CourseCo Software License Agreement

Introduction

Definitions and Interpretations of Terms & Conditions

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Where a term in these Terms and Conditions is capitalised but not defined in these Terms and Conditions, it has the meaning given to it in the section ‘Definitions and Interpretation of the Terms of Use’ available on the CourseCo Website.

Agreement – this agreement comprises the Contract Form, these Terms and Conditions, the Project Pack, and the Terms of Use not limited to the terms and conditions contained within this document and within the Contract defined below.

Applicable Laws - all applicable laws, statutes, regulations, codes and requirements from time to time in force including Data Protection Laws within the legal jurisdiction of the customer. In any dispute between the Customer and the Company the applicable laws governing the agreement will be those of the Republic of Ireland.

Company - "Company", and "we", "us" and "our" means Idea Bubble Ltd, which is registered as Idea Bubble Limited trading as CourseCo (467787).

Company Software also referred to as CoursoCo Software and the Software – any and all software or computer code provided for use by the Company to the Customer under the name CourseCo.

Contract also referred to as the Contract Form – the completed, signed and paid for documentation formalising the agreement between the Customer and Company. Although Software may be provided to the Customer prior to Go-Live for exploration, testing and training purposes, until payment is made as per the Contract the Company reserves the right to withhold use of the Software from the Customer.

Contract Date also referred to as the Commencement Date – the date on which the CourseCo Software is made available to the Customer by the Company and the Company is liable for payment for the Software

Customer - any person, persons, company or entity who enters into an Agreement to use the CourseCo Software by signing the Contract Form

Customer Identifier - any access name and password for users of CourseCo Software or Services

Data Protection Laws - all laws relating to processing of personal data and privacy, including (but not limited to) the Data Protection Acts 1988 and 2003, the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, the Electronic Communications Data Protection Directive (2002/58/EC), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 and all applicable Irish laws and regulations relating to the processing of personal data and privacy, including (where applicable) the guidance and codes of practice issued by the Office of the Data Protection Commissioner and all applicable similar or related legislation in any competent jurisdiction;

Fees also referred to as Payments - any agreed subscription, set up cost, software development, additional features, additional licence or once off payment (all quoted exclusive of VAT) to be paid by the Customer to the Company for the Products and Services as set out in the Contract Form or any subsequent Renewal of said contract, or any Software Development Contract Form or any subsequent Renewal of said contract. Subscription Fees are subject to reasonable increases (at or below the Consumer Price Index as provided by Central Statistics Office in Ireland at www.cso.ie) at the Renewal date.

Go-Live - the date agreed between the Company and Customer that the Customer begins commercial use of the CourseCo Software.

Go-Live Schedule - the list of events and dates provided in the Project Pack that the Company recommends are completed by the Customer prior to Go-Live.

Project Pack – the information gathering tool used by the Company to receive information from the Customer prior to Go-Live.

Renewal Date - the date on which the Subscription agreement must be renewed. Where there is no specific process to renew by either the Company or the Customer, the Contact will automatically renew for 12 months at the same price as the previous 12 months. Where an increase in price for this Agreement is required by the Company, one month (30 days) notice prior to the Renewal Date must be provided by the Company.

Services - use of specified parts of the Company’s software as set out in the Contract Form, the description of which are described on the Website from time to time; additional premium Support services as set out in the Contract Form; server hosting services of the Customer’s data and software set up as set out in the Contract Form; training services as set out in the Contract Form; and the services provided to the Customer by the Company in accordance with this agreement.

Subscription Fee also referred to as the Fee - the monthly fee paid by the Customer for the agreed use of the Company’s Software.

Subscription Term also referred to as the Term - the duration of the Contract, namely the time between the Contract Date and the Renewal Date. Subscription term is a minimum of 1 year by default but this may be extended by agreement between the Customer & Company provided this is specifically noted in the Contract.

Support Plan - an agreement for priority support provided as an option in the contract for an additional price based on the average hours per month required by the customer. Where no priority support plan is agreed, all support requests that are uncontracted will incur a cost at €125 per hour ex vat.

Termination - the Agreement can be terminated at the renewal date by either Customer or Company by providing written notice before the Renewal Date.

Terms & Conditions

1. The Agreement between the Customer and the Company

1. The Customer agrees that these terms and conditions (the "Terms and Conditions”) and the attached Contract Form together with any document expressly referred to in these Terms and Conditions, comprise the entire Agreement between the Customer and the Company. The Terms of Use on the Company's Software are included in this Agreement, to the extent the Customer uses the software.

