School Surveys Trial Survey agreement

SECTION A. SCOPE OF AGREEMENT

1. Parties

1.1 The parties to this Agreement shall be:-

(1) Education Intelligence Limited (trading as School Surveys), a company registered in England & Wales under registration number 10825354, whose registered office is at Freshmill Delta House, Bridge Road, Haywards Heath, RH16 1UA; and

(2) Your school (“school”, “you”).

2. Start Date

2.1 This Agreement shall become legally binding and effective on the date that you first log in to the School Surveys Portal.

2.2 This Agreement shall remain in force for the term specified in 3.1.

3. Our undertakings

We undertake:

3.1. To offer you access to the School Surveys Portal for a period of no more than two weeks, to allow you to send one staff survey.

3.2 To provide you with our standard survey report via email.

3.3 To provide this service at no cost to you.

3.4 Not to name your school or share your data in a form attributable to the School, without your permission.

Subject to the conditions that:

3.4 We will not provide any additional analysis of the data beyond that contained within the report.

3.4 We do not take responsibility for any issues that may arise due to the data provided by survey respondents. This includes, but is not limited to, non-genuine responses, names of individuals, and offensive language.

3.5 After the survey has closed (or after two weeks, whichever is sooner), your access to the School Surveys Portal will cease, unless you choose to enter into a further agreement with us.

4. Your undertakings

You undertake:

4.1 To obtain permission from the headteacher or equivalent of your school to enter into this agreement.

4.2 To use the report data and questions subject to the following conditions:

4.2.1 All Teacher Tapp Questions are copyright, and are to be kept confidential, and not shown to any party outside your school community, or used for any other purpose without explicit consent from Education Intelligence, except as described in clause 4.2.4.

4.2.2 Nationally Representative Data included in the Report are confidential and cannot be shown to any party outside your school community, or used for any other purpose without explicit consent from Education Intelligence, except as described in clause 4.2.4.

4.2.3 The deliverables are granted to you with a non-exclusive, non-transferable, worldwide, limited license (without the right to sublicense), under Education Intelligence’s applicable intellectual property rights to view, download, use and reproduce the Report only for the purpose of internal use only.

4.2.4 You may share a maximum of three pages from the survey report publicly, without explicit written permission from us.

5. Privacy

5.1 Education Intelligence will conduct the Surveys and manage the data, using data storage software in accordance with Privacy Policy on our website: https://schoolsurveys.com/privacy-policy.

5.2 Responses Data is entirely anonymous and all data are kept confidential. Data sets may not be modified and if requested, Education Intelligence will provide to the School only the original raw data set with any identifying data removed.

5.3 The School agrees that under no circumstances will data be released that may identify any individual respondent.

5.4 At the conclusion of the Services, all contact information will be erased from the system and will not be used for any other purposes, unless requested by the School.

5.5 Education Intelligence staff will process data necessary to contact school staff and invite them to answer survey questions, as well as to support ongoing liaison with school staff for the duration of the project (for example, responding to queries). This is documented in Section B (Data Processing Agreement).

6. Termination & Suspension

6.1 Either Party may terminate this Agreement in writing without notice.

7. Education Intelligence Standard Terms of Business

7.1 Our Standard Terms of Business set out in Section C shall apply to all of the matters set out in this Section A.

SECTION B. Data Processing Agreement between Education Intelligence Limited and your school.

1. Parties

Data controller: Your school

Data processor: Education Intelligence Ltd

2. Background

2.1 Your school is working in partnership with Education Intelligence (operating as School Surveys from Teacher Tapp) to collect staff and parent responses to offer school leaders an accurate picture of their school.

2.2 As part of this research project, Education Intelligence (data processor) will collect anonymous survey responses from staff in your school (data controller).

3. Definitions

3.1 Personal data: Information relating to an identified or identifiable natural person.

3.2 Special categories of data: Personal data which relates to an individual’s race, ethnic origin, politics, religion, trade union membership, genetics, biometrics (where used for ID purposes), health, sex life, or sexual orientation.

3.3 Process/processing: Anything which can be done to data, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

3.4 Controller: A natural or legal person which decides the purposes and means of processing data.

3.5 Processor: A natural or legal person which is responsible for processing personal data on behalf of a controller.

3.6 Data subject: The individual that personal data relates to.

3.7 Supervisory authority: An independent national data protection authority, such as the ICO.

3.8 Subject Matter of the Processing:

3.9 Education Intelligence staff will process data necessary to contact school staff and invite them to answer survey questions, as well as to support ongoing liaison with school staff for the duration of the project (for example, responding to queries).

