil remains Active while they are attending an Earwig School with the realistic prospect of adding at least one Record each month to their account.
- q) The Service – the facility to take photos and video using a smartphone or tablet application, to create Records from these and to present these to Earwig Account Holders in the form of a Pupil, class or subject specific Timeline. Also to offer for sale and fulfil orders for Images, photos, video clips and compendiums of these.
- r) Earwig Application Form – A form providing Earwig with the necessary information to allow it to set up the Earwig service for a school and manage the relationship between Earwig and the school. The form, together with these Terms and Conditions, form the contract between Earwig and the School.
- s) Anniversary Date – the Earwig contract with each school starts when the Application Form is signed. In subsequent years, this date is the Anniversary Date.
1) SOFTWARE LICENCE
– Earwig gives Client Schools a non-assignable and non-exclusive license to use the Earwig software provided by the Company as part of the Service. This license is for the sole purpose of enabling the School to use and enjoy the benefit of the Service, in the manner permitted by these Terms.
2) DATA SETUP AND SYNCHONISATION
– In order to provide the service, Earwig requires that the School provide and update a complete list of their Pupils, Parents, Staff, Curriculum and those selected as Administrators along with the other necessary details. This will be provided through an Xporter software package on the school’s network module which will interrogate the schools SIMS (or equivalent) database daily to ensure that the data on which Earwig relies is up to date.
– The Service will commence on the Launch Date, this being the date on which the Earwig system first sends out emails to Staff advising them that the system is in operation at the school.
4) LOGIN ACCESS
– No-one may access the facilities provided by Earwig website without a login provided by the relevant School or by Earwig. There are five different levels of access to information and facilities provided by the Earwig platform. These are School Administrator, School Staff, Blog Editor, Student and Parent/Pupil.
5) RESTRICTED ACCESS FOR PUPILS/PARENTS – Parents and Pupils are only able to see the Earwig Records and Timelines which relate to them or their children.
6) CHARGES TO PUPILS/PARENTS – There are no charges to Pupils, Parents or School Staff for access to Earwig records, images, videos or timelines for the previous year via the Earwig Website while any Pupil remains Active. Parents who wish to see Earwig records over a longer period may upgrade their account to Parent Plus on payment of an annual premium, currently £12.00.
7) IMAGE RIGHTS
– The Images featured on the Earwig Website are the property of the School in question, which may use them for any educational purpose. The School hereby provides the Company with the exclusive and unlimited right to display and sell any Images which have, at any time, featured on the Earwig Website, in digital or physical form of any sort, on condition of payment to the school of the commissions specified in this contract.
8) LIMITATION ON IMAGE RIGHTS
– The School may download Images from the Earwig website without restriction. However, it is the responsibility of the school to hold and manage any Images that they wish to use or keep. Earwig will charge for the provision of any Images which are no longer featured on the website, for any reason. Images which have at any time been shown on the Earwig Website may not be disseminated beyond the school or sold in any form by the school, or any third party, without payment to the Company of the full digital download charge specified on the Earwig Website for each Image sale made.
– Earwig retain the exclusive copyright for all the content other than Images created using the Earwig Service and have the sole right to reproduce this in any form. No-one may reproduce, display or distribute any element of the Earwig content in any Earwig format, without the written consent of Earwig and the payment of an agreed royalty.
10) DATA SECURITY
– Earwig will do its utmost to ensure that the Images, data and Records acquired through the Earwig application are stored and transmitted securely and that these will be available to Earwig customers for many years to come. However, Earwig reserve the right to close their website or to close specific accounts, subject to providing 90 days’ notice to affected schools and 30 days’ notice to affected account holders by email.
– Earwig will try to ensure the accuracy and quality of the Service. However, the Service is provided on an “as is” basis and the Company does not (i) accept responsibility for any use of or reliance on the Service or for any disruptions to or delay in the Service; and (ii) make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for purpose of the Service.
12) RIGHT TO MODIFY– Earwig reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with 60 days’ notice. The Company shall not be liable to client Schools, Account Holders or to any third party for any modification, suspension, or discontinuance of the Service. Continued use of the Service after any such changes will indicate customers’ acceptance of such changes.
– The fees charged to the School by Earwig for the Licence under which the Service is provide is specified in Schedule 1 of this Agreement. These include a Setup Fee, an Annual Licence Fee and additional annual fees for upgrades which may be provided from time to time. Earwig reserves the right to change the amount of any fee or charge and to institute new fees or charges at any time for any part of the Service. Client Schools must receive written notice of these changes at least 60 days before any invoice containing these new fees is submitted.
– The invoice from Earwig to the School for the Setup Fee and the first of the Annual Licence Fees will be submitted to the School within 30 days of the School signing an Earwig Application Form. Thereafter, Earwig will invoice the School for the Licence Fee on each Anniversary Date. This is will be paid within the following 30 days. Any fees which are not paid 60 days after the invoice date will attract an interest rate of 2% per month simple on the outstanding fee amount until the full debt is paid off. If any fees or interest are unpaid 120 days after the due date, Earwig will be entitled to restrict access to the site by school staff and administrators.
