Gen+ Terms & Conditions
Background
Genplus is a Scottish registered charity providing digital content and educational services to schools, educational organisations and similar Customers. These Terms and Conditions set out the legal agreement between Genplus (“the Supplier”) and each Customer for the provision of services.
1. Definitions
In these Terms and Conditions, the following expressions have the following meanings:
“Agreement” means the agreement between the Supplier and the Customer comprising these Terms and Conditions and any related Order Form or invoice.
“Authorised Users” means those employees, agents, students, or contractors of the Customer who are authorised to access and use the Services under this Agreement.
“Commencement Date” means the date when the Initial Period of the subscription starts, as set out in the Agreement.
“Confidential Information” means any information disclosed by either Party to the other which is designated as confidential or which by its nature is clearly confidential.
“Customer” means the entity identified in the Agreement or invoice that has purchased Services from the Supplier.
“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, and any applicable laws relating to data protection and privacy.
“Digital Content” means the Supplier’s online services, software, educational content, resources, platforms, and any related materials made available to the Customer under this Agreement.
“Initial Period” means the initial subscription period as set out in the Agreement.
“Renewal Period” means any subsequent subscription period following the Initial Period.
“Services” means the provision of access to Digital Content and any other services supplied by the Supplier to the Customer as described in the Agreement.
“Supplier” means Genplus, a Scottish Charity registered under SC050610, with its registered office at Pioneer House, 2 Renshaw Place, Holytown, Motherwell, ML1 4UF.
2. Subscription Services
2.1 The Supplier shall provide the Services to the Customer for the Initial Period commencing on the Commencement Date.
2.2 The Agreement shall automatically renew for successive Renewal Periods unless either Party gives not less than 90 days’ prior written notice to terminate before the end of the Initial Period or any Renewal Period.
2.3 The Supplier will provide a reminder to the Customer not less than 90 days prior to the end of the current subscription period.
2.4 The Customer acknowledges that early termination is not permitted during the Initial Period or any Renewal Period except as provided for under this Agreement.
3. Subscription Fees and Payment Terms
3.1 The Customer shall pay the fees specified in the Agreement or invoice within 30 days of the invoice date.
3.2 All amounts payable are exclusive of VAT unless otherwise stated.
3.3 The Supplier may increase the subscription fees by up to 10% at the end of any Initial or Renewal Period, providing at least 60 days’ notice of such increase.
3.4 Where payment is not made by the due date and is not subject to a genuine dispute, the Supplier may:
Charge interest on the overdue amount at 4% per annum above the Bank of England base rate, accruing daily; and Suspend the Customer’s access to the Services until full payment is made.
3.5 The Customer shall pay all amounts in full without any deduction or set-off except as required by law.
4. Licence Terms for Digital Content
4.1 Subject to the terms of this Agreement and full payment of the fees, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable, time-limited licence to allow its Authorised Users to access and use the Digital Content solely for the Customer’s core internal business purposes.
4.2 The licence granted under this Agreement shall continue for the duration of the Initial Period and any Renewal Period, unless terminated earlier in accordance with this Agreement.
4.3 Access to the Digital Content is strictly limited to Authorised Users. The Customer shall ensure that access credentials are issued only to Authorised Users and are not shared.
4.4 The Customer shall not engage in, nor permit any third party to engage in: scraping, data mining, systematic copying, reverse engineering, decompiling, disassembling, or attempting to derive the source code of any software or Digital Content provided; circumventing security measures or technical protection measures.
4.5 The Customer shall immediately disable access for any Authorised User who ceases to be engaged by the Customer.
4.6 The Customer shall notify the Supplier promptly if it becomes aware of any unauthorised access to or use of the Digital Content.
4.7 The Customer is responsible for ensuring that its systems meet any minimum technical requirements specified by the Supplier for access to the Digital Content.
5. Provision of Services
5.1 The Supplier shall provide access to the Digital Content and any associated services with reasonable care and skill.
5.2 The Supplier may modify, update, withdraw, or otherwise amend the Digital Content or Services at its sole discretion, provided that the overall quality of the Services is not materially degraded.
5.3 The Supplier does not guarantee that the Services will be uninterrupted, error-free, or suitable for any particular purpose beyond those expressly stated in this Agreement.
5.4 Except where otherwise expressly stated, the Customer acknowledges that the Digital Content is provided “as is” and is not intended to be a substitute for professional advice.
5.5 The Supplier shall have no liability for any failure to meet any stated objectives or for any delays unless otherwise expressly agreed in writing.
6. Liability
6.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
6.2 Subject to clause 6.1, the Supplier’s total aggregate liability under or in connection with this Agreement (whether in contract, tort, negligence or otherwise) shall not exceed the total fees paid by the Customer to the Supplier during the preceding 12 months.
6.3 Subject to clause 6.1, the Supplier shall not be liable to the Customer for: loss of profits, revenue, contracts, goodwill, business opportunity or anticipated savings; indirect, special, or consequential loss.
6.4 The Customer shall indemnify and keep indemnified the Supplier against any losses, damages, costs, claims, and expenses arising out of: any use of the Services or Digital Content by the Customer or its Authorised Users in breach of this Agreement; or any claim that the Supplier’s use of materials provided by the Customer infringes the intellectual property rights of any third party.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights in the Digital Content and the Services remain vested in the Supplier or its licensors.
