Terms of Service - Swiftlier

This document (the "Terms of Service" or "Terms") details the terms and conditions that apply to use of the Swiftlier Platform, and incorporates the Data Processing Agreement that forms our contract with you (collectively referred to as the "Swiftlier Agreement"). It explains our responsibilities to you as a service provider and your obligations as a customer, so please make sure you read everything, and if you have any questions, please ask our team.

When we say "Provider", "we", "our", or "us", we are referring to Abstract Leap Ltd a company registered in England and Wales with company number 08942729 and registered office at Magdalen Centre, Robert Robinson Avenue, Oxford, England, OX4 4GA that created, owns and maintains the Swiftlier Platform.

When we say "Platform" or "Swiftlier Platform" we are referring to the web sites and other services we provide now or in the future that make up the Swiftlier product, however you access them.

When we say "Services" we are referring to access to the Swiftlier Platform, and any other services we provide to you in accordance with the Swiftlier Agreement.

When we say "Documentation" we mean any documentation or report made available or provided to you by us during the course of the provision of the Services.

When we say "Customer", "you" or "your" we are referring to the organisation that owns an Account on the Platform, or in the case of organisations that are not legal entities, the individual that signed up for the Account. When we say "Account" we are referring to parts of the Platform that we make available to you in the Services.

Collectively, you and we are the "Parties".

From time to time, we may make updates to these Terms. For material changes, we will update the version and date on our online terms and take other appropriate steps to notify account owners.

When you use our Services, now or in the future, you are agreeing to the latest Terms. If you do not wish to accept the Swiftlier Agreement (as varied) you must stop using the Services immediately.

1. Using Swiftlier

Although accounts are owned by organisations, they are managed and used by individuals, and in this section we set out your responsibilities and for those that have access to your account.

When we say "Users" we mean the individuals who access to your Swiftlier Account, including your administrative staff ("Staff Users"), teaching staff and associates ("Tutor Users") and your customers, students and others that you may record data about or otherwise interact with through the Platform ("End Users").

1.1.You have an important role in keeping your Account and our Platform secure: you are solely responsible for maintaining the security of your credentials (username, password and any other security tokens/keys), ensuring you have strong security on your own systems, and ensuring that your Users do the same. You must let us know immediately if you realise there has been any unauthorised use of your credentials or other breach of security for your Account. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
1.2.You are responsible for all content posted to and activity that occurs under your Account, including content posted by and activity of any Users in your account. You are responsible for ensuring that all your Users comply with the terms and conditions of the Swiftlier Agreement.
1.3.You will nominate your representatives with delegated authority to manage all aspects of your Account by granting the administrator role to at least one of your Users (an "Administrator User"). The Customer's representative that first opens the account is automatically given this role, but this may be reassigned. Administrator Users are responsible for managing the other Users, roles and granted access levels for your Account, including implementing any changes to Users' profiles or access rights commensurate with such Users' level of authority to use the Services, and removing such rights when no longer required.
1.4.We grant your Users the limited, non-exclusive right to access and use the Platform, the Services and Documentation in accordance with clause 7.1 (Acceptable Use) and based on the features enabled in your Plan and a User's role and access level, for as long as you continue to pay for your Account and until it is suspended or terminated or until a User's access is revoked.

2. Subscription and Payment Terms

Unless you're in a free trial, you'll need to pay for a Swiftlier Plan to use the Platform. The pricing details, features and other details of your Subscription are explained when you select your Plan.

When we say "Subscription" we are referring to your access to the Services and Platform in exchange of you paying us the Subscription Fees. Your Subscription comprises your Swiftlier Plan and your optional Support Plan. The "Swiftlier Plan" sets out the features, services, and usage limits that shall be made available for your Account and the associated monthly fees. The "Support Plan" sets out the additional services we may offer you in connection with the Platform and the associated monthly fees.

When we say "Subscription Fees" we mean the monthly fees for your Plan(s).

When we say "Fees" we mean the Subscription Fees plus any Pay-as-you-go Fees.

2.1.You require a paid Subscription to use the Services. We may choose to offer you a trial Subscription with no monthly fee for a limited time for evaluation purposes only.
2.2.You may also buy credits to increase your usage limits on 'pay as you go' basis, for which additional fees (the "Pay-as-you-go Fees") will apply. Credits have no cash value, expire after 12 months, and represent a limited license to use the Platform for a specified volume and type of service.
2.3.All fees are exclusive of VAT and any other tax or duty. Where required, we will collect those taxes on behalf of the taxing authority, otherwise you are responsible for payment of all taxes, levies, or duties.
2.4.You need to pay in advance to use the Service. If you do not pay, we may suspend your account and limit your access until you make payment, in accordance with the provisions of clause 11.
2.5.We may make changes to the Plans that are available and the associated fees and rates from time to time: if this affects your Subscription, we will make every effort to give you prior written notice.

3. Data and Privacy

Your Data belongs to you, and we understand that you are entrusting us to process it with care. Our Data Processing Agreement deals with how we process data on your behalf, in more detail.

When we say "Data Controller", "Data Processor" and "personal data" we mean the definitions as set out in the Data Processing Agreement.

When we say "Your Personal Data" we mean the personal data, summaries thereof, and all other information about individuals that is uploaded as part of the Services by you or by a third party acting on your behalf, but excluding any Activity Data as specified under clause 3.4. When we say "Your Data" we mean Your Personal Data and any other data that you or a third party acting on your behalf input, submit or otherwise add to your Account on the Platform.

3.1.Your Data belongs to you, and you grant us a limited right to access, use, process and analyse Your Data and as may be necessary for us to provide the Services to you.
3.2.You acknowledge and agree that your use of the Services is contingent upon our timely receipt of Your Data, and that as between us and you, you are solely responsible for the provision of Your Data and the accuracy, quality, integrity, reliability and appropriateness of Your Data. You assume full responsibility for the data provided, stored or transmitted by means of the Services, and the use of such data, including the results obtained from such use. While we are dedicated to ensuring the protection of your valuable information, you acknowledge that the Internet is an open system, and we cannot and do not warrant or guarantee third parties cannot or will not intercept or modify Your Data.
3.3.You are the Data Controller for Your Personal Data and we will be your Data Processor in accordance with the Data Processing Agreement. You warrant that you have established a lawful basis and gathered all necessary consents to process data on our Platform, including all necessary additional considerations for processing children's personal data insofar as they apply to you and in accordance with the Data Processing Agreement.

We collect certain information about you and others that does not belong to your Account, including website traffic, connection data and metadata about how you and your Users interact with the Platform ("Activity Data"), and information that we collect about you for our own business purposes such as billing and sales enquiries ("Our Data"). With regard to the Activity Data and Our Data we will be the Data Controller and we will use and process such data in accordance with the Privacy Policy and for the purposes specified therein, and you will be responsible for informing your Users about how we use their data and sharing the Privacy Policy with them. In the event, and to the extent you are deemed to have any ownership rights in the Activity Data and Our Data, you will grant to us a fully paid-up, non-exclusive, royalty-free, licence in perpetuity to use the Activity Data and Our Data for the purposes as set out in the Privacy Policy.

4. Confidentiality

When we say "Confidential Information" we mean any information disclosed in circumstances of confidence or which would be understood by a party, exercising reasonable business judgment, to be confidential, including, but not limited to, "know how", plans, drawings, designs, specifications, trade secrets, processes, systems, techniques, configurations, logic diagrams, formulae, protocols, software, processes, models and mock-ups, and financial, pricing, sales and cost information except for information which (1) is already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (2) is subsequently learned by the receiving party from an independent third-party free of any restriction and without breach of this Swiftlier Agreement; (3) is or becomes publicly available through no wrongful act of either party; (4) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party; or (5) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the parties provide each other with timely written prior notice of such requirements.

4.1.Each party agrees with the other, with respect to the other's Confidential Information, (i) to hold Confidential Information in the strictest confidence; (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer Confidential Information to any third party, subject to the provisions of subsection (iv) below; (iii) not to make use of Confidential Information other than for the permitted purposes under this Swiftlier Agreement; and (iv) to disclose Confidential Information only to their respective Representatives requiring such material for effective performance of this Swiftlier Agreement and who have undertaken a written obligation of confidentiality and limitation of use at least as protective of the other party's Confidential Information as this Swiftlier Agreement.
4.2.Each party hereto shall institute internal operating procedures to assure limited access and use of Confidential Information consistent with this Swiftlier Agreement, and shall exercise due care to monitor and ensure compliance with this Swiftlier Agreement. A receiving party may disclose Confidential Information of the other party if it is compelled by legal process or law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest or restrict the disclosure. If a receiving party is compelled by law to disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5. Service Modifications, Maintenance and Bugs

We are improving our Services all the time, but we'll always try to schedule maintenance in advance and minimise any downtime. You may experience occasional issues and bugs, and we will do our best to help.

5.1.We may release new updates, modifications and enhancements to our Services at any time and at our sole discretion. We may also decide to discontinue or remove some features. When we think changes might materially impact your use of the Services, we will provide advance notice to your Administrator User and give you access to resources to help you manage the impact of the change.
5.2.We will make all reasonable efforts to maintain the availability of the Services. From time to time, we may need to restrict access to the Platform to perform scheduled maintenance, and if so, we will provide advance notice to your Administrator User by email or through the Platform.
5.3.Whilst we will do our best to ensure that the Services are thoroughly tested and working well, you may experience bugs or other problems. We track all issues reported to us and work through priority ones, especially any related to security and privacy, however we do not warrant that all errors can or will be corrected, that the Services will operate without error, or that the quality of any information or other material obtained by you through the Services will meet your requirements or expectations.
5.4.Except as expressly provided in this section 5, the Services are made available on an 'As Is' basis and Abstract Leap makes no express or implied warranties with respect to the Services. We do not warrant that the Services will be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the documentation or herein.

6. Content, Copyright and Intellectual Property

You are responsible for the content you add to the Platform, and we won't gain any ownership rights when you do. Likewise, you can use our content as part of the Services, but it belongs to us.

When we say "Intellectual Property Rights" we mean any and all now known or hereafter known tangible and intangible worldwide patents, copyrights, moral rights, database right, know-how, trademarks, trade secrets, Confidential Information or other intellectual property rights, whether arising by operation of law, contract, licence, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in the foregoing).

6.1.You warrant that you own, or have license to, all Intellectual Property Rights in the content you or your Users add to the Platform and that it complies with all applicable laws and does or will not infringe any third-party Intellectual Property Rights.
6.2.You agree to grant us a limited, non-exclusive, non-transferable, royalty-free, worldwide licence to access and use the content added to the Platform by you and your users in order to provide the Services to you, but we claim no ownership rights over those materials. You agree that we can use your organisation name or logo in our advertising unless and until you tell us in writing not to.
6.3.You shall own and retain all right, title and interest in and to the Intellectual Property Rights in any content derived solely from Your Data through use of the Services (for example, in reports produced from Your Data in the Platform), except as such shall constitute Activity Data as set out in 3.4.
6.4.We do not pre-screen content, but we reserve the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service. You promise not to upload any material to the Platform that is illegal or not suitable for your End Users, especially where they may be children, in accordance with the clause 7.1 (Acceptable Use).
6.5.We (or our licensors) own and shall retain all right, title, and interest in and to the Intellectual Property Rights in the Services, Documentation, and the Platform, including without limitation any modifications, improvements or derivative works thereof and all works created, developed, or delivered us or any third party arising from this Swiftlier Agreement or any amendment to it.
6.6.You acknowledge and agree that you obtain no ownership rights in the Services, Documentation or the Platform as a result of your use. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
6.7.All rights or licences not expressly granted to you herein are reserved to us.
6.8.The parties acknowledge that, in the event of a breach of any or all of this section 6: We may (a) suspend performance under this Swiftlier Agreement until the breach is cured; or (b) will likely suffer irreparable damage that cannot be fully remedied by monetary damages and both parties agree that we shall be entitled to seek and obtain injunctive relief against any such breach in any court of competent jurisdiction. Our rights under this section shall not in any way be construed to limit or restrict the right to seek or obtain other damages or relief available under this Swiftlier Agreement or applicable law.

7. Acceptable Use

We want Swiftlier to be a welcoming and safe place for everyone, including children and young people. You must ensure that your conduct on and in connection with the Platform is appropriate, fair and kind.

7.1.
You agree to use our Services only for lawful business purposes, and to ensure that your Users do not:
- 7.1.1.Attempt to bypass or interfere with the security features of the Platform, or compromise the security or operation of our systems, which includes probing, scanning or testing the vulnerability of any system or network that hosts our system without our prior written authorisation.
- 7.1.2.Collect, extract or otherwise attempt to access or use information that you are not authorised to use, or from Accounts that do not belong to you.
- 7.1.3.Knowingly use the Services to store or transmit material that infringes the Intellectual Property Rights or other proprietary rights of any third-party or violates third-party privacy rights.
- 7.1.4.Use or attempt to use the Services to store or transmit content that is false, misleading or deceptive, constitutes spam, contains viruses, exploits or other similar materials, or is otherwise harmful to us, the Services, other Users or any third party.
- 7.1.5.Remove any copyright, trademark, proprietary rights disclaimer, or warning notice included on or embedded in any part of the Documentation and Platform or Services.
- 7.1.6.Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our Services, nor may you repackage, resell, sublicense or provide our Services or use our data in any way not expressly permitted by us.
- 7.1.7.Attempt to deceive us or other Users by making false reports or pretending to be someone else.
- 7.1.8.Harass or threaten other Users, or any of our employees.
- 7.1.9.Speak ill of or damage, in our view, us or the products.

8. Connected Services

We work with technology partners to deliver important parts of the Services, you consent to us working with them to deliver the Services, and to abide by their terms and conditions.

When we say "Stripe" we mean the entity listed in the Stripe Connected Account Agreement for your location.

8.1.We accept payments in the Platform by connecting to your Stripe account, which you must open directly with Stripe under the Stripe Connected Account Agreement. Your agreement with Stripe is separate to any agreement with us, and we do not assume any responsibility for the processing of payments. You consent to us connecting to your Stripe Account for the purposes of delivering the Services and confirm you are not a Prohibited or Restricted Business as defined by Stripe, and that you are not using the Services or your Stripe account for any Prohibited Uses.
8.2.You are responsible for any charges for third party Services that you connect to your account, including any transaction processing, chargebacks or other fees charged by Stripe.
8.3.You shall indemnify us from and against all claims, losses, costs, expenses or liabilities that we incur arising out of, or in connection with, your breach of your agreements with third-party connected Services.

9. Limitation of Liability

This section is important as it limits our liabilities to you: please ensure that you read and understand it completely.

9.1.You shall indemnify us from and against all claims, actions, proceedings, losses, damages, expenses or costs which we may incur or for which we may become liable, including reasonable attorneys' fees, resulting from or arising out of or in connection with the following: (i) any third-party claim or action against us relating to your use of the Services, except as far as we are at fault;
(ii) any use of the Services by you or your Users that is beyond the scope of or otherwise fails to conform to the express requirements or restrictions of this Swiftlier Agreement or any authorisation or approval given in writing by us to you or such User.
9.2.Subject always to the rest of the provisions of this section 9, our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the Swiftlier Agreement and the Services (including but not limited to liability arising out of or in connection with the Data Processing Agreement) shall be limited to the Subscription Fees paid by you in the twelve months preceding the date on which the claim arose, and provided you notify us of any such claim in writing within one year after it arises.
9.3.In no event shall we be liable for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential loss whatsoever.
9.4.
Any clauses in the Terms of Service operating or which may operate to exclude or limit liability in any respects shall not operate to exclude or limit any liability that cannot lawfully be excluded or limited including liability for:
- (a)death or personal injury caused by negligence;
- (b)fraud or fraudulent misrepresentation; or
- (c)any other liability which cannot be limited or excluded by applicable law.

10. Term and Termination

You are free to close your account at any time by giving one month's notice, and we may do the same.

10.1.The term of this Swiftlier Agreement will commence on creation of your Subscription and acceptance of these Terms and will continue to be valid and binding between the parties until expiry, suspension or termination of the Subscription under the Swiftlier Agreement. Expiry or termination of a Subscription will lead to termination of the Swiftlier Agreement.
10.2.Your Subscription continues for as long as the period covered by the Fee paid or payable, and automatically renews for a further period equal in length provided that you continue to pay your Fees.
10.3.We may terminate your Subscription by giving you one month's prior written notice, and may terminate your Subscription or access to all or any Services immediately if: a) you breach any of the terms of this Swiftlier Agreement and do not remedy the breach within 14 days of receiving notice of the breach; b) you breach any of the terms of this Swiftlier Agreement and the breach cannot be remedied; c) you fail to pay your Subscription fees; or, d) you become subject to an administration order, cease or threaten to cease to carry on business, become insolvent, or cease to be able to pay your debts as they fall due.
10.4.Upon termination of this Swiftlier Agreement (i) all rights and licenses granted to you will immediately terminate; (ii) we will terminate your access to the Platform and Services; (iii) you will stop using the Services in any manner whatsoever, and return all copies of Documentation and other related materials to us.
10.5.Upon termination of this Swiftlier, your Account and Your Data will be marked for archival, and will be retained for a limited period before it is erased or otherwise permanently decommissioned.
10.6.We reserve the right to terminate or refuse any and all current or future use of our Services for any reason at any time if we, at our sole discretion, reasonably think it would not be in accordance with clause 7.1 (Acceptable Use) or if it would harm us or threatens to harm us and/or the Services.
10.7.You may not assert any cause of action against us more than two (2) years from the expiry or termination of this Swiftlier Agreement.
10.8.Your and our rights and obligations with regard to data and privacy, intellectual property and limitation of liability shall survive termination of this Swiftlier Agreement. Termination of this Swiftlier Agreement does not relieve a Party of any outstanding payments due or liabilities arising under this Swiftlier Agreement prior to termination, nor shall it limit or restrict either you or us from pursuing any other remedies.

11. Suspension

11.1.
We may suspend all or part of the Services for you, your Account or your User(s) immediately if:
- 11.1.1.you breach any of the terms of this Swiftlier Agreement;
- 11.1.2.you fail to pay your Subscription fees; or
- 11.1.3.we, at our sole discretion, reasonably think that your usage of the Services appears anomalous or otherwise not in accordance with the provisions of clause 7.1.
11.2.Our rights under this clause 11 to suspend the Service shall not in any way be construed to limit or restrict the right to seek or obtain other damages or relief available under this Swiftlier Agreement or applicable law.

12. General Provisions

12.1.This document, incorporating the provisions of the Data Processing Agreement, constitutes the entire agreement between the parties in relation to the Services, and supersedes all prior agreements, arrangements and undertakings. Sometimes the Parties might agree and execute other specific terms that will incorporate this Swiftlier Agreement.
12.2.The Swiftlier Agreement does not, nor is intended to, confer or give rise to any rights on any third parties.
12.3.Unless you or we expressly waive your or our rights in writing, no delay or failure to enforce any rights available to you or us shall amount to be a waiver of any rights available to you or us.
12.4.Neither of us shall have the right to assign the benefit (or transfer the burden) of this Swiftlier Agreement to another party without the written consent of the other of us, save that each of us shall have the right to assign such to any company controlled or to be controlled by the same.
12.5.Neither party shall be in breach of its contractual obligations nor incur any liability to the other if it is unable to comply with the terms as a result of any circumstances beyond its reasonable control.
12.6.The Swiftlier Agreement and all matters arising from it shall be governed by and construed in accordance with the laws of England & Wales and subject to clause 12.7, each of the parties irrevocably submits to the exclusive jurisdiction of the English courts.
12.7.If there is a dispute the aggrieved party shall notify the other in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. Representatives of your and our senior management shall meet in person in order to reach an agreement about the nature of the deficiency and corrective action. If the dispute cannot be resolved to your or our satisfaction informally, the parties agree to seek the assistance of a reputable mediation Services supplier to resolve the dispute or difference amicably by using an alternative dispute resolution procedure acceptable to both parties before pursuing any other remedies available to them.
12.8.Each clause of this Swiftlier Agreement constitutes a separate and independent provision. If any provisions are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
12.9.All notices under the Swiftlier Agreement shall be in writing and must be in English. Any notices we send to you will be sent to the email address you have provided for your account, any notices you send to us must be sent to legal at abstractleap dot com.