15) SALE OF EARWIG IMAGES
– Earwig is hereby entitled to sell any Images uploaded into the Earwig database or to offer these free to parents in return for a premium payment. Images may be applied to other products which are offered for sale. The terms on which these Images and products are sold are specified in the Terms and Conditions displayed on the Earwig website. No Images will be made available outside the Earwig closed user group without the permission of the school unless these have already been made public by the school.
16) IMAGE SALE PRICING
– The company will determine the lowest price at which these may be sold (the Base Price). However, individual schools may price any product containing any Image generated by accounts associated with that school at whatever figure they wish, provided that it is not lower than the Base Price. Earwig may change the Base Prices for Image or products without notice but must advise schools in writing of any changes.
17) IMAGE SALES COMMISSION
– Earwig will pay a commission to each School based on sales of Images to Account Holders linked to that School’s account. The percentage quantum of commission paid is set out in Schedule1 of this agreement. The commission is calculated by applying the specified percentage to the price paid for the item net of VAT and postage, packing and handling. Earwig may change this percentage at any time, subject to 60 days’ written notice to the Schools concerned.
18) COMMISSION PAYMENTS
– Schools will be provided with online real-time reports to enable them to monitor Image and product sales. At the end of each school year Earwig will remind schools to send them an invoice for the commission, based on these reports, and will pay the invoice within 30 days of receipt of this.
19) RIGHT OF OFFSET
– If the Software Licence fees for any school year are unpaid 60 days after the invoice date, Earwig is entitled to withhold Image sales commissions due to the school and to offset these against the Licences Fees due, plus any interest which accrues to the sum outstanding as a result of Section 18.
20) TERMINATION NOTICE
– In the event that a School does not intend to renew its Earwig Licence it must provide Earwig with written notice of its intention at least 60 days before the anniversary date of the start of the Earwig service. If this Notice is not received by Earwig, the full invoice sum for will be payable by the School for the year in which the notice is received.
21) TERMINATION ARRANGEMENTS
– Once Earwig receives a Termination Notice it will disable all logins associated with that school on the last day for which the school has paid the licence fee – the Termination Date.
22) ACQUISITION OF IMAGES IN THE EVENT OF CLOSURE
– In the event that Earwig ceases to provide the Service to a School, as a result of a Termination Notice from a School or a notice under Section 16, the School will be entitled to download any Images that they wish, at no charge, up to the Termination Date. Thereafter, they may purchase their entire Earwig Image database for £1.00 per Pupil per school year covered. However, Earwig may continue to sell Images to Individual Account Holders who will be given the opportunity to acquire digital copies of the Images in their accounts, on payment of a charge.
– Earwig trademarks, logos and Timelines are Copyright and may not be reproduced in any form without the written consent of Earwig. Any attempt by any entity to reproduce any combination of the Services or to offer an alternative version of the Service will result in an action for passing off.
24) INFORMATION PRIVACY
25) INFORMATION SECURITY
– Schools are responsible for maintaining the confidentiality of passwords associated with any account used to access the Service. The School is responsible to Earwig for all activities that occur under its account logins. If a School becomes aware of any unauthorized use of Schools passwords or of any other breach of security, the Schools will notify Earwig immediately. The Company is not liable for any loss or damage arising from Schools failure to comply with any of the foregoing obligations.
– The School agrees to defend, indemnify, and hold harmless The Company, and its directors, officers, employees, and agents from and against all claims, losses, costs, and expenses (including legal fees) arising out of activities in connection with the unauthorized use of the Service by any of their Account Holders.
– Earwig retains the right to show advertising from selected and appropriate advertisers in banners around its web pages.
– The Earwig website may contain links to other websites. Those sites will have their own policies regarding privacy. We bear no responsibility for linked or associated websites or services and do not recommend or endorse any products or services offered by them.
29) ASSIGNMENT OF OBLIGATIONS
– Either party may assign or transfer their rights and obligations under this Agreement to any company, subject to 30 days’ notice to the other party.
– If any part of this Agreement is found by a court to be invalid or unenforceable, the enforceable sections of this Agreement will remain binding upon the parties.
– Notices to Schools will be made via e-mail to any designated School Administrator or by regular mail to the School address. Earwig may also provide notices of changes to this Agreement or other matters, by displaying such notice on the Earwig Staff Website Dashboard.
– This Agreement shall be governed by and construed in accordance with the laws of England and any disputes in relation to this Agreement shall be heard by the English courts.
To the Earwig Schools Licence Agreement
S1 FEES AND COMMISSSIONS
S1.1 ANNUAL FEES PAYABLE FOR THE EARWIG SERVICE
Earwig Classic – £500 plus £1.00 per pupil
Earwig Assessment – £1,000 plus £2.00 per pupil
Earwig Portfolio – £1,000 plus £1.00 per pupil (or £10 per individual signup)
In addition, there is a Setup Fee of 50% of the Basic Earwig Annual Fee, charged when a school first applies for the Earwig package plus £100 per training visit.
S1.2 COMMISSION PAYABLE BY EARWIG TO CLIENT SCHOOLS ON REVENUE FROM SALES OF IMAGES AND IMAGE BASED PRODUCTS
Digital products – 25%
Physical products – 25%
These commissions become billable by the school only when the sum accrued under this provision exceeds £200.
These figures are subject to change in accordance with the terms of this Licence.