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Terms and Conditions

About our Terms

These Terms explain how you may use this website (the "Site"). This includes using this website via Microsoft Teams or Google Classroom.
References in these Terms to the Site includes the following websites: www.natterhub.com, all associated web pages and the Natterhub App via Microsoft Teams.
You should read these Terms carefully before using the Site.
By accessing or using the Site or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them.
If you do not agree with or accept any of these Terms, you should stop using the Site immediately.
If you have any questions about the Site, please contact us by e-mail: support@natterhub.com.

Definitions

In these Terms:

Acceptable Use Policy	means the policy https://natterhub.com/legal#acceptableuseage, which governs your permitted use of the Site;
Content	means any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible through the Site;
Natterhub Rules	means the rules detailed at https://natterhub.com/legal#natterhubrules;
School Terms and Conditions	means the terms and conditions https://natterhub.com/legal#schoolterms, which will apply to any school signing up to our service;
Site	has the meaning given to it in clause 1.1;
Terms	means these terms and conditions of use as updated from time to time under clause 12;
Unwanted Submission	has the meaning given to it in clause 6.1;
we, us, our	means Natterhub Limited a company registered in England and Wales with company registration number 11235778 and VAT registration number GB 291665768 whose registered office address is at The Surrey Technology Centre, The Surrey Research Park, Guildford, Surrey, GU2 7YG; and
you, your	means the person accessing or using the Site or its Content.

Using the Site

The Site is for your educational use only and may only be used in the context of a school or educational setting.
You agree that you are solely responsible for:

all costs and expenses you may incur in relation to your use of the Site; and
keeping your password and other account details confidential.

The Site is intended for use only by those who can access it from within the UK. If you choose to access the Site from locations outside the UK, you are responsible for compliance with local laws where they are applicable.
Only teachers or school administrators working under a school account may setup an account on the Site. Pupils may only use the Site under the supervision of a teacher working under a school subscription. It is the teacher’s sole responsibility to log out from the service.
We seek to make the Site as accessible as possible. If you have any difficulties using the Site, please contact us at support@natterhub.com.
If you would like these Terms in another format (for example audio or large print), please contact us by emailing support@natterhub.com.
As a condition of your use of the Site, you agree to comply with our Acceptable Use Policy and our Natterhub Rules.
By using this Site, any school who also signs up for a school account with Natterhub agrees to be bound by the School Terms and Conditions in addition to these Terms.
We may prevent or suspend your access to the Site if you do not comply with any part of these Terms, the Acceptable Use Policy, the Natterhub Rules or any other terms or policies to which they refer or any applicable law.

Your privacy and personal information

Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our privacy policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.
Our privacy policy is available at https://natterhub.com/legal#privacy.

Ownership, use and intellectual property rights

The Site and all intellectual property rights in it including but not limited to any Content are owned by us. In these Terms, Intellectual Property Rights means rights including copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We reserve all of our Intellectual Property Rights in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
Nothing in these Terms grants you any legal rights in the Site other than as necessary to enable you to access the Site. You agree not to adjust to try to circumvent or delete any notices contained on the Site (including any intellectual property notices) nor try to amend, circumvent or delete any digital rights or other security technology embedded or contained within the Site.
The word Natterhub and the Natterhub logo are our trade marks. Other trade marks and trade names may also be used on the Site. Other than as necessary to use the Site, you may not use in any way any of the trade marks used on the Site unless you have our prior written permission.
Except as set out in clause 5, we have no ownership of any content you upload to our Site.
We have the right, but not the obligation, to delete content posted on our Site if we receive a valid takedown notice or we have reason to believe it breaches another’s Intellectual Property Rights. We also have the right but not the obligation to remove any content that violates the Natterhub Rules or our Acceptable Use Policy.

Submitting information to the Site

While we try to make sure that the Site is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be kept confidential. For that reason, you should not let us have any patentable ideas or patent applications, advertising or marketing suggestions, prototypes, or any other information that you regard as confidential, commercially sensitive or valuable ("Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions.
We may use any Unwanted Submissions as we see reasonably fit on a free-of-charge basis (bear in mind that we have no way of knowing whether such information is confidential, commercially sensitive or valuable because we do not monitor the Site to check for these matters). Therefore, we will not be legally responsible for keeping any Unwanted Submissions confidential nor will we be legally responsible to you or anybody else for any use of such Unwanted Submissions.
Other than any personal information which will be dealt with in accordance with our Privacy Policy, we may use information supplied to us through the Site on an unrestricted and free-of-charge basis as we reasonably see fit. In particular, we may use your anonymised and aggregated usage data in any way that we reasonably see fit including for research purposes, marketing purposes, business and product development purposes and for our own internal use.

Accuracy of information and availability of the Site

While we try to make sure that the Site is accurate, up-to-date and free from bugs, we cannot promise that it will be. Furthermore, we cannot promise that the Site will be fit or suitable for any purpose. Any reliance that you may place on the information on the Site is at your own risk.
We may suspend or terminate operation of the Site at any time as we see fit.
Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
While we try to make sure that the Site is available for your use, we do not promise that the Site is available at all times nor do we promise the uninterrupted use by you of the Site.

Hyperlinks and third party sites

The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.

Disclaimer

Our site is intended as a learning tool to help pupils safely use social media. It is not intended to encourage social media use and we cannot accept any responsibility for pupils that sign up to social media sites after using our service.