2. The Customer agrees that the Agreement is effective from the Contract Date stated on the Contract Form, and shall apply for the duration of the Subscription Term.

3. The Customer agrees to provide accurate, current and complete information to us in the Contract Form and the Project Pack when using the CourseCo Software.

4. As a condition of the Customer's access and use of the Website and/or the Product and Services, the Customer warrants to the Company that it has the right, authority and capacity to enter into and be bound by this Agreement.

2. The Software Services

1. During the Term, the Company shall provide the Services to the Customer, subject to the terms and conditions of this Agreement and the Customer's compliance with this Agreement.

2. During the Term, the Company commits to maintain industry standards in providing maintenance and security of its computer systems, servers and links, to ensure 24 hour continuous provision of its Service for the customer, except for notified maintenance and upgrade outages which will be restricted to out of hours (6.00pm-7.00am) or at weekends.

3. During the Term, the Company commits to provide priority solutions for any errors or failure to perform as contracted that arise in the Software from normal usage. Please note that any additional features or Customer preferences that differ from the standard Services are considered as ‘New Requests’ and will need to be subject to a seperate Software Development Agreement.

4. During the Term, the Company commits to provide a standard level of response to queries received via its Support Line with a standard initial response time of 3 working days. A resolution of the issue is generally provided within 10 working days. The uncontracted cost of this support will be €125 per hour ex vat. A priority-same day response time can be purchased as a Priority Support Plan option in the Contract based on hours required per month. A separate priority support plan will need to be signed. 

5. The Company shall provide the Customer with unique usernames and passwords to access the Software (a "Customer Identifier") for the purpose of delivering and accessing the Services. The Customer shall supervise and control the use of the Services by the Customer's employees and any authorised third party in accordance with the terms of this Agreement. The Customer shall ensure that Customer Identifiers are kept confidential, that access to the Customer Identifiers is limited to its authorised personnel and any authorised third party, and accepts that it is fully responsible for access to the Software gained through the use of the Customer Identifiers and for any Content uploaded to, or other actions taken in respect of, the Software or Services, as a result of such access.

6. The Customer shall notify the Company promptly if the Customer becomes aware of any unauthorised access to, use of or copying of any part of the Software, the Customer Identifiers or Services. The Company has the right to disable, suspend or restrict any Customer Identifiers, at its discretion, including if, in the Company's opinion, the Customer has failed to comply with any of the provisions of this Agreement.

7. The Customer is solely responsible for the information and data placed on the Software by the Customer or using the Customer Identifiers.

8. The Company may add to, modify or discontinue any of the Services in its sole discretion. The Company shall be entitled to make changes to the presentation, layout and functionality of the Software at any time, including Content, in its sole discretion. For the purpose of performing the Services, the Company may cooperate with computer services partners or other third parties and host the Website, data relating to the Customer, the Services or parts thereof, at further websites and/or on third party hardware.

9. Where the Customer provides a link to the Customer's website or any other external website or link from the Company's Software, the Company is not responsible for the content of the Customer's website or any other website or link. The Customer acknowledges and agrees that the Company may allow search engine providers to use spiders to copy Content on the Software which may then appear in search results.

10. The Customer hereby grants to the Company a non-exclusive, worldwide and perpetual licence to use the Customer's brands and any other intellectual property of the Customer in so far as the use thereof is required (in the Company's reasonable view) for the Company to provide the Services or to make the Services available to the Customer, to the Customer's audience, and in connection with the management, use and provision of User Content.

11. The Company shall perform the obligations in this Agreement using the Content provided by the Customer, information provided by the Customer or its agents. It is the Customer's responsibility to provide complete, accurate and up to date information to the Company. The Customer shall take all reasonable steps to ensure the reliability and trustworthiness of any employees or other of its authorised representatives who have access to personal data on the Company’s Software or otherwise as part of the Services provided by the Company.

12. Both parties shall comply with the Data Protection Laws. The Company and the Customer acknowledge that the Customer is the data controller and the Company is the data processor in respect of any personal data uploaded by the Company or otherwise processed as part of the Services provided under this Agreement (the "Customer Data"), as those terms are defined in the Data Protection Laws. The Company and the Customer agrees that (i) where a Customers client  directly responds to Content, or (ii) when a Customer chooses to contact a client, then the Company processes Customer Data on behalf of the Customer and:

13. it does so as agent of the Customer;

14. it shall act on the instructions from the Customer; and

15. it has in place appropriate technical security measures, and organisational measures governing such processing of personal data including such measures against unauthorised or unlawful processing of any personal data and against accidental loss or destruction of, or damage to, personal data.

