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This Software As A Services Agreement (“Agreement”) is entered into on the Subscription Start Date in the SaaS contract (the “Effective Date”) between NIB Group Limited bearing Registration Number: 12271143, VAT No. 380608103, and a registered office at Beck House, King Street, Knutsford, England, WA16 6DX (“Provider/Nursery In a Box”), and the Customer listed above (“Customer”). This Agreement includes and incorporates the above SaaS Order Form, as well as the attached Terms and Conditions.
1.1 Subject to the terms of this Agreement, Provider will grant the Customer to access and use the software applications, platform, related data bases and other technology that are hosted and made available to the Customer pursuant to a SaaS Order Form (“Hosted Services”).
1.2 Provider hereby grants to Customer a non-exclusive, worldwide right to access and use the Hosted Services for its business purposes and a non-exclusive and non-sublicensable license to use the Documentation during the Term and solely for its business purposes.
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Hosted Services or any software, documentation or data related to the Hosted Services (“Software”); modify, translate, or create derivative works based on the Hosted Services or any Software; use the Hosted Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Customer represents, covenants, and warrants that Customer will use the Hosted Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Provider against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Hosted Services. Although Provider has no obligation to monitor Customer’s use of the Hosted Services, Provider may do so and may prohibit any use of the Hosted Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Hosted Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Provider to enable the provision of the Hosted Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Hosted Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Hosted Services.
3.3 Provider shall own and retain all right, title, and interest in and to (a) the Hosted Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, trade secrets or other technology in the Hosted Services or developed in connection with Onboarding Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Hosted Services, the Software and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Hosted Services and for other development, diagnostic and corrective purposes in connection with the Hosted Services and other Provider offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.1 Customer will pay Provider the then applicable subscription fees described in the SaaS Order Form for the Hosted Services and Onboarding Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Hosted Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Provider reserves the right to revise the Fees at the end of the Initial Subscription Term or then current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email).
4.2 Fees are exclusive of VAT. All Fees are non-cancellable and non-refundable under this Agreement. Fees shall be due within thirty (30) days of receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
4.3 If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Provider’s customer support department.
5.1 Subject to termination for cause as provided below, this Agreement is effective for the Initial Subscription Term as specified in the SaaS Order Form, and shall automatically renew for additional 12-month periods (each a “Renewal Term” and collectively, the “Term”), unless either party provides a written notice of termination at least thirty (30) days prior to the end of the then-current term (i.e. Initial Subscription Term or Renewal Term).
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
5.3 Customer may choose to have Provider send the Customer Data, which shall be charged at Provider’s then rates. Any data if retained shall be in accordance with the applicable provisions of the GDPR.
5.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Provider shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Hosted Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. HOWEVER, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Provider shall use commercially reasonable efforts the Hosted Services in accordance with the service levels and appropriate support set forth in Exhibit A.
If the Hosted Services involve the creation, processing, retention, deletion, use or disclosure of personal data (as that term is defined under the GDPR), including of Customer’s employees and other individuals (“Personal Data”), then Provider will comply, and will require that its personnel and subcontractors comply, with all applicable requirements of the GDPR, including, without limitation, ensuring that transfers of Personal Data to third countries are made only in accordance with the following: (a) the transfer is to a jurisdiction deemed by the European Commission to have an adequate level of protection; (b) the transfer is subject to contractual provisions approved by the European Commission; or (c) pursuant to a framework deemed adequate and approved by the European Commission. For purposes of this Agreement, “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
Provider shall hold Customer harmless from liability to third parties resulting from infringement by the Hosted Services of any United Kingdom patent or any copyright or misappropriation of any trade secret, provided Provider is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Provider will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Hosted Services (i) not supplied by Provider, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Provider, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Hosted Service is not in accordance with this Agreement. If, due to a claim of infringement, the Hosted Services are held by a court of competent jurisdiction to be or are believed by Provider to be infringing, Provider may, at its option and expense (a) replace or modify the Hosted Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Hosted Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unutilized Subscription Fees for the Hosted Service.
The Trial Use is for 7 days, and no Fees is applicable during such Trial Period. The Trial Period may be extended solely by the Provider. Once the trial ends, the Customer will be required to sign up to a Subscription for continued access and use of the Hosted Services. The terms and conditions of the Agreement apply during the trial period.
During the Trial Period, the Hosted Services are provided “AS IS” and no warranty obligations of Provider will apply.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, AND LIMITATIONS FOR FRAUD OR FRAUDULENT MISREPRESENTATION, PROVIDER (ITS AFFILIATES) AND ITS OFFICERS, EMPLOYEES AND DIRECTORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND PROVIDER’S REASONABLE CONTROL. IN NO EVENT SHALL PROVIDER’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER FOR THE HOSTED SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
A. This Agreement is not assignable, transferable or sublicensable by Customer except with the other party’s prior written consent, which shall not be unreasonably withheld.
B. Either party may freely assign this Agreement or parts thereof (individual SaaS Order Forms) with prior notification, to (I) an Affiliate; or (II) incident to a sale, transfer or other disposition by a party or its Affiliate of all or substantially all the assets of that component of such party’s business or its Affiliate’s business having the benefit of the Hosted Services. All benefits under this Agreement shall accrue and inure to each party’s valid successors and permitted assigns.
C. In the event of an assignment pursuant to Clause 10 (B) above, the parties shall novate this Agreement to include the assignee as party to this Agreement. All terms and conditions (including SaaS Order Forms) shall continue to be in effect. The parties may agree to terminate this Agreement (and any SaaS Order Forms then in effect) should a novation be operationally difficult to achieve only upon payment of all Fees due, and payable for the remaining Term by the Customer.
D. For the purposes of this Agreement, “Affiliate” of a party means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under the common control with, such person. The term “control” means the direct or indirect power to cause the direction of the management and policies of a person, whether though the ownership of voting securities, by contract, or otherwise.
E. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
F. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Provider in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of England and Wales without regard to its conflict of laws provisions.
G. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Customer’s consent, include Customer’s name and other indicia in its lists of Provider’s current or former customers of Provider in promotional and marketing materials.
H. Customer agrees to participate in reasonable joint marketing programs with Provider. Such marketing programs will be mutually agreed upon, but will include, at a minimum, a press release announcing either that Customer has subscribed to the Hosted Services or Customer has gone live using the Hosted Services. Customer’s logo will be included on Provider’s website, marketing materials and presentations. Customer also agrees to participate in a case study describing the use of the Hosted Services within its organization, and to participate in, or host a reasonable number of reference calls or reference visits from Provider prospects. All material to be published featuring Customer (except for a mention of Customer in a general press release or Customer list) is subject to the prior approval of Customer, such approval not to be unreasonably withheld or delayed. The timing in which any of these joint marketing activities are pursued will be agreed upon by both companies.
I. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and (vii) shortage of adequate power, communications or transportation facilities. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of ninety (90) days or more.
J. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time, the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Provider shall make commercially reasonable efforts to provide availability of the Hosted Services, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Provider’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Provider's entire liability, in connection with Service availability shall be for the Provider to make commercially reasonable efforts to minimize any service disruption and facilitate continued service availability.
1. General Support is available by support ticket or email [support@nurseryinabox.com] between the hours of: GMT 9:00 am and 5:00 pm GMT from Monday to Friday, except on public bank holidays. We can also be contacted by phone on 01253 49 50 51 during these hours.
2. Provider will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
3. We have full system visibility when providing technical support to make sure we can provide the best support levels possible.
4. We aim to provide a same day response to support tickets and immediate response for bug fixes, but shall not guarantee what we can always do so.
5. If we feel that support has been provided over and above general levels, we reserve the right to restrict the support provided in accordance to fair use.
Welcome to NIB Group Limited, trading as Nursery in a Box (“NIB” and collectively referred to as “we”, “our” or “us”)’s privacy policy (“Privacy Policy/Policy”). This Policy outlines how we collect, use, disclose, and protect your personal information when you (a user or customer) use our website, mobile application and related services in connection with Nursery In a Box’s Software as a Service (“collectively referred to as “Platform”).
You acknowledge that your use of the Platform is strictly for the purposes of registering your child/children for the selected Nursery (“Purpose”). The processing of Personal Data (as defined under Privacy Laws (defined hereinbelow)) is solely in connection with the Purpose and as such the Nursery is a Data Controller and NIB is a Data Processor.
We do not process any Personal Data for any other purpose, and as such we process your Personal Data strictly under the instructions of the Nursery.
Before processing any Personal Data of your child/children, we ensure that explicit consent is obtained from the parent or legal guardian of the child/children. Our Platform is designed to comply with the applicable data protection laws, limited to the UK Data Protection Act and the General Data Protection Regulation (GDPR) (“Privacy Laws”).
In the course of your access and/or use of the Platform, (a) we may collect and/or (b) you may provide, personal data including but not limited to the following:
1. information which are related to an identified or identifiable natural person;
2. name, age, address, email address, phone number;
3. Special Categories of Personal Data, limited to your Child/Children’s health conditions, ethnic origin, and religion;
4. Billing and payment information;
5. User account information;
6. Usage data and analytics;
a. IP addresses, browser types, device identifiers, and other analytics data; and
7. Communication preferences;
We use your personal data to provide, update and improve our Platform, customize your experience, respond to your enquiries and support requirements and related activities related to our business and services .
We may use your personal data to send you updates, newsletters, and promotional materials. You can opt-out of these communications and any marketing activities at any time by unsubscribing to them via the “unsubscribe button provided in the emails.
We may also use software embedded in our website (such as JavaScript) to collect information about which pages you view and how you reach them, what you do when you visit a page, the length of time you remain on the page and how we perform in providing content to you.
We may be required to disclose your Personal Data (not extending to any Special Categories of Personal Data) under law or in response to valid legal or regulatory requests. The processing of any Special Categories of Personal Data shall be in accordance with the Privacy Laws.
We are compliant with the Privacy Laws and employ appropriate technical and organizational security measures to protect your personal data from breach.
You have the right of access, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, the right to object and the right not to be subject to a decision based solely on automated processing. If you have any questions or requests regarding your rights to your personal data, please contact us at support@nurseryinabox.com.
To protect your personal data from breach and to comply with GDPR, we will take reasonable steps to verify your identity before granting access to your personal data for you to enforce your rights.
You may request deletion of your personal data by us, in which case, you may not have access to our Platform. In these cases, we will stop processing your personal data and your personal data deleted from the active database, but your personal data may remain in our archives subject to applicable provisions of the GDPR and appropriate technical and organization measures to provide privacy and security to your personal data. This is done to allow us to defend ourselves against potential legal claims relating to your personal data as permitted by law under GDPR.
Cookies are small text files that websites place on your device as you are browsing our Platform. They are processed and stored by your web browser. They are widely used to make websites work, or work more efficiently, as well as to provide information to the owners of the site.
Session cookies — These cookies are temporary and expire once you close your browser (or once your session ends);
Persistent cookies — This category encompasses all cookies that remain on your hard drive until you erase them or your browser does, depending on the cookie’s expiration date. All persistent cookies have an expiration date written into their code, but their duration can vary. According to the ePrivacy Directive, they should not last longer than 12 months, but in practice, they could remain on your device much longer if you do not take action.
First-party cookies — As the name implies, first-party cookies are put on your device directly by the website you are visiting.
Third-party cookies — These are the cookies that are placed on your device, not by the website you are visiting, but by a third party like an advertiser or an analytic system.
Like all other users of cookies, we may request the return of information from your computer when your browser requests a web page from our server. Cookies enable our web server to identify you to us, and to track your actions and the pages you visit while you use our website. The cookies we use may last for a single visit to our site (they are deleted from your computer when you close your browser) or may remain on your computer until you delete them or until a defined period of time has passed.
Although your browser software enables you to disable cookies, we recommend that you allow the use of cookies to take advantage of the features of our website that rely on their use. If you prevent their use, you will not be able to use the full functionality of our website. The ways we may use cookies are as follows:
These cookies are essential for you to browse the website and use its features, such as accessing secure areas of the site. Cookies that allow web shops to hold your items in your cart while you are shopping online are an example of strictly necessary cookies. These cookies will generally be first-party session cookies. While it is not required to obtain consent for these cookies, what they do and why they are necessary should be explained to the user.
Also known as “functionality cookies,” these cookies allow a website to remember choices you have made in the past, like what language you prefer, what region you would like weather reports for, or what your user name and password are so you can automatically log in.
Also known as “performance cookies,” these cookies collect information about how you use a website, like which pages you visited and which links you clicked on. None of this information can be used to identify you. It is all aggregated and, therefore, anonymized. Their sole purpose is to improve website functions. This includes cookies from third-party analytics services as long as the cookies are for the exclusive use of the owner of the website visited.
These cookies track your online activity to help advertisers deliver more relevant advertising or to limit how many times you see an ad. These cookies can share that information with other organizations or advertisers. These are persistent cookies and almost always of third-party provenance.
We use cookies and similar technologies to enhance your experience, analyse usage patterns, and customize content.
We do not transfer your personal data outside of the United Kingdom presently. Should there be a requirement, as provide under GDPR, we shall limit such transfer to:
1. Countries or recipients that are recognized as having an adequate level of protection for personal data under applicable law;
2. EU Standard Contractual Clauses approved by the European Commission and the UK International Data Transfer Addendum issued by the Information Commissioner’s Office. You can obtain a copy of the relevant Standard Contractual Clauses. Learn More; and
3. Other lawful methods available to us under applicable law. We reserve the right to update this privacy policy to reflect changes in our practices. We will notify you of any material changes by posting the updated policy on our website.
We may change this Policy from time to time to reflect new services, changes in our privacy practices or relevant laws. The “Last updated” legend at the bottom of this Policy indicates when this Policy was last revised. Any changes are effective the latter of when we post the revised Policy on the Platform or otherwise provide notice of the update as required by law.
We may provide you with disclosures and alerts regarding the Policy or Personal Data collected by posting them on our Platform.
If you have any questions or concerns about this privacy policy, please contact us at: NIB Group Ltd. Beck House, King Street, Knutsford, Cheshire, England. WA16 6DX. Telephone: 01253 49 50 51; Email: support@nurseryinabox.com