Limitation on our liability

Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:

losses that:

were not foreseeable to you and us when these Terms were formed; or
that were not caused by any breach on our part;

business losses; and
losses to non-consumers.

Events beyond our control

We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

Rights of third parties

No one other than a party to these Terms has any right to enforce any of these Terms.

Variation

These Terms are dated 22nd August 2022. No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this clause 12. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.

Disputes

We will try to resolve any disputes with you quickly and efficiently.
If you are unhappy with us please contact us as soon as possible.
If you and we cannot resolve a dispute using our complaint handling procedure, we will:

let you know that we cannot settle the dispute with you; and
if required by law, give you certain information about our alternative dispute resolution provider.

If you want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to these Terms.
The relevant laws of the United Kingdom will apply to these Terms.

Acceptable Usage Policy

This Acceptable Use Policy is in place to ensure that Natterhub is a safe environment for pupils and teachers to learn. A failure to comply with this policy may result in your account being suspended or terminated or you being blocked from using our website.

This policy applies to any user of our website even if they are not using our social media platform service.

Anything uploaded to our website must comply with this policy.

We are not obliged to monitor or moderate any text, images, video, audio or other multimedia content, information or material uploaded to our website. The teacher supervising the pupil’s use of Natterhub is responsible for monitoring what they post on the service and for ensuring that they comply with this policy and can delete anything inappropriate.

We may remove or edit anything uploaded to our website at any time without warning.

School Rules

Use of the Natterhub website and platform is an extension of the classroom. As such the rules that apply in any normal classroom, apply on Natterhub. This means that those using Natterhub should not:-

swear or use other forms of inappropriate language;
use any form of hate speech including any content that demeans, defames or promotes discrimination or violence on the basis of race, ethnicity, national origin, religion, sexual orientation, gender identity, disability or age;
discuss violence or violent acts;
bully, harass or threaten others;
promote suicide or self-injury; or
promote or publicise any unlawful activity.

This is not an exhaustive list and just because an item is not listed does not mean it is acceptable.

Content

Any content uploaded to Natterhub should be appropriate for use in a classroom. This means that any content uploaded should be appropriate for a young child to see. As such, the following content is absolutely prohibited:-

any type of sexual or explicit content;
violent content;
any other form of graphic content; and
any defamatory content.

This is not an exhaustive list and just because an item of content is not listed does not mean it is acceptable.

Privacy

You or your pupils must not upload any private information either of themselves or another individual. All pupils uploading content must be happy for such content to be shared with the rest of their class. Pupils are not required to enter any personal information to use Natterhub.

Impersonation

You or your pupils must use our website as themselves. They may not impersonate other individuals, groups, or organizations except for educational purposes.

Spam

You or your pupils may not use our website for the purposes of promoting unsolicited advertising or sending spam or to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information.

Advertising Content

You or your pupils may not upload any form of advertising content to our website. You or your pupils also may not use our website in any way that represents or suggests that we endorse any other business, product or service unless we have separately agreed to do so in writing

Intellectual Property

You or your pupils must own or have permission for all content uploaded to our website. By uploading content you or your pupils confirm that the content uploaded is your or their own original work and lawfully submitted, factually accurate or your or their own genuinely held belief and provided with the necessary consent of any third party (if applicable).

Data Limit

The use of Natterhub is subject to a school account reasonable use data limit. Natterhub may limit or suspend your use of the website if this reasonable use data limit is exceeded.

Linking and framing

You may create a link to our website from another website without our prior written consent provided no such link:

creates a frame or any other browser or border environment around the content of our website;
implies that we endorse your products or services or any of the products or services of, or available through, the website on which you place a link to our website;
displays any of the trade marks or logos used on our website without our permission or that of the owner of such trade marks or logos; or
is placed on a website that itself breaches the Acceptable Use Policy.

We reserve the right to require you to immediately remove any link to our website at any time, and you shall immediately comply with any request by us to remove any such link.

Security

You or your pupils may not use our website to distribute viruses or malware or other similar harmful software code or in any manner that disrupts the operation of our website or business or the website or business of any other entity.

You also may not use our website to attempt in any way to gain unauthorised access to or use of computers, data, systems, accounts or networks;

Account Maintenance

It is the teacher’s responsibility to ensure all pupil accounts are up to date and relate to a current pupil of their class. It is also the teacher’s responsibility to ensure all pupil accounts are logged out at the end of each session in addition to logging out of their own account.