4. Duration of Processing

4.1 Education Intelligence staff will undertake the data processing detailed in this agreement for the duration of the contract. Subsequently, Education Intelligence staff will no longer act as a data processor for your school and will no longer have access to your school’s data.

5. Nature and Purpose of Processing

5.1 School staff will be contacted for the purpose of asking them survey questions and responding to queries about the School Surveys project.

6. Type of Personal Data Involved and Categories of Data Subject

6.1 Education Intelligence staff will process the following data:

Name

Job title/role

Contact details (email address).

6.2 Contact details will only be used to contact the staff member about the School Surveys project.

7. Data Storage and Access

7.1 Contact details will be stored in restricted access, cloud-based storage by Education Intelligence.

7.2 The processor and controller’s rights and obligations:

7.2.1 The processor will only act on the controller’s documented instructions, unless required by law to act without such instructions;

7.2.2 The processor will ensure that people processing the data are subject to a duty of confidence;

7.2.3 The processor will take appropriate measures to ensure the security of processing;

7.2.4 The processor will only engage a new sub-processor with the controller’s prior authorisation and under a written contract – a full list of existing sub-processors is available upon request;

7.2.5 The processor will take appropriate measures to help the controller respond to requests from individuals to exercise their rights;

7.2.6 Taking into account the nature of processing and the information available, the processor will assist the controller in meeting its UK GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

7.2.7 The processor will delete or return all personal data to the controller (at the controller’s choice) at the end of the contract, and the processor must also delete existing personal data unless the law requires its storage;

7.2.8 The processor will submit to audits and inspections. The processor must also give the controller whatever information it needs to ensure they are both meeting their Article 28 obligations;

7.2.9 The controller has overall control of personal data.

SECTION C. Education Intelligence Standard Terms of Business

Introduction
1. The terms in this Section C shall apply to the Agreement.
2. Capitalised terms shall have the meaning set out in Section A of the Agreement or in this Section C, including clause 12 (Definitions) below.
Services
1. We will provide the Services (including the Deliverables) with reasonable skill and care but we do not guarantee any particular outcome or result.
2. You take full responsibility for, and fully indemnify us against all costs and losses which we may incur, in respect of your use of the Services and the Deliverables.
3. You will provide reasonable access to personnel and information during business hours in order for School Surveys to deliver the Services.
4. We shall be relieved of responsibility for delays regarding the Services or Deliverables by a particular date where such delay is caused by you or matters outside of our reasonable control.
5. Time shall not be of the essence in respect of any Service or Deliverable unless (i) Section A explicitly says so; or (ii) you provide us with thirty (30) days written notice following the commencement of the Services that you wish it to be.
Termination
1. The Termination rights of the Parties are set out in Section A of this Agreement.
Limitation of liability
1. Neither Party excludes or limits liability which may not be excluded by Law, including in relation to death, personal injury, fraud and fraudulent misrepresentation.
2. Neither Party shall be liable to the other in relation to any loss of profits, loss of business or business interruption, loss of contracts or sales, loss of anticipated savings, loss of or damage to goodwill, loss of use of software, data or information, regulatory fine or penalty or any category of indirect or consequential loss, howsoever caused.
3. Your liability to Education Intelligence in connection with clause 2.2 shall be unlimited.
4. Save as set out in clauses 4.1, 4.2, 4.3 the total liability of each Party to the other in relation to all claims in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with this Agreement shall be limited to the average annual Fees paid under this Agreement, or where the Agreement lasts less than one calendar year, the total Fees paid under it.
Assignment and novation
1. Save as set out in paragraph 5.2, neither party will assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the written consent of the other party (such consent not to be unreasonably withheld or delayed).
2. You will not withhold your consent to the assignment or transfer of Education Intelligence’s rights under this Agreement to an entity which is or becomes part of the same Group or in which the shareholders of Education Intelligence (from time to time) own more than fifty (50) percent of the issued share capital.
Indemnities
1. Subject to clauses 6.2, 6.3, 4.2 and 4.4, if, in connection with this Agreement, a Party (“Party 1”) is made subject to a 3rd Party IPR Claim or a Data Protection Claim in connection with the other Party’s IPR (“Party 2”), Party 2 hereby agrees to indemnify the Party 1 in respect of all liabilities, costs, expenses and damages reasonably and properly incurred in connection with that 3rd Party IPR Claim or Data Protection Claim.
2. Liability under clause 10 is conditional upon Party 1: (i) as soon as practicable providing the other Party with specifying the nature of the claim in reasonable detail; (ii) not making any admission of liability agreement or compromise without Party 2’s consent (such consent not to be unreasonably conditioned, withheld or delayed); (iii) give Party 2 and its legal advisors access at reasonable times and on reasonable prior notice to its premises, personnel, advisors and to any relevant assets, accounts, documents or records within the power or control of Party 1 so as to enable Party 2 and its advisors to examine and take copies of them for the purpose of assessing the claim; and (iv) providing Party 2 with full conduct of the 3rd Party IPR Claim.
3. Where the 3rd Party IPR Claim relates to the Background IPR and/or the Service IPR, Education Intelligence may, as an alternative to the indemnity specified in clause 10: (i) provide alternative Services which are non-infringing and which will negate any potential liability for you under the 3rd Party IPR Claim; or (ii) terminate this Agreement and provide a full refund of all Fees paid under it (upon such termination you must return to Education Intelligence and delete all Deliverables, Background IPR and Service IPR in your possession or control).
General
1. No variation of this Agreement shall be effective unless it is in writing and signed by duly authorised representatives of each Party.
2. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy
3. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
5. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
6. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
7. Notices sent under this agreement may be sent by registered post or by e-mail and shall be deemed received the next working day after transmission.
8. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
9. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Data Protection
1. For the purposes of this clause, “Data Controller”, “Data Processor”, “Personal Data”, “process”, “processing” shall have the same meanings as set out in the Data Protection Legislation.
2. A Party to this Agreement (“Receiving Party”) may receive personal data relating to another Party’s (“Originating Party”) personnel in connection with this Agreement (“Identified Data Subjects”).
3. A Receiving Party shall be a Data Controller in relation to the Personal Data of Identified Data Subjects which it receives in connection with this Agreement.
4. Each of the Receiving Party and the Originating Party shall be responsible for their own compliance with Data Protection Legislation and any breaches of it by the Receiving Party, in connection with fines or other measures imposed by supervisory authorities or claims by Data Subjects (“Data Protection Claim”). Neither Party shall have liability to the other in respect of such matters.
5. In providing the Services and the Deliverables to you, Education Intelligence shall implement reasonable measures, primarily through anonymisation and aggregation of response data, to ensure that Personal Data is not received by you. In the event that you do receive Personal Data, you will be a Data Processor in connection with that Personal Data and shall be subject to Education Intelligence’s Personal Data Processing Policy (C).
General
1. No variation of this Agreement shall be effective unless it is in writing and signed by duly authorised representatives of each Party.
2. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
5. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
6. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
7. Notices sent under this agreement may be sent by registered post or by e-mail and shall be deemed received the next working day after transmission.
8. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
9. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Definitions
1. Terms in the Agreement shall have the following meaning:

3rd Party IPR Claim means a claim that use of IPR in connection with this Agreement infringes the rights of a third party;

Background IPR means all IPR owned or licensed by Education Intelligence independently of this Agreement or which subsists in the Platform.

Customer Materials means all documents, information, items and materials which are provided by you to Education in connection with this Agreement (but not the Deliverables, Background IPR or Service IPR).

Confidential Information means all confidential information under, pursuant to or relating to this Agreement by one Party to another Party, including (but not limited to) (i) the business, affairs, customers, clients suppliers, plans, prices, intentions or market opportunities of the disclosing Party or its Group; (ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Disclosing Party or its Group; (iii) any information, findings, data or analysis derived from confidential information; (iv) the Deliverables; and (v) any other information that is identified as being confidential or proprietary in nature.

Data Protection Legislation means the General Data Protection Regulation 2016/679 of the European Union (“GDPR”), the UK Data Protection Act 2018 and any successor legislation or statutory instruments issued thereunder;

Day means a calendar day unless stated otherwise;

Group means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.

IPR means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Law / Laws means the law of England and Wales.

Personnel means one or more individuals working directly or indirectly for a Party, whether in an employed capacity or otherwise; and

Service IPR means IPR created by Education Intelligence or on its behalf in the delivery of the Services (including IPR in Deliverables but not IPR in the School Survey Platform).

School community means staff, parents, pupils, governors and trust or local authority. It excludes any form of access which is not limited to these groups, such as sharing in any format to which the wider public has access, including social media and publicly-accessible websites.

EXECUTION OF THIS AGREEMENT Your acceptance of this Agreement becomes binding on your accessing the School Surveys Portal for the first time.