Summer Savings! Save 20% on a whole range of resources using discount code WO0004588 online before Friday 1st July 🔅 T&Cs apply.


Terms and Conditions

THESE TERMS AND CONDITIONS APPLY TO BOOST AND THE SERVICES THAT ARE AVAILABLE ON BOOST. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY INDICATING THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND USING BOOST YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN CONNECTION WITH YOUR PURCHASE OF A SUBSCRIPTION OR YOUR USE OF BOOST DURING A FREE TRIAL. IF YOU ARE AN INDIVIDUAL USING BOOST AS PART OF AN ORGANISATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ORGANISATION TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST NOT USE BOOST. 


WE MAY UPDATE THESE TERMS AND CONDITIONS AT ANY TIME AND YOU WILL BE BOUND BY ANY NEW TERMS AND CONDITIONS WHEN YOU USE BOOST. 

1.    INTERPRETATION

1.1    In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:

Access Coordinator: an Authorised User nominated by a Customer to be Hodder Education’s point of contact in relation to the Services.

Agreement: these terms and conditions between Hodder Education and the Customer for the supply of the Services.

Authorised User: a member of staff or student of the Customer who is granted access to Boost by the Customer.

Boost: the online learning platform at the URL: https://boost-learning.com

Business Hours: 9am to 5pm Monday to Friday, excluding any day that is a bank holiday in England.

Confidential Information: any and all information relating to Hodder Education or the Customer, whether written, oral or in any other format, that is: (a) by its nature confidential; or (b) ought to be regarded by a reasonable business person as confidential; or (c) is identified as confidential by either Hodder Education or the Customer, including, but not limited to technical or commercial know-how, processes or charges.

Customer: the school, local authority, academy trust, other institution or (if no connection to an organisation) individual that accesses Boost, the Services and the Licensed Content in return for payment of the Subscription Fee. 

Customer Content: names, usernames, passwords, email addresses, postal addresses, and department of the Customer and Authorised Users (including all Student Data); and any resources, lesson data or assessment data in which the Customer or Authorised User holds intellectual property rights that the Customer or an Authorised User uploads to Boost. 

Free Trial Period: the 30-day free trial period during which the Customer is granted free-of-charge access to the Services. 
Hodder Education: Hodder & Stoughton Limited (on behalf of its business division, Hodder Education), (company number 00651692), registered office Carmelite House, 50 Victoria Embankment, London, EC4Y 0DZ.

Licensed Content: the material, resources and online tools available to the Customer and Authorised Users on Boost from time to time, including audio-visual content, audio content, PowerPoint resources, assessment products, eBooks, lesson builder tools, interactive assessments and assessment tracking tools, together with any additional material that Hodder Education makes available to the Customer on or in connection with the Services. 

parties: Hodder Education and the Customer.

Services:  the services to be supplied by Hodder Education to the Customer under this Agreement including access to Boost and the Licensed Content and provision of Usage Analysis and the Support Services.

Start Date: the date the Customer or an Authorised User accepts the terms and conditions of this Agreement and is given access to the Services. 

Student Data: any data about a student that is uploaded to Boost by a Customer or Authorised User, including name, username, password, email address, assessment data and results. 

Subscription: a subscription providing access to Boost purchased by a Customer or Authorised User, for example a “Teaching and Learning” subscription, an “eBooks” subscription or a “Teaching and Learning & eBooks” subscription.

Subscription Fee: the fees payable by the Customer for the Services. 

Subscription Period: the subscription period for which the Customer has purchased a Subscription, including any renewals thereof.
Support Services: the email and telephone support services provided to the Customer by Hodder Education in relation to Boost.

Term: any Free Trial Period and the Subscription Period. 

Usage Analysis: analysis carried out by Hodder Education of the Customer’s and Authorised Users’ usage of, and engagement with, the Services, including the performance of individual students and the frequency of use of the Services by the Customer or Authorised Users.

User Restrictions: the user restrictions to be complied with by the Customer and Authorised Users, as set out in clause 4.

1.1    Clause headings are for ease of reference only and do not form part of or affect the meaning, interpretation or construction of this Agreement.

1.2    References to the singular include the plural (and vice versa) and words denoting persons include individuals, bodies corporate, partnerships, unincorporated associations and other bodies. 

1.3    Reference to any statutory provision shall include references to any amendment, modification, extension, consolidation, re-enactment or replacement thereto and any subordinate legislation made pursuant to it.

1.4    References to clauses and schedules are to clauses of and schedules to this Agreement and a reference to a clause is, unless otherwise specified, a reference to all its sub-clauses.

1.5    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.

 

2.    SERVICES

2.1    Hodder Education shall provide the Services to the Customer during the Term on and subject to the terms and conditions of this Agreement.

2.2    Hodder Education will make the Support Services available to the Customer during Business Hours. 

2.3    Hodder Education shall use its best endeavours to provide the Customer with as much notice as is practicable in advance of any planned maintenance works in respect of Boost by email or by posting a notice on Boost. The Customer acknowledges and agrees that it may not always be possible to give notice of any unplanned maintenance works.

2.4    Hodder Education may change at any time: (i) the content, format or nature of the Services and the Licensed Content; and (ii) the means of access to the Services.

2.5    Hodder Education shall not be responsible for any resources, lesson data or assessment data in which the Customer or Authorised User holds intellectual property rights and which is uploaded to Boost by a Customer or any Authorised User.  

2.6    Hodder Education shall not be responsible for any default in, or failure of, the Services which is caused by the Customer or any Authorised User using the Services contrary to Hodder Education’s instructions, or modification or alteration of the Services by any party other than Hodder Education.

2.7    Hodder Education does not warrant that the Customer's use of the Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the failure of any communications network or service, including the internet. Hodder Education will not issue credits or refunds against charges incurred by the Customer in relation to any communications network or service, including the internet, or those incurred in relation to contacting Hodder Education or using the Support Services. Hodder Education is not responsible for any technical support requirements arising from the Customer's use of any hardware, software or communications network or service used to access Boost.

 

3.    INTELLECTUAL PROPERTY RIGHTS

3.1    In consideration of the payment of the Subscription Fee by the Customer, and subject to the Customer observing its obligations under this Agreement, including the User Restrictions, Hodder Education grants to the Customer during the Term a non-exclusive licence to:

(a)    access, and permit Authorised Users to access, Boost at any time for the purpose of accessing the Services and the Licensed Content, for research, teaching, and private study purposes; 

(b)    print and/or download, and permit Authorised Users to print and/or download test results and other Licensed Content that is made available by Hodder Education to be printed/downloaded for research, teaching, and private study purposes; 

(c)    use the Services and Licensed Content to set lessons, tasks and homework and enable Authorised Users to take online tests and assessments;

(d)    use the Usage Analysis to monitor the progress and results of Authorised Users; and

(e)    if an eBook Subscription has been purchased by the Customer, access and/or download eBooks.

3.2    The licence granted pursuant to clause 3.1 is personal to the Customer and does not extend to its subsidiary or parent organisations, or to any other related or affiliated organisations, including any affiliated schools or academy trusts. 

3.3    Hodder Education or its licensors own all rights in and to all brand names, service names, product names, titles, software and copyright material used in or on Boost (including the Licensed Content and any copies of Licensed Content made by the Customer or an Authorised User) and, subject to the rights granted to the Customer under this Agreement, no rights in or to any of the same are transferred to the Customer. The Customer acknowledges that any rights not expressly granted to the Customer under this Agreement are reserved to Hodder Education.

3.4    Ownership of all Customer Content is retained by the Customer. The Customer grants to Hodder Education a non-exclusive, royalty-free worldwide licence to use the Customer Content to:

(a)    provide the Services during the Term; 

(b)    track the Customer and Authorised Users’ activity on Boost during the Term to enable Hodder Education to carry out the Usage Analysis;

(c)    carry out analysis of anonymsied and aggregated Student Data during and after the Term for Hodder Education’s legitimate business purposes, including for development of the Services, enhanced reporting or analytics, to produce national assessment benchmarks or comparisons and to develop additional services for Customers. All Student Data used in such analysis will be anonymised by Hodder Education and no individual will be identifiable either during the analysis or from the results of the analysis.

3.5    Hodder Education will store all Customer Content associated with the Customer’s account for the Term (unless deleted by the Customer earlier), and, thereafter, until requested by the Customer to delete such data.  Please contact our help centre at https://help.hoddereducation.co.uk/hc/en-gb/requests/new if you require any data uploaded to Boost to be deleted. 

 

4.    USER RESTRICTIONS

4.1    Except as expressly permitted in the grant of Rights, the Customer warrants that the Customer and each Authorised user will not, nor will the Customer license or permit others to, directly or indirectly, without Hodder Education’s prior written consent:

(a)    sell, distribute, license, rent or otherwise exploit the Licensed Content, any element of it, or any derivative work for any commercial purpose;

(b)    make the Services or Licensed Content, or any element of them, available by any means to persons other than Authorised Users;

(c)    make the Services or Licensed Content, or any element of them, available on or by, electronic bulletin boards, news groups, websites, FTP or any other means of posting or transmitting material on the Internet, an on-line service or wide area network;

(d)    remove or obscure Hodder Education's copyright notice from the Licensed Content including hard-copy print-outs;

(e)    use the Services or Licensed Content to create any derivative work, product or service, or merge the Services or Licensed Content with any other product, database, or service, except use within the Customer's Virtual Learning Environment or institutional intranet;

(f)    alter, amend, modify, translate, or change the Licensed Content;

(g)    undertake any activity which may have a damaging effect on Hodder Education's ability to achieve revenue through selling and marketing the Services or Licensed Content; or

(h)    upload or share any material on Boost which is, in whole or in part, pornographic, libellous or obscene, or to which the Customer does not hold the necessary permissions or usage rights;

(i)    use Boost to transmit any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; or

(j)    otherwise use the Services or Licensed Content supplied in accordance with this Agreement in a manner that would infringe the copyright or other proprietary rights contained within it.

 

5.    TERM AND TERMINATION

5.1    This Agreement shall commence on the Start Date and continue for the duration of the Term. 

5.2    A Subscription Period may be renewed by the Customer on an on-going basis, subject to payment of the applicable Subscription Fee, in accordance with clause 6.1.

5.3    Hodder Education may suspend provision of the Services, including the Customer’s access to Boost, with immediate effect on written notice to the Customer without liability or the obligation to reimburse any Subscription Fee if Hodder Education believes that the Customer is responsible for the Services being used in a manner that contravenes this Agreement. In these circumstances any continuation of a Free Trial Period or a Subscription Period shall be at Hodder Education’s sole discretion. 

5.4    Hodder Education may terminate this Agreement, without cause:

(a)    at any time during a Free Trial Period, immediately upon written notice to the             Customer, and the Free Trial Period will end immediately; and 

(b)    at any time during the Subscription Period upon thirty days' written notice to the Customer, and the Subscription Period will end at the expiry of such thirty-day period. 

5.5    If Hodder Education terminates a Subscription Period pursuant to clause 5.4(b), Hodder Education shall repay to the Customer any proportion of the Subscription Fee that has been paid by the Customer in respect of any period of time after the date of termination.

5.6    Either Hodder Education or the Customer, may terminate this Agreement immediately on written notice to the other, if:

(a)    the other commits a material breach of this Agreement, including non-payment of the Subscription Fee or any other sum due, which is not remedied within 14 days of the party at fault receiving written notice requesting that the breach is remedied;

(b)    the other party commits a material breach of this Agreement which is not capable of being remedied; or

(c)    the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to comply with the terms of this Agreement.

5.7    On expiry or termination of this Agreement for any reason:

(a)    the Free Trial Period or the Subscription Period, as applicable, will terminate immediately;

(b)    all licences granted under this Agreement shall terminate immediately and the Customer shall no longer have access to Boost, the Services or the Licensed Content; and

(c)    the Customer agrees to destroy, and will instruct all Authorised Users to destroy, all Licensed Content stored on any digital information storage media, including, but not limited to, system servers, hard disks, diskettes, memory sticks, recorded discs, and back up tapes, excluding test and assessment results that have been downloaded by an Authorised User from Boost during the Term.

5.8    Termination or expiry of this Agreement for any reason shall not affect any rights or liabilities that have accrued prior to such termination or expiry or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination.

 

6.    SUBSCRIPTION FEE

6.1    The Customer shall pay to Hodder Education the Subscription Fee for a Subscription Period either: (i) at the point of purchase on the relevant Hodder Education e-commerce website; or (ii) within thirty (30) days of the Start Date of that Subscription Period on receipt of Hodder Education’s invoice. If the Customer does not pay the fees within such 30-day period, the Customer’s authorised access to the Services will cease.

6.2    While Hodder Education makes every effort to ensure that information on its websites is accurate, this cannot be guaranteed. Prices displayed and availability in respect of the Subscription Fee and the Services on Boost or any of Hodder Education’s other websites may change without prior notice.

 

7.    CUSTOMER'S OBLIGATIONS

7.1    The Customer shall inform Authorised Users of the User Restrictions and other provisions set out in this Agreement and shall ensure that all Authorised Users comply with this Agreement.

7.2    The Customer will notify Hodder Education immediately of any infringement of this Agreement that comes to the Customer's notice and the Customer agrees to cooperate with Hodder Education as appropriate to stop further infringement should it occur.

7.3    The Customer shall be liable for any breach of this Agreement by any Authorised User. The Customer undertakes to ensure that any breach of this Agreement by an Authorised User is not allowed to continue after the Customer has received notice of such breach, whether from Hodder Education or otherwise. 

7.4    Hodder Education shall be entitled to monitor the Customer’s use of the Services through Hodder Education's servers in order to monitor the Customer’s compliance with this Agreement.

7.5    The Customer shall:

(a)    facilitate the registration of Authorised Users by ensuring that the Access Co-Ordinator provides Hodder Education with authorisation for any individual within the Customer’s institution who has requested access to Boost as an Authorised User;

(b)    ensure that each Access Co-Ordinator has been informed about, and consented to, their name, title, department and email being shared with any Authorised User within the Customer’s organisation who needs to be told the Access Co-Ordinator’s name to register for Boost;

(c)    remove permissions for any individual who is no longer an Authorised User, including in the event that such individual ceases to be a member of staff, employee or student of the Customer;

(d)    keep an up-to-date list of Authorised Users and take such steps as maybe reasonable to ensure that Access Co-Ordinators, teachers and other employees who are Authorised Users keep their contact details up-to-date; and

(e)    ensure that Authorised Users keep their passwords for Boost secure.  

 

8.    WARRANTIES, UNDERTAKINGS AND INDEMNITIES

8.1    Hodder Education warrants to the Customer that it has full rights and authority to grant to the Customer the right to use the Services in accordance with this Agreement and that the use by the Customer of the Services in accordance with this Agreement will not infringe the rights of any third party.

8.2    Hodder Education shall indemnify the Customer for the amount of any award of damages against the Customer by a court of competent jurisdiction as a result of any claim arising from a breach of the warranty in clause 8.1, provided that Hodder Education shall be entitled to assume sole conduct of any defence and shall have the right at its option to:

(a)    procure the right for the Customer to continue using the Services;

(b)    make such alterations, modifications or adjustments to the Services so that they become non-infringing without incurring a material reduction in performance or function of the Services; or

(c)    replace the infringing elements of the Services with non-infringing substitutes provided that such substitutes do not entail a material reduction in performance or function of the Services.

8.3    The Customer acknowledges and agrees that the Services and Licensed Content are provided for information purposes only and the Customer relies on the Services and Licensed Content at its own risk. Hodder Education makes no warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, quality, accuracy or fitness for a particular purpose in respect of the Services, the Licensed Content or any information or advice given by any representative of Hodder Education. Except as otherwise expressly provided in this clause 8, all conditions, warranties, terms, representations, and undertakings express or implied, statutory or otherwise in respect of the Services and the Licensed Content are expressly excluded to the fullest extent permitted by law. 

 

9.    LIABILITY

9.1    Neither party excludes or limits its liability to the other party for death or personal injury caused by its own negligence, fraudulent misrepresentation or any other liability the exclusion or limitation of which is expressly prohibited by law.

9.2    Subject to clause 9.1, the liability of Hodder Education to the Customer in respect of any and all claims (whether in contract or in tort) arising out of or in connection with Boost, the Services or the Licensed Content is (to the extent permitted by law) limited in respect of each event or series of connected events to the lesser of £1,000 or an amount equal to the Subscription Fee payable by the Customer in the twelve-month period immediately preceding the events giving rise to the claim.

9.3    Subject to clause 9.1, notwithstanding anything else contained in this Agreement, in no event shall Hodder Education be liable to the Customer for any loss of profits, business, revenue, goodwill, anticipated saving or any other indirect, special, incidental or consequential loss or damage.

9.4    Subject to clause 9.1, Hodder Education shall not be liable for any claim arising from:

(a)    omissions or inaccuracies in the Services or Licensed Content, regardless of how caused;

(b)    any failure or malfunction resulting wholly or to any material extent from the Customer's negligence, operator error, use other than in accordance with this Agreement or any user documentation provided by Hodder Education from time to time, or any other misuse or abuse of the Services or Licensed Content;

(c)    the failure by the Customer to implement recommendations or solutions previously advised by Hodder Education in respect of faults in the Services or Licensed Content;

(d)    the decompilation or modification of the Services or Licensed Content or their merger with any other program or any maintenance, repair, adjustment, alteration or enhancement of the Services or Licensed Content by any person other than Hodder Education or its authorised agent; or

(e)    the Customer or any Authorised User being unable to use the Services due to the Services being unavailable as a result of any act or omission of Hodder Education, provided that the period for which the Services are not available shall not exceed a period of 100 hours (in aggregate) in any continuous period of 1000 hours.

 

10.    FORCE MAJEURE


Hodder Education’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.

 

11.    DATA PROTECTION

11.1    Both parties shall comply with the provisions of any applicable data protection and privacy legislation in force from time to time in the United Kingdom including: (i) the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); (ii) the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and (iv) the guidance and codes of practice issued by the Information Commissioner (collectively, the Data Protection Legislation). Personal Data, Data Subject, Data Controller and Data Processor shall have the same meaning as under the Data Protection Legislation.

11.2    Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices (including but not limited to consents from Authorised Users (and where required, written consents from parents or guardians) in place to enable the lawful transfer and processing of Personal Data to Hodder Education for the duration of the Term for the purpose of the Customer’s access to Boost and the Services.

11.3    Both parties shall obtain and maintain throughout the Term all necessary registrations and notifications that such party is obliged to obtain and maintain in accordance with the Data Protection Legislation in respect of providing or using the Services.

11.4    In providing the Services, Hodder Education may process Personal Data on the Customer’s behalf. The following table sets out: a record of the subject matter, nature and purpose of such processing by Hodder Education; the duration of the processing; the types of Personal Data; and categories of Data Subject which are the subject of this clause 11.4. The parties acknowledge that, save as otherwise provided in clause 11.8, for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Hodder Education is the Data Processor in respect of such Personal Data.

Subject matter of processing by Hodder Education:

Boost online learning platform

Nature and purpose of processing:

To provide educational assessment and learning tools and services via Boost including support tools for learning, marking tests and assessments and recording assessment results and report generation.

To support use of and access to Boost.

To provide customer service and support.

Data collection, storage and retrieval.

Duration of the processing:

For the duration of the Term. Personal data will then be held after the Term until the Customer requests that it should be deleted.

Types of personal data processed:

Teachers, staff members and administrative users at Customer/individual Customer

 

 

Pupils, students of Customer

 

Full name, title, contact details, email address, role, subject list, school, teaching group, user name/ ID and password, status, last log in date and other information relating to use of Boost.

 

Information relating to pupil and his/her education and learning for the provision of the Services including: first, middle and last name, username, password, email address, last log-in date and test and assessment scores and data relating to the pupil’s use of learning materials on Boost.

Special category data (where provided to Hodder Education)

None

Categories of Data Subject:

The Customer (if an individual) or teachers and administrative staff and pupils of the Customer school or educational establishment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.5    When processing Personal Data as a data processor on behalf of the Customer, Hodder Education shall in relation to any Personal Data processed in connection with the performance of its obligations under this Agreement:

(a)    process all such Personal Data only in accordance with the written instructions given by the Customer from time to time unless Hodder Education is required by any applicable laws to process the Personal Data;

(b)    ensure that any of its employees, agents and sub-contractors who have access to such Personal Data are obliged to keep the Personal Data confidential;

(c)    ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the  state of technological development  and the cost of  implementing any measures;

(d)    not transfer any such Personal Data to any country outside the United Kingdom without the prior written consent of the Customer (such consent not to be unreasonably withheld) and unless the following conditions are fulfilled:

i)    the Customer or Hodder Education has provided appropriate safeguards in relation to the transfer;

ii)    the data subject has enforceable rights and effective legal remedies;

iii)    Hodder Education complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

iv)    Hodder Education complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e)    assist the Customer, at the Customer’s request, in responding to any request from a data subject in respect of their rights under Data Protection Legislation; 

(f)    not use any such Personal Data for any purpose that is not authorised under this Agreement; 

(g)    assist the Customer in ensuring and demonstrating compliance under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(h)    notify the Customer without undue delay on becoming aware of a Personal Data breach;

(i)    at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer and shall procure that any sub-processor shall do the same, unless required by any applicable laws to store the Personal Data. Please contact our help centre at https://help.hoddereducation.co.uk/hc/en-gb/requests/new if you require any data uploaded to Boost to be deleted; and

(j)    maintain complete and accurate records and information to demonstrate its compliance with Data Protection Legislation and allow for and contribute to audits, conducted by the Customer or another auditor mandated by the Customer, provided: (i) the audit shall not take place more than once in a calendar year; (ii) the Customer provides reasonable notice of their intention to carry out such audit; (iii) the audit takes place during Business Hours; and iv) the audit shall be limited to Hodder Education’s records and information only in relation to its compliance with Data Protection Legislation. Unless otherwise agreed in writing, the Customer shall have no other audit rights. 

11.6    Hodder Education shall be entitled to appoint sub-processors to undertake processing of Personal Data on behalf of the Customer, provided that it enters into with such third-party processor(s) a written agreement incorporating terms relating to required compliance with Data Protection Legislation which are substantially similar to those set out in this Agreement. As between the Customer and Hodder Education, Hodder Education shall remain liable for all acts or omissions of any third-party sub-processor appointed by it. Hodder Education shall inform the Customer of any intended changes concerning the addition or replacement of any sub-processors by providing 30 days’ notice before such change takes effect, thereby giving the Customer the opportunity to object to such changes (such objection not to be made unreasonably). 

11.7    The Customer acknowledges and agrees that Hodder Education may make the Personal Data of the Customer’s Authorised Users available on Boost to other of the Customer’s Authorised Users for the purposes of: (i) registering a new Authorised User; or (ii) sharing Customer Content within a group of Customer’s Authorised Users in the course of providing the Services.

11.8    Hodder Education may process Personal Data obtained direct from the Customer or Authorised Users as a Data Controller:

(a)    where such processing is necessary for its legitimate business interests as a supplier of digital platforms, including as set out in clause 3.4(c), and where such legitimate interests do not endanger the rights and freedoms of Data Subjects as described in Hodder Education’s Privacy Notice made available to the Customer and any Authorised User at the time of collection of such Personal Data; 

(b)    where such processing is necessary for the performance of a contract with the Customer; or

(c)    where the Customer or Authorised User (as applicable) has provided consent to such processing.

11.9    Hodder Education will process personal data in accordance with its Privacy Notice and Cookie Policy when acting as a Data Controller The Customer confirms that it has read Hodder Education’s Privacy Notice and Cookie Policy which are available on Boost.

 

12.    CONFIDENTIALITY

12.1    Each party undertakes that it shall not at any time disclose to any person any Confidential Information that has been disclosed to it by the other party or that it has otherwise learnt or acquired in connection with Boost or the provision of the Services, except as permitted by Clause 12.3.

12.2    A party’s Confidential Information shall not include any information that: 

(a)    is already known to the other party without any obligation of confidence before the disclosure;

(b)    is disclosed to the other party lawfully by a third party;

(c)    is in the public domain at the time of disclosure or subsequently entered into the public domain without any breach by the other party of its confidentiality obligations; or

(d)    was developed by the other party independently, provided that the other party can provide evidence of this. 

12.3    Each party may disclose the other party’s Confidential Information:

(a)    to its employees, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees or advisers to whom it discloses the other party’s Confidential Information comply with this Clause 12; and

(b)    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

13.    GENERAL

13.1    The Customer may not assign, sublicense, transfer, charge or otherwise dispose of its rights under this Agreement without the prior written consent of Hodder Education. Hodder Education may at any time assign, sublicense, transfer, charge or otherwise dispose of all or any of its rights or obligations under this Agreement.

13.2    This Agreement is the entire agreement between Hodder Education and the Customer and supersedes any prior understandings or agreements between them, whether written or verbal.

13.3    In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

13.4    No provision of this Agreement or breach thereof may be waived except in a writing signed by the party against whom the waiver is sought to be enforced.

13.5    Hodder Education may update this Agreement from time to time at its discretion.

13.6    The failure of any party to enforce any provision of this Agreement on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.

13.7    Nothing contained in this Agreement shall constitute or shall be construed as constituting a partnership, joint venture, or contract of employment between the parties.

 

14.    GOVERNING LAW

This Agreement is governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

 

Last updated March 2021