Natterhub Rules

Teacher Agreement	School Agreement	Child Agreement
I will be responsible for my own Natterhub account and the activity that occurs on it	We understand that Natterhub is addressing the issues of social media	I will ask permission before using Natterhub
I will ensure that I have permission to setup an account from my headteacher	We will not allow any parents to intervene in the newsfeed and such posts will be deleted immediately	I will keep my password private
I will log out at the end of a session	We will encourage parents to vet any video or image content shared by their children during the home learning period	I will log out when not using Natterhub
I will set the daily allowance timer to an age appropriate time for my hub	We understand that whilst screening functionality is in place, some inappropriate content may get through	I will ask permission before taking photos and videos of people and uploading them
I will monitor the activity on the hub	We will use Natterhub to teach online safety lessons as well as using the newsfeed	I will create content for positive reasons
I will block/delete/remove any child behaving inappropriately	We understand that our pupils have a right to media literacy education	I will support my classmates and report negative comments
I will remain positive towards all the pupils in my hub	We will ensure that our Natterhub opening hours are set to, or fewer than school working hours	I will check the timer whilst using Natterhub
I will not attempt to discipline pupils within the hub	We will monitor that all teachers are setting a reasonable daily allowance for the pupils in their hub	I know that poor choices will result in my account being frozen
I will choose a secure password for my account	We understand that Natterhub is part of our PSHE/RSE and online safety curriculum	I agree to all the above terms of Natterhub
I will not share my password information with anyone else
I will only share links and content of age appropriate content
I understand that the same rules apply in our virtual classroom as in our real life classroom I will encourage my pupils to share content that enhances learning
I will encourage my pupils to share content that enhances learning
I will endeavour to be a role model for my pupils using the genre of social media
I will praise good examples of behaviour on the newsfeed
I will not sell anything to my pupils using the Natterhub platform
I will remain professional at all times in my interactivity with my pupils
I will be sure to set my hub to inactive and active when necessary

School Terms and Conditions

They were published on 22nd August 2022. For previous versions, see https://natterhub.com/legal?v=4

Your use of our website is governed by our terms and conditions found at https://natterhub.com/legal#termsandconditions as is your teachers’ and pupils’ use of our website. Our agreement with you is governed and defined by these School Terms and Conditions. Together the two documents govern and define your agreement with us and are referred to in these School Terms and Conditions as the Agreement.

In this document, a reference to School Terms and Conditions is a reference to these School Terms and Conditions. A reference to the Standard Terms and Conditions is to our terms and conditions found at https://natterhub.com/legal#termsandconditions. Where there is any conflict between the two documents, these School Terms and Conditions shall prevail.

Definition & Interpretations
1. The following definitions and interpretations apply to these School Terms and Conditions:
  1. Acceptable Use Policy: means the Acceptable Use Policy found at https://natterhub.com/legal#acceptableuseage
  2. Agreement: means these School Terms and Conditions and any other documents or terms referred to within them subject to any limitations on such documents or terms contained within these School Terms and Condition;
  3. Authorised Users: means, in respect of the relevant Service, the named pupil and teacher users authorised by the Customer to use that Service in accordance with the terms of this Agreement; The Customer agrees that Natterhub may use a system to impersonate the account of any of its Authorised Users or any of its pupil users for the purposes of providing customer and technical support.
  4. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
  5. Confidential Information: information (in whatever form) relating to the business or affairs of either party which is disclosed at any time by or on behalf of that party to the receiving party, or otherwise is in the possession of the receiving party, in connection with these School Terms and Conditions which is identified by any party as confidential or is clearly by its nature confidential;
  6. Customer Data: means all data (in any form) that is provided to Natterhub or uploaded or hosted on any part of any Services by the Customer or by any Authorised User (but excluding Feedback as defined in clause 11.4 and Usage Data);
  7. Customer Default: a failure to pay any amount due to Natterhub in accordance with clause 8 or any material breach by the Customer;
  8. Documentation:
    1. the description of the relevant Subscribed Service (as updated from time to time), which as at Order Acceptance (defined in clause 3.5 below) is the latest version available at User Guide (the “Description”);
    2. in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Services made available by Natterhub at User Guide (as updated from time to time));
  9. Force Majeure: means an event or sequence of events beyond a party’s reasonable control including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Agreement, strike, lockout or boycott or other industrial action including those involving Natterhub’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
  10. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
  11. Natterhub Rules: the rules all those using the Service must comply with which can be found at https://natterhub.com/legal#natterhubrules
  12. Non-Natterhub Materials: means all materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-Natterhub Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Natterhub Materials in this Agreement;
  13. Order: the Customer’s acceptance of Natterhub’s quotation;
  14. Order Form: the form completed and submitted by the Customer either during or at the end of their free trial to request a subscription to the Service;
  15. Permitted Downtime: means:
    1. scheduled maintenance;
    2. emergency maintenance; or
    3. downtime caused in whole or part by Force Majeure.
  16. Permitted Purpose: means use solely for the Customer’s internal, educational use only, in accordance with the applicable Documentation and this Agreement. Except as expressly permitted under this Agreement, Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
    1. copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Service or Documentation;
    2. permitting any use of any Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing);
    3. combining, merging or otherwise permitting any Service to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
    4. attempting to reverse engineer, observe, study or test the functioning of or decompile the Services (or any part),
  17. Price: is as defined under clause 7.1;
  18. Price Banding: the various prices calculated based on pupil number bandings found at https://natterhub.com/pricing;
  19. Quote: a written quotation sent by Natterhub to the Customer which sets out a specific price for access to the Service for that Customer;
  20. Service: any service provided by Natterhub for which payment is required;
  21. Service Hours: means 24 hours a day, seven days a week excluding Permitted Downtime;
  22. Sub-Contractor: Any individual (other than an employee), firm or company who enters into an agreement to perform work or provide professional services and/or supply goods; and
  23. Usage Data: all data and information derived from how users use and interact with the Service in an anonymised and aggregated format; and
  24. Interpretation:
    1. A person includes a natural person, corporate or incorporated body (whether or not having separate legal personality);
    2. Unless the context otherwise requires, a reference to one gender shall include a reference to other genders;
    3. The singular includes the plural and vice versa;
    4. Reference to any enactment, order, regulation or other similar instrument, shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, order, regulation or instrument;
    5. Reference to a clause is a reference to the whole of that clause unless stated otherwise;
    6. References to clauses are to the clauses of these Schools Terms and Conditions;
    7. These School Terms and Conditions shall be binding on, and enure to the benefit of, the parties to these School Terms and Conditions and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns;
    8. The headings of the clauses are for ease of reference only and do not form part of these School Terms and Conditions;
    9. All communication between the parties, letters, documentation, specifications, reports etc. shall be in the English language;
    10. Any obligation on a party not to do something includes an obligation not to allow that thing to be done;
    11. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    12. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
Parties
1. The parties to this Agreement are:-
Basis of Contract
1. There are two ways to subscribe to the Service as a school. The first is for the Customer to submit an Order Form to Natterhub through the Natterhub website.
2. The second is for Natterhub to send a Quote to the Customer which the Customer can then agree to or not. This normally happens after the Customer has contacted Natterhub directly.
3. Submitting an Order Form constitutes an offer by the Customer to purchase the Service in accordance with these School Terms and Conditions.
4. Any Quote given by Natterhub does not constitute an offer. The acceptance of the Quote by the Customer constitutes an offer by the Customer to Natterhub which Natterhub may or may not accept.
5. In both cases, the Order shall only be deemed to be accepted when the Customer is granted access to the Service by Natterhub at which point and on which date the contract shall come into existence (“Order Acceptance”).
6. Any advertising materials either digital or physical shall not form part of the Agreement between the parties nor have any contractual force.
7. Any quote provided by Natterhub to the Customer only forms part of the Agreement insofar as it details the price to be paid by the Customer for the Service, the details of the Customer and the Agreement Duration. Any other terms contained in the quote do not form part of the Agreement between the parties.
8. Any Order Form only forms part of the Agreement insofar as it details the Price Banding to be paid by the Customer for the Service and the details of the Customer. Any other terms contained in the quote do not form part of the Agreement between the parties.
Duration of Agreement
1. If the Customer subscribes to the Service by submitting an Order Form, the Agreement will commence on Order Acceptance and will last for a term of one year at which point it will be renewed in accordance with clause 4.3 unless it is terminated in accordance with these School Terms and Conditions.
2. If the Customer is provided with a Quote by Natterhub, the Quote will refer to an agreement duration (the Agreement Duration). After the Agreement Duration, the Agreement will automatically renew each year for a term of one year unless it is extended or terminated in accordance with these School Terms and Conditions. Upon each renewal, the Customer will be charged the Price then in force and an invoice sent to the Customer by Natterhub which must be paid in accordance with this Agreement.
3. This Agreement shall be renewed automatically for successive terms of one year unless either party serves notice in writing to the other at least 30 days prior to the expiration of any term. The Customer will be charged the Price then in force in accordance and an invoice sent to the Customer by Natterhub which must be paid in accordance with this Agreement.
4. An alternative Agreement Duration may be agreed between the parties at any time. To do this, the Customer should contact Natterhub. Natterhub will then issue a Quote with the alternative Agreement Duration and Price. The Customer may then accept this Quote. The acceptance of the Quote constitutes an offer by the Customer to Natterhub. Where this take place, the Agreement will renew in accordance with clause 4.2.
5. Once the Agreement commences neither party may cancel the Agreement unless it is terminated in accordance with clause 11.
Rights of use
1. Upon Order Acceptance and subject to the terms of this Agreement, Natterhub grants the Customer a non-exclusive, non-transferable, personal, right to:
  1. use each Service during Service Hours; and
  2. copy and use the Documentation as strictly necessary for its use by Authorised Users of the Services,
  during the term of this Agreement for the Permitted Purpose.
2. The Customer acknowledges that the Services do not include:
  1. any services, systems or equipment required to access the internet and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services;
  2. dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or
  3. legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
Authorised Users
1. The Customer shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Services, the pupils, employees or contractors of the Customer.
2. The Customer shall keep a list of all Authorised Users and shall notify Natterhub within two Business Days if any updates to their list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3. The Customer shall:
  1. be liable for the acts and omissions of the Authorised Users as if they were its own;
  2. only provide Authorised Users with access to the Services via the access method provided by Natterhub and shall not provide access to (or permit access by) anyone other than an Authorised User; and
  3. procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to Natterhub’s Confidential Information.
4. The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer as necessary for use of the Service) their password or access details for any Service.
5. The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the Natterhub Rules, the Acceptable Use Policy, the Standard Terms and Conditions and all other provisions of this Agreement.
6. If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Natterhub immediately.
Price
1. The price for the Services is calculated in accordance with the Price Banding in force from time to time (the “Price”). Natterhub may provide bespoke pricing to individual customers at its sole and absolute discretion. Such pricing will be set out in the Quote.
2. The Prices are exclusive of VAT or equivalent sales tax.
Payment
1. Natterhub shall invoice the Customer for the Services at any time.
2. The Customer shall pay each invoice submitted by Natterhub
  1. within 14 days of the date of the invoice; and
  2. in full and in cleared funds to a bank account nominated in writing by Natterhub, and
  3. time for payment shall be of the essence.
3. All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Agreement by Natterhub to the Customer, the Customer shall, on receipt of a valid VAT invoice from Natterhub, pay to Natterhub such additional amounts in respect of VAT as are chargeable on the supply of the Service at the same time as payment is due for the supply of the Service.
4. If the Customer fails to make a payment due to Natterhub under this Agreement by the due date, then, without limiting Natterhub’s remedies under these School Terms and Conditions, Natterhub shall be entitled to suspend the Customer’s access to the Service and shall be entitled to charge the Customer (and if so charged the Customer must pay) a late payment fee of at least £40 and interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at a rate of 4% a year above the base rate of Natwest Bank plc.
5. Except as set out in clause 31, all amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Customer Obligations
1. The Customer shall:
  1. inform Natterhub if the number of pupils at their school changes to the extent that they would move into the next Price Banding;
  2. ensure that the information entered into the Order Form is complete and accurate (where applicable);
  3. ensure that the Quote is complete and accurate (where applicable);
  4. cooperate with Natterhub in all matters relating to the Service;
  5. ensure that they have parental consent for all pupils using the Service who are under the age of 18 years old;
  6. ensure that any teacher designated as an Authorised User is sufficiently competent to use the Service effectively and safely;
  7. ensure that its employees and Sub-contractors comply with the Standard Terms and Conditions, Acceptable Use Policy, Natterhub Rules and these School Terms and Conditions; and
  8. ensure that each Authorised User account is only used by one individual and account details are not shared between different individuals.
2. The Customer must nominate at least one account administrator. Only the account administrator or a member of the Customer’s leadership team has the authority to bind the customer or add or remove Authorised Users. Natterhub shall be under no obligation to speak to any other employee or Subcontractor of the Customer about the Customer’s account.
3. The Customer shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
4. The Customer warrants and represent that the pupil numbers it provides to Natterhub in order to calculate the Price Banding are accurate and up to date (insofar as possible).
5. Where Natterhub requests that the Customer provides updated pupil numbers, the Customer will provide these within 10 Business Days. The Customer warrants and represent that these updated pupil numbers will be accurate and up to date (insofar as possible). Natterhub shall calculate the Price for the next agreement term (as determined by clause 4) based on these updated pupil numbers and, should the Customer move into a different Price Banding, the Customer agrees for the Price to be calculated and charged at the higher Price Banding.
6. The Customer acknowledges and agrees that their Authorised Users' Usage Data may be used by Natterhub on an unrestricted and free of charge basis as Natterhub reasonably see fit. The Customer agrees that it will inform their Authorised Users that Natterhub may use their Usage Data in this way.
Intellectual property
1. All Intellectual Property Rights in and to the Services (including in all Documentation) belong to and shall remain vested in Natterhub or the relevant third party owner. To the extent that the Customer or any person acting on its or their behalf acquires any Intellectual Property Rights in the Services or Documentation or any part of them, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Natterhub or such third party as Natterhub may elect. The Customer shall execute all such documents and do such things as Natterhub may consider necessary to give effect to this clause 11.1.
2. The Customer and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Service and the Subscribed Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for Natterhub (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data to the extent necessary to perform or provide the Services or to exercise or perform Natterhub’s rights, remedies and obligations under this Agreement.
3. To the extent Non-Natterhub Materials are made available to, or used by or on behalf of the Customer, any Authorised User in connection with the use or provision of any Subscribed Service, such use of Non-Natterhub Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Natterhub or the third party and not by this Agreement. Natterhub grants no Intellectual Property Rights or other rights in connection with any Non-Natterhub Materials.
4. Natterhub may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (“Feedback”). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Natterhub at the time such Feedback is first provided to Natterhub.
5. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Natterhub under this Agreement.
6. Except for the rights expressly granted in this Agreement, the Customer, any Authorised User and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
7. This clause 11 shall survive the termination or expiry of this Agreement.
Defence against infringement claims
1. Subject to clauses 12.2 and 12.5, Natterhub shall:
  1. defend at its own expense any claim brought against the Customer by any third party alleging that the Customer’s use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (an “IP Claim”); and
  2. pay, subject to clause 12.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
2. The provisions of clause 12.1 shall not apply unless the Customer:
  1. promptly (and in any event within 10 Business Days) notifies Natterhub upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
  2. makes no comment or admission and takes no action that may adversely affect Natterhub’s ability to defend or settle the IP Claim;
  3. provides all assistance reasonably required by Natterhub subject to Natterhub paying the Customer’s reasonable costs; and
  4. gives Natterhub sole authority to defend or settle the IP Claim as Natterhub considers appropriate.
3. The provisions of clause 20, shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 12.1.
4. In the event of any IP Claim Natterhub may elect to terminate this Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 12.4 is without prejudice to the Customer’s rights and remedies under clauses 12.1.
5. Natterhub shall have no liability or obligation under this clause 12 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
  1. any modification of the Services (or any part) without Natterhub’s express written approval;
  2. any Non-Natterhub Materials;
  3. any Customer Data;
  4. any free or trial services;
  5. any Open Source software;
  6. any breach of this Agreement by the Customer;
  7. installation or use of the Services (or any part) otherwise than in accordance with this Agreement and the Documentation; or
  8. installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Natterhub.
6. Subject to clause 20, the provisions of this clause 12 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
Warranties
1. Subject to the remainder of this clause 12, Natterhub warrants that:
  1. each Service shall operate materially in accordance with its Description when used in accordance with this Agreement under normal use and normal circumstances during the relevant Service Period; and
  2. it will provide each of the Services with reasonable care and skill.
2. The Customer acknowledges that clause 12.1 does not apply to any free trial Services provided under this Agreement. Free or trial services are provided ‘as is’ and without warranty to the maximum extent permitted by law.
3. The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in technological services and that Natterhub shall have no liability for any such delays, interruptions, errors or other problems.
4. Due to the nature of rapidly advancing technology, the Customer acknowledges that Natterhub can in no way guarantee that the Services will not be subject to security breaches, hacks, viruses or unexpected data deletion and accepts no responsibility or liability for any problems, losses or damages caused by any security breaches, hacks, viruses or unexpected data deletion or similar occurrences.
5. If there is a breach of any warranty in clause 12.1, Natterhub shall at its option:
  1. use reasonable endeavours to repair or replace the impacted Services within a reasonable time; or
  2. (whether or not it has first attempted to repair or replace the impacted Service) refund the Price for the impacted Services which were otherwise payable for the period during which Natterhub was in breach of any such warranty (provided such period is at least 5 consecutive days).
  To the maximum extent permitted by law, this clause 12 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 12.1.
6. The warranties in clause 12.1 shall not apply to the extent that any error in the Services arises as a result of:
  1. incorrect operation or use of the Services by the Customer or any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
  2. use of any of the Services other than for the purposes for which it is intended;
  3. use of any Services with other software or services or on equipment with which it is incompatible;
  4. any act by any third party (including hacking or the introduction of any virus or malicious code);
  5. any modification of Services (other than that undertaken by Natterhub or at its direction); or
  6. any breach of this Agreement by the Customer (or by any Authorised User).
7. Natterhub may make Non-Natterhub Materials available for the Customer’s use in connection with the Services. The Customer agrees that:
  1. Natterhub has no responsibility for the use or consequences of use of any Non-Natterhub Materials;
  2. the Customer’s use of any Non-Natterhub Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Natterhub Materials;
  3. the Customer is solely responsible for any Non-Natterhub Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Natterhub Materials; and
  4. the continued availability, compatibility with the Services and performance of the Non-Natterhub Materials is outside the control of Natterhub and Natterhub has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Natterhub Materials;
8. The Customer acknowledges that no liability or obligation is accepted by Natterhub (howsoever arising whether under contract, tort, in negligence or otherwise):
  1. that the Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to Natterhub;
  2. for any damage caused to any computer or system on which the Services are used or on which the Software is installed (whether or not Natterhub carried out such installation);
  3. that the operation of the Services shall not be subject to minor errors or defects; or
  4. that the Services shall be compatible and/or function correctly with any other software (including internet browsers) or service or with any hardware or equipment.
9. Each party represents, undertakes and warrants that it has the full authority, power and capacity to enter into and fully perform the Agreement.
10. Other than as set out in this clause 12, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
Customer Systems and Customer Data
1. Customer Data shall at all times remain the property of the Customer or its licensors.
2. Except to the extent Natterhub has direct obligations under data protection laws, the Customer acknowledges that Natterhub has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
3. If Natterhub becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or Natterhub Rules or any other part of this Agreement, Natterhub shall have the right but not the obligation to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Natterhub shall notify the Customer before taking such action.
4. Except as otherwise expressly agreed in this Agreement, Natterhub shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s organisation. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its Authorised User’s needs) and extracts it from each Service prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services
5. Natterhub routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Natterhub responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Natterhub shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
6. Unless otherwise set out in the Quote or subsequently agreed by the parties in writing, the Customer hereby instructs that Natterhub shall within 12 months of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws require Natterhub to store such Customer Data. Natterhub shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with this Agreement.
Termination
1. Without limiting its other rights or remedies, the Customer may terminate the Agreement with immediate effect by giving written notice to Natterhub if:
  1. Natterhub commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing of the breach;
2. Without limiting its other rights or remedies, Natterhub may terminate the Agreement with immediate effect by giving written notice to the Customer if:
  1. the Customer commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing of the breach. For the avoidance of doubt, any breach of the Natterhub Rules by the Customer’s teachers or pupils counts as a material breach;
  2. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  3. where the Customer is a partnership, a voluntary arrangement is proposed, or any one or more of the partners in such partnership suffers an interim order or bankruptcy order to be made or petition is presented for his or her bankruptcy, or an interim receiver is appointed or he or she otherwise becomes insolvent or makes any general arrangement or composition with his or her creditors, in each case under any law relating to bankruptcy, insolvency or the relief of debtors anywhere in the world;
  4. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of the Customer;
  5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  6. the Customer (being an individual) is the subject of a bankruptcy petition or order;
  7. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 10 Business Days;
  8. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
  9. a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
  10. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
  11. any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.2 to clause 15.2.10 (inclusive);
  12. there is a direct or indirect change of control of the Customer, for which purposes “control” means the ability to direct the affairs of the Customer whether by virtue of contract, ownership of shares or otherwise howsoever;
  13. the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
3. Without limiting or affecting any other right or remedy available to it, Natterhub shall have the right to suspend performance of the Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Natterhub’s performance of any of its obligations.
4. Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of Natterhub at any time up to the date of termination.
Consequences of Termination
1. Immediately on termination or expiry of this Agreement (for any reason), the rights granted by Natterhub under this Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):
  1. stop using the Services; and
  2. destroy and delete or, if requested by Natterhub, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
2. On termination or expiry of the Agreement, clauses which expressly or by implication have effect after termination shall continue in full force and effect.
3. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Data Protection
1. For the purposes of these School Terms and Conditions, the Customer is the data controller and Natterhub is the data processor.
2. As part of their Agreement, the parties agree to be bound by the Natterhub Data Processing Agreement found at https://natterhub.com/legal#dataprocessingagreement.
Confidentiality
1. Except for the purposes of the Agreement, neither Natterhub nor the Customer will use or make available to any third party at any time during or after the Agreement any Confidential Information of the other party except that nothing shall prevent a party disclosing Confidential Information to the extent that it:
  1. is or later comes into the public domain otherwise than as a direct or indirect result of disclosure by the party receiving the Confidential Information or a party engaged by that party, contrary to their respective obligations of confidentiality;
  2. is required to be disclosed by law, order of court, the requirements of any regulatory authority or taxation authority or the rules of any stock exchange;
  3. is disclosed with the prior written consent of the other party;
  4. is or becomes available to the other party from third parties or is already known by the other party, otherwise than pursuant to the Agreement and free of any restrictions as to its use or disclosure;
  5. is independently developed by the other party; or
  6. is disclosed to its employees, professional advisors, agents and Sub-Contractors solely on a need-to-know basis provided that the disclosing party procures that the person to whom such disclosure is made complies with the obligations under this clause as if it were a party to the Agreement.
2. The Customer may inform any third party of the existence of this Agreement and may promote the fact that they use Natterhub on their website and on marketing materials and they may use the Natterhub logo and any other branding or logos provided by Natterhub expressly for this use. Natterhub grants to the Customer a non-exclusive, non-transferable right to use their logo and the other branding or logos mentioned for the term of this Agreement for the purpose of promoting their use of Natterhub.
3. The Customer may not share the price they are being charged by Natterhub with anyone except for their employees, governors, multi academy trust, local authority or the Department for Education.
4. Natterhub may use the Customer’s name, address, logo and website address on their website, social media and marketing materials and identify the Customer as a customer of Natterhub.
5. The Customer agrees that Natterhub may quote any Feedback in any marketing materials whether online or in print and use the name of the Customer alongside any quotes.
Indemnity
1. The Customer shall indemnify, and keep indemnified, Natterhub from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Natterhub as a result of or in connection with the Customer’s breach of this Agreement including the Natterhub Rules.
Limitation of liability
1. The extent of the parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 20.
2. Natterhub’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed the greater of:
  1. an amount equal to the Price for all Services paid to Natterhub in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement; or
  2. an amount equal to 1 times the Price due or paid to Natterhub for the Services provided in the first month of the Service Period.
3. Natterhub shall not be liable for consequential, indirect or special losses.
4. Natterhub shall not be liable for any of the following (whether direct or indirect):
  1. loss of profit;
  2. loss or corruption of data;
  3. loss of use;
  4. loss of production;
  5. loss of contract;
  6. loss of opportunity;
  7. loss of savings, discount or rebate (whether actual or anticipated);
  8. harm to reputation or loss of goodwill.
5. Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other losses which cannot be excluded or limited by applicable law.
Suspension
1. Natterhub may suspend access to the Services to all or some of the Authorised Users if:
  1. Natterhub suspects that there has been any misuse of the Services or breach of this Agreement; or
  2. the Customer fails to pay any sums due to Natterhub by the due date for payment.
2. Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, Natterhub will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
3. In relation to suspensions under clause 20.1.2, access to the Services will be restored promptly after Natterhub receives payment in full and cleared funds.
4. The Price shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Authorised Users may not have access to the Services.
Disclaimer
1. Except as expressly provided for in these School Terms and Conditions and to the fullest extent permissible by law, Natterhub provides no warranty:-
  1. as to the fitness of the Service for a particular use; or
  2. that the operation of the Service will be error free or uninterrupted.
Changes to Terms
1. Natterhub may make commercially reasonable changes to these School Terms and Conditions. If such changes are not covered by clause 22.2 then Natterhub will inform the Customer by updating the webpage on which these School Terms and Conditions are published.
2. If Natterhub makes a material change to these School Terms and Conditions, Natterhub will inform the Customer by sending an email to the email address provided by the Customer to Natterhub. If the change has a material adverse impact on the Customer and the change is not a result of Natterhub complying with a court order or applicable law, the Customer may notify Natterhub within thirty days after being informed of the change that the Customer does not agree with the change. If the Customer notifies Natterhub as required, then the Customer will remain governed by the terms in effect immediately before the change until the end of the then-current Agreement Duration.
3. If the Agreement renews, it will do so under the updated School Terms and Conditions.
Further Assurance
1. The Customer shall at the request of Natterhub, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.
Anti-Bribery and Corruption
1. The Customer shall not, in relation to these School Terms and Conditions or any other agreement with Natterhub, request, offer, promise, agree to receive, accept or give a financial or other advantage to any person with the intention of inducing that person to perform a function or activity improperly or to reward any person for the improper performance of a function or activity, or where it is known that the acceptance of the advantage would itself constitute the improper performance of a function or activity.
2. The Customer shall not enter into this or any other agreement with Natterhub in connection with which commission has been paid or agreed to be paid by the Customer or to the Customer’s knowledge unless, before any such School Terms and Conditions is made, particulars of any such commission, and of the terms and conditions of any School Terms and Conditions for the payment thereof, have been disclosed in writing to Natterhub.
3. Natterhub may if:
  1. reasonably satisfied that the Customer or anyone employed or acting on behalf of the Customer (whether with or without the knowledge of the Customer) is in breach of this clause in relation to this or any other School Terms and Conditions with Natterhub; or
  2. the Customer or anyone employed or acting on behalf of the Customer is convicted of any offence under the Bribery Act 2010 (as amended from time to time) in relation to these Schools Terms and Conditions or any other agreement with Natterhub:
    