7.2 The Customer acquires no ownership rights in the Digital Content and may only use it in accordance with the licence granted.
7.3 The Customer shall not remove, conceal, or alter any copyright, trademark or proprietary notices included in the Digital Content.
7.4 The Customer shall not commercially exploit, distribute, copy, sell, or make available the Digital Content to any third party without the Supplier’s prior written consent.
7.5 The Customer shall immediately notify the Supplier of any actual or suspected infringement of the Supplier’s Intellectual Property Rights and shall provide full co-operation to the Supplier in investigating and remedying such infringement.
8. Confidentiality
8.1 Each Party (“Receiving Party”) shall keep confidential all Confidential Information disclosed to it by the other Party (“Disclosing Party”) and shall not disclose it to any third party without the Disclosing Party’s prior written consent, except as permitted by this Agreement.
8.2 The Receiving Party may disclose Confidential Information to its employees, contractors, and advisers who need to know such information for the purposes of carrying out its obligations under this Agreement, provided that such persons are bound by confidentiality obligations no less strict than those contained herein.
8.3 The obligations in this Clause shall not apply to information which: was lawfully in the Receiving Party’s possession before disclosure; becomes publicly known other than through breach of this Agreement; is independently developed without reference to the Confidential Information; or must be disclosed by law or a competent regulatory authority.
8.4 The obligations in this Clause shall survive termination of the Agreement for a period of five (5) years.
9. Data Protection
9.1 Each Party shall comply with its respective obligations under the Data Protection Legislation.
Scottish Charity Number: SC050610
9.2 For the purposes of this Agreement, the Customer acts as Data Controller and the Supplier acts as Data Processor.
9.3 The Supplier shall:
Process Personal Data only on the documented instructions of the Customer;
Implement appropriate technical and organisational measures to protect Personal Data;
Notify the Customer without undue delay (and in any event within 72 hours) upon becoming aware of any Personal Data breach;
Ensure that its personnel authorised to process Personal Data are subject to confidentiality obligations;
Only engage sub-processors with prior written consent from the Customer (general authorisation permitted).
9.4 The Customer warrants that it has all necessary rights, consents, and notices in place to enable the lawful transfer of Personal Data to the Supplier.
9.5 The Supplier’s Privacy Policy can be found here.
10. Termination
10.1 Either Party may terminate this Agreement at the end of the Initial Period or any Renewal Period by giving no less than 90 days’ written notice.
10.2 Either Party may terminate this Agreement immediately by written notice if the other Party:
Commits a material breach which, if capable of remedy, is not remedied within 30 days of written notice; or Becomes insolvent, is wound up, or has an administrator or receiver appointed over any part of its assets.
10.3 On termination for any reason: all licences granted under this Agreement shall terminate immediately; the Customer shall cease all use of the Services and Digital Content; and any outstanding fees shall become immediately due and payable.
11. Force Majeure
11.1 Neither Party shall be liable for any delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control.
11.2 A Party affected by Force Majeure shall notify the other Party promptly.
11.3 If a Force Majeure event continues for more than three (3) months, either Party may terminate this Agreement by giving 30 days’ written notice.
12. Assignment and Sub-Contracting
12.1 The Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Supplier.
12.2 The Supplier may assign, transfer, or sub-contract its rights and obligations without the Customer’s consent.
13. Impact Reporting
13.1 By signing up for and accessing the App, you expressly consent to be enrolled in and receive the App’s Impact Report, including the collection, processing, and use of relevant usage data for the purpose of generating and delivering such reports, in accordance with our Privacy Notice.
14. Notices
14.1 Notices must be in writing and sent to: To the Supplier: Genplus, Pioneer House, 2 Renshaw Place, Holytown, Motherwell, ML1 4UF. Email: [hello@genplus.co.uk] To the Customer: As specified in the latest Agreement or invoice.
14.2 Notices shall be deemed received: two business days after posting (first-class post); or the next business day after sending (email).
15. Governing Law and Jurisdiction
15.1 This Agreement and any dispute arising out of it shall be governed by and construed in accordance with the laws of Scotland.
15.2 The Parties irrevocably agree to submit to the exclusive jurisdiction of the Scottish courts.
Schedule 1 – Licence Conditions for Digital Content
The following conditions apply to the Customer’s use of the Digital Content under this Agreement:
1. Ownership and Rights
The Customer’s access to the Digital Content does not transfer or grant any Intellectual Property Rights (IPR). All IPR in the Digital Content remains the exclusive property of the Supplier and/or its licensors.
2. Permitted Use
The Customer may download and store a reasonable number of copies of the Digital Content for internal use only, subject to any restrictions notified by the Supplier.
All copyright, trademark, and proprietary notices must be retained on all copies.
The Digital Content is provided on an “as is”, “as available” basis and is not a substitute for professional advice.
3. Prohibited Use
The Customer must not:
Commercially exploit, resell, or redistribute the Digital Content;
Copy, modify, adapt, or create derivative works except as explicitly permitted; Remove or alter any copyright, trademark, or proprietary notices;
Introduce any virus, malicious code, or interfere with the Supplier’s systems; Use the Digital Content in any way that infringes the rights of third parties.
4. Security and Misuse
The Customer shall take reasonable steps to prevent unauthorised access to the Digital Content.
The Customer must promptly notify the Supplier of any unauthorised access, copying, or distribution of the Digital Content.