16. The Customer acknowledges that the Company is reliant on the Customer for informing the Company of the extent to which the Company is entitled to use and process Customer Data. Consequently, the Company will not be liable for any claim brought by a data subject arising from any action or omission by the Company, to the extent that such action or omission resulted directly from the Customer's instructions, the Customer’s breach of this Agreement, or by virtue of the Customer's use of the Services. 

17. The Company may authorise any third party (sub-contractor) to process the Customer Data provided that there is a contract that: (a) is on terms which are substantially the same as those set out in sections 2.12 & 2.13  above and (b) terminates automatically on termination of this Agreement for any reason as it relates to the Customer Data. The Customer acknowledges the terms and conditions of the Privacy Policy and shall ensure that it compiles and respects that Privacy Policy in all respects.

3. Liability

1. When performing this Agreement, using the Website or availing of the Products and Services, the Customer will comply with all Applicable Laws, including the Disability Act 2005, the Equality Act 2004 (including all 9 grounds: the gender ground, the marital status ground, the family status ground, the sexual orientation ground, the religion ground, the age ground, the disability ground, the race ground, the traveller community ground) and the Data Protection Laws.

2. The Customer shall indemnify the Company against any losses, expenses or damages that arise in connection with any failure by the Customer, or any of its employees,contractors, agents or other representatives, to comply with the obligations in section 3.1. or which are otherwise incurred by the Company as a result of the Customer’s actions or omissions in connection with its use of the Services, information placed by the Customer on the Software, the use that it makes of Content provided through the Services or otherwise in connection with this Agreement.

3. Without prejudice to any other provision in the Agreement or to the Company's right to claim damages or any other relief, in the event the Customer breaches any of its obligations in the Agreement, including if the Customer provides false or misleading information on the Software or otherwise to the Company, or breaches any Applicable Laws, the Company may cease or suspend the Services immediately without notice to the Customer.

4. The Company provides the Services to enable the Customer to conduct their training activities. The Company hereby excludes to the greatest extent permitted by law, and except as expressly set forth in this Agreement, all warranties, conditions, representations, statements, terms and provisions express or implied by statute, common law or otherwise are excluded to the greatest extent permitted by law, in relation to the Services.

5. Nothing in this Agreement will be construed as creating a partnership, joint venture or relationship of employment between the parties for any purpose whatsoever.

4. Payment

1. The Fee stated on the Contract Form is only valid for the Term. Any renewed agreement entered into between the Customer and the Company may have a different fee.

2. The Fee is payable by the Customer to the Company within 7 days of the date of the Contract issued by the Company and is non-refundable. The Company will make best efforts to provide timely invoices as required. The failure by the Company to provide an invoice does not diminish the liability of the Customer to make any contracted Payments.

3. Should Software be provided to the Customer prior to Go-Live for exploration, sales, testing and training purposes, until payment is made as per the Contract, the Company reserves the right to withhold use of and access to the Software from the Customer. Provision of access to the Services and Software does not imply a right of access to the Software or any information uploaded by the Customer if Payment is not completed.

4. Should the Customer wish to cancel the contract for use of the Services provided under the Agreement at any time during the Term it may do so by notice in writing to the Company but no part of the Fee is refundable to the Customer.

5. Without prejudice to other rights or remedies the Company may have, if the Company does not receive payment by the due date, the Company shall be entitled (without prejudice to any other rights or remedies) to charge interest on all sums outstanding after the due date on a daily basis at the rate of 4% above the current EURIBOR rate.

6. The Customer shall be liable for any legal or other costs incurred by the Company in pursuing any outstanding Fee or interest on late payment of the Fee of the Customer and shall discharge such liability on an ‘on demand’ basis.

7. Without prejudice to any other rights or remedies, if the Fee has not been received within thirty days following the commencement of the Term, without prejudice to any other rights or remedies which may be available to the Company, the Company may terminate or suspend the Services provided to the Customer under the Agreement without notice.
   

5. Priority and the Terms and Conditions

1. If there is an inconsistency between any of the provisions of the Contract Form, these Terms and Conditions and the Terms of Use, then respectively, the Contract Form shall prevail over these Terms and Conditions and the Terms of Use, these Terms and Conditions shall prevail over the Terms of Use.

2. This Agreement is governed by and shall be construed in accordance with the laws of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts.