TERMS AND CONDITIONS UNDER WHICH EARWIG SOFTWARE IS LICENCED TO SCHOOLS

EARWIG ACADEMIC REPORTING LTD PROVIDES SOFTWARE PACKAGES FOR EDUCATIONAL INSTITUTIONS. THESE INCLUDE :

A         THE SERVICE

  1. Earwig Evidence  –  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.
  2. Earwig Assessment  –  Software to allow staff users to attach media evidence to an assessment framework, then document and track pupil progress and produce analysis and reports.
  1. Additional Modules
    1. Parent Access – Allows parents approved by the school to access images and video of their children, curated by school staff.
    2. Parent Observations – Provides the facility for parents to add their own observations, backed by images, documents or video, to the sum of data held by the school on their children.
    3. Homework – Provides added facilities to enable homework to be set via Earwig and to provide homework related communication between teachers and parents.
    4. Therapist – Provides limited user accounts for outside professionals to add their records in the sum of data about each pupil held by the school in Earwig.
    5. Curated Staff – Provides limited user accounts for staff whose work is overseen by senior staff.
    6. Test Scores – The facility to enter test scores and provide reports and analysis based on these.
    7. Behaviour – The facility to monitor pupil behaviour and track interventions.
    8. Safeguarding – A development of the Behaviour Module to record safeguarding incidents and track responses.
    9. Portfolio  –  Software to allow students to create, manage and present their own academic evidence, under supervision from teaching staff.
    10. Blog – The facility to create a blog from media acquired via Earwig Classic.
  1. Other user specific packages which are made up of elements from 1,2 and 3.

 

B         DEFINITIONS

  1.  The Company – Earwig Academic Reporting Ltd (also EARL) registered no. 08304947 and its subsidiary companies.
  2.  Earwig – depending on context, either the Company or the Service provided by the Company.
  3.  Earwig Website – the websites located at earwigacademic.com and earwig.uk.com or any other website provided by the Company for authorised Users.
  4.  School – the term ‘school’ in this context means any type of educational establishment which subscribes to the Earwig service.
  5.  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.
  6.  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.
  7.  Pupil – anyone, of any age who is receiving education of any sort from an educational establishment which subscribes to the Earwig system. A Student is a Pupil who has been given rights to create Records.
  8.  Parent – the term ‘parent’ 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 or approved by that school to participate in the Earwig facility.
  9.  Staff – those people who have been given staff level Earwig login rights by a School.
  10.  User or Account Holder – any Pupil, Parent, Staff, Administrator or other approved invitee who has been given current login rights to the Earwig system by the Company or a School.
  11.  Earwig 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.
  12.  Record – an Earwig Record is a report created by a School Staff member to record an occasion associated with one or more Pupils, which is usually supported by Images or video which have been uploaded into the Earwig database.
  13.  Timeline – a time-based scrolling online presentation of a series of Earwig Records.
  14.  Earwig Blog – is an online presentation of Earwig Records which have been modified by School Staff for consumption by people outside the Closed User Group of Staff, Pupils and Parents approved by the school to access Earwig data.
  15.  Active – any Earwig Account Holder remains Active until Archived by Earwig.
  16.  Archived – The login facility for Account Holders who are Archived is disabled and Earwig reduces the data held in its database to that necessary for purposes of historical record.
  17.  The Service – is the software package described above in Section A – THE SERVICE and includes the facility to offer for sale and fulfil orders for Earwig Images and products derived from these. This service is provided in accordance with the service levels defined in the Earwig Service Level Agreement and other service-defining documents as amended from time to time and published on the Earwig website at www.earwigacademic.com.
  18.  Earwig Application Form – a form providing Earwig with the necessary information to allow Earwig to set up The Service for a school. The form, together with these Terms and Conditions, form the contract between Earwig and the School.
  19.  Contract Year – each Contract Year commences on the anniversary of the date on the Earwig Software Licence Application Form. In subsequent years, this date is the Anniversary Date.
  20. Earwig Lite – a cut-down and pupil-limited version of the service defined in Section A designed to enable small schools and groups to set up and manage Earwig accounts themselves with limited support from Earwig customer services.

 

1) SOFTWARE LICENCE

– Earwig gives each Client School 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 and is subject to the payment of an Annual Licence Fee determined by reference to the Earwig Price List displayed on the Earwig website.

– The ownership of an Earwig licence authorises the Client School to use the Earwig facilities, However, when these facilities are used in conjunction with content which is the copyright of another entity, it is the responsibility of the Client School to ensure that they are licenced to use that content.

2) DATA SETUP AND SYNCHRONISATION

– The School undertakes to Earwig to provide a complete list of their Pupils, Parents, Staff, Curriculum and designated Earwig Administrators, along with the other pupil details necessary for the proper functioning of the Earwig process. This may be provided in spreadsheet form or through an automated connection with the school database, which is synchronised daily. It is the responsibility of the school to make sure that this data is current at all times. Where the school has implemented an automated data synchronisation, this is achieved by keeping the school management information system up to date. Where there is no automatic synchronisation in place, the data must be maintained manually by the School Earwig Administrator(s) through the facility provided in the Earwig operational website at www.earwig.uk.com.

3) COMMENCEMENT

– 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 Earwig. Apart from Earwig staff all logins apply to particular school account and are approved for access to that account by an authorised member of the school. The School undertakes to advise Earwig whenever a User ceases to be entitled to access to Earwig, whereupon their Earwig login will be immediately disabled.

5) RESTRICTED ACCESS FOR PARENTS

– Parents are only able to see the Earwig Records and Timelines which have been tagged to their children by School staff.

6) CHARGES TO PUPILS/PARENTS

– There are no charges to Pupils or Parents for access to relevant Earwig records, images, videos or timelines covering the previous year via the Earwig Website while any Pupil remains Active. The images and video which any Parent is authorised to see are held in a virtual gallery, accessed via a password protected login.

7) IMAGE RIGHTS

– The Images featured on the Earwig Website are the property of the School in question. The School undertakes to use these images only for the specific purpose of recording education to enable teachers, management or others in authority to support assessment decisions or to improve pedagogy or teaching outcomes. The School hereby provides the Company with the exclusive and unlimited right to display and sell to Parents any Earwig images, at any time, in digital or physical form. The images sold may only be those which feature in the image gallery provided to the relevant parent by their specific account parameters.

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 in accounts which have been archived.

9) LICENCE TO REPRODUCE

– The copyright licence provided by this contract provides Earwig with the sole right to reproduce Earwig Images for commercial gain. Neither the school nor any third party may reproduce Earwig Images for financial gain without the written consent of Earwig and the payment of an agreed royalty.

10) DATA SECURITY

– Earwig is fully GDPR compliant. All Images and data are held on servers within the UK and are encrypted on transmission. Earwig only hold such data as is required to enable it to provide The Service. The Service is provided under the Earwig Data Security Policy which is available to view here.

– Earwig will delete the data related to specific pupils or other users five years after the last pupil or user associated with that data has been archived in the school Earwig system. The Data Controller and any school may alter this archive period by advising Earwig in writing.

11) DISCLAIMER

– 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 accept responsibility for any use of or reliance on the Service or for any disruptions to or delay in the Service or 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 the School, account holders or any third party for any modification, suspension or discontinuance of the service.  Continued use of the service after any such changes will indicate the School’s acceptance of any such changes.

13) FEES

– The fees charged to the School by Earwig for the Licence under which the Service is provide is specified in Schedule 3 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 notice of these changes at least 30 days before any invoice containing these new fees is submitted. This notice will be in the form of an email circular to the address used for invoice submission.

14) PAYMENT

– 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) EARWIG LITE ACCOUNTS

– Earwig Lite accounts must be prepaid.  Accounts will be set up automatically based on selections made and paid for by the Account Holder. Account Holders will be advised when the Annual Licence Fee for their Earwig Lite account is due and will have 30 days to pay. If payment is not made the account will be automatically suspended until payment is completed.

16) PREMIUM PARENT ACCOUNTS

– Earwig may offer Parents free unlimited access to high resolution Earwig Images in return for a premium payment. Any School may opt to pay an additional fee to Earwig to ensure that all Parents at that school are entitled to this access without payment.

17) IMAGE SALE PRICING

– The company will determine the price at which Earwig Images and products based on these, are sold.

18) 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 (Termination Notice)  at least 60 days before the end of the Contract Year for which it has paid. If this Notice is not received by Earwig, the contract will remain in force for the following year and full invoice sum for that year will be payable.

19) 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. It will be the responsibility of the School to inform relevant Users that the service is to be terminated.

20) 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, 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 Parents, who will be given the opportunity to acquire high resolution digital copies of the Images in their accounts, on payment of a charge.

21) COPYRIGHT

– 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.

22) INFORMATION PRIVACY

– The Earwig DATA SHARING POLICY AND GDPR COMPLIANCE  and CHILD PROTECTION POLICY explain how Earwig treats each School’s and Pupil’s personal information, and protects their privacy. Schools agree to the use of their data in accordance with these policies.

23) 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.

24) INDEMNITY

– 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.

25) ADVERTISING

– Earwig retains the right to show advertising from selected and appropriate advertisers in banners around its web pages.

26) ASSIGNMENT OF OBLIGATIONS

– Earwig may assign or transfer its rights and obligations under this Agreement to any company, subject to 30 days’ notice to the schools affected.

27) ENFORCEABILITY

– 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.

28) NOTICES

– Notices to Schools will be made via email 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.

29) JURISTICTION

– 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.

30) CONFLICT

– Where the provisions of these online Terms & Conditions differ from those in a printed contract, these online Terms & Conditions shall apply.

 

SCHEDULE 1   SERVICE LEVEL AGREEMENT

S1.1     SERVICE PROVISION

AVAILABLITY

The Earwig service will be available to users 99.99% of the time.

This excludes times when users are unable to access the service due to breaks in the internet service between the Earwig servers and the user or access blockages caused by firewall settings at any individual School.

It also excludes planned downtime for hardware or software changes which will be advised by at least 48 hours in advance.

Data is backed up daily and any lost data will be restored within three days.

SERVICE DEVELOPMENT

Minor improvements to the service will be made throughout the life of this contract.  Unless otherwise advised in advance, these will not be charged for although the accumulation of these may impact on future licence fee levels.

S1.2     SUPPORT

Earwig will provide training courses for School staff, as requested by the School and paid for at the rates indicated in Schedule 3.

Included in the Earwig Licence Fee package is ongoing telephone and email support for both Schools and individual users via the 0333 6666 166 helpline and info@earwigacademic.com. Earwig undertakes to respond to issues advised by phone and email within one working day.  There are no additional charges for issue resolution.

Occasionally it can be necessary for Earwig support technicians to view an issue with you, in order to diagnose it fully and offer a solution. In circumstances where support technicians need to view the issue with you they may use remote access tools to view a user’s computer with them, in which case the user should remain at their computer and supervise the entire session.

Schools should avoid sending personal information, such as student/contact records, to us directly via email.  You certainly should only send such information when supported by strong encryption, if there is an explicit requirement to do so.  EARL staff will advise the most secure method for transfer if there is such an explicit requirement.

 

SCHEDULE 2        FEES PAYABLE FOR THE EARWIG SERVICE

S2.1     ANNUAL FEES

EVIDENCE (Basic service)                                        £500 + £1pp

ASESSMENT                                                           +£400

Assessment Frameworks                                           + £100 each  (£50 after 5)

Additional Modules                                                + £100 each

 

S2.2     SETUP FEES (1st year)

DATA SETUP                                                            £190

TRAINING

Basic training – in school                                           £360 per visit + £90 per extra session

Other training – in school                                            £280 per visit

Online training                                                            50% of the in-school fee.

 

S2.3     CUSTOMISATION

Custom Framework                                                       £400 indicative price

 

S2.4      LIMITED ACCOUNTS

LITE                                                                               See Earwig Lite Setup Process

 

S2.5        DISCOUNTS

Simultaneous Setup                                                     10% per school, up to 5

Referral Discount                                                        10% off the following year’s fee

Contract Length Discount                                          10% – 3 years,  15%.- 5 years

Maximum Overall Discount                                       30%

The figures in this schedule are subject to change, in accordance with the terms of this licence.

If a school is using a curriculum or assessment framework provided by a commercial institution which would normally charge a licence fee for the use of their copyright, it remains incumbent upon the school to continue to pay that organisation for the relevant licence to use their framework.