    terminate the Agreement and recover from the Customer the amount of any loss resulting from the termination and/or recover from the Customer the amount of value of any gift, consideration or commission etc and/or recover from the Customer any other loss sustained in consequence of any breach of their Condition, whether or not the School Terms and Conditions has been terminated.
4. If Natterhub is approached by a member of staff or someone representing themselves as acting on behalf of Natterhub who seeks to persuade the Customer to take any steps that would constitute a breach of this clause or of the Bribery Act 2010 (as amended from time to time), the Customer must immediately contact Natterhub by emailing legal@natterhub.com
Assignment and Sub-contracting
1. The Customer shall not assign or sub-contract any portion of the Agreement without the prior written consent of Natterhub which it may withhold or delay at its absolute discretion.
2. Natterhub may sub-contract or assign any portion of the Agreement without consulting or seeking the consent of the Customer.
Severability
1. If any provision of these School Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these School Terms and Conditions shall continue in full force and effect as if these School Terms and Conditions had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of these School Terms and Conditions, the parties shall immediately commence negotiations in good faith to remedy the invalidity.
Force Majeure Event
1. Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, Natterhub may terminate the Agreement by written notice to the Customer.
Remedies Cumulative
1. Except as otherwise expressly provided by the Agreement, all remedies available to either Natterhub or the Customer for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
Equitable Relief
1. The Customer recognises that any breach or threatened breach of the Agreement may cause Natterhub irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Natterhub, the Customer acknowledges and agrees that Natterhub is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
Set Off
1. Natterhub shall be entitled to set-off under the Agreement any liability which it has or any sums which it owes to the Customer under the Agreement.
2. The Customer shall pay all sums that it owes to Natterhub under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
Waiver
1. The failure of either party to exercise any right or remedy shall not constitute a waiver of that right or remedy.
2. No waiver shall be effective unless it is communicated to the other party in writing.
3. A waiver of any right or remedy arising from a breach of the Agreement shall not constitute a waiver of any right or remedy arising from any other breach of the Agreement.
Third Party Rights
1. For the purpose of the Contracts (Rights of Third Parties) Act 1999, the parties agree that these Schools Terms and Conditions do not and are not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
No Partnerships or Joint Venture
1. Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party to be the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Notices
1. Any notice or other communication given to a party under or in connection with these Schools Terms and Conditions shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service to the address provided to Natterhub by the Customer (in the case of the Customer) or its registered office (in the case of Natterhub); or
  2. sent by email to the last email provided to Natterhub by the Customer (in the case of the Customer) and legal@natterhub.com (in the case of Natterhub).
2. Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, on signature of a delivery receipt;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
  3. if sent by email, at 9.00 am on the next Business Day after transmission.
Entire Agreement
1. The Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement. The Agreement supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.
Deviating Terms
1. If, at any point during the negotiating process that leads to the agreement of the Agreement or at any point during the term of the agreement governed by the Agreement, the Customer issues any separate written statement, such as a purchase order, that contains additional or deviating terms or conditions, such additional or deviating terms or conditions shall not apply between the parties.
2. Amendments or deviating terms to the Agreement shall only apply if they are explicitly accepted in a written statement issued and signed by a director of Natterhub. In any event, the Agreement shall take precedence over any deviating terms.
3. The applicability of any purchasing or other general terms and conditions is expressly rejected.
Governing Law
1. The Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Data Processing Agreement

This Data Processing Agreement only applies to those schools which sign up to Natterhub’s Social Media Platform Service. This is because when Natterhub contracts with schools to use the Social Media Platform Service, they are considered “data controllers” of personal data. Natterhub acts on behalf of the school as data controller in regards to what personal data Natterhub processes to provide the Social Media Platform Service. Natterhub is therefore, considered a “data processor” of that personal data.

When a data controller uses a data processor, a data processing agreement must be drawn up to identify the responsibilities and liabilities of each party for the processing of personal data.

This Data Processing Agreement forms part of the agreement between the school and Natterhub along with the Standard Terms and Conditions and the School Terms and Conditions. The definitions used in the School Terms and Conditions apply to this agreement. The definitions used in the Standard Terms and Conditions do not apply to this Data Processing Agreement. If there is a conflict between any of these documents, the School Terms and Conditions shall take precedence.

Definitions

In this Schedule, the following words and expressions shall have the following meanings:

"Applicable Data Protection Law"	means the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003; any other applicable law relating to the processing, privacy and/or use of Personal Data; any laws which implement or supplement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Data Controller", "Data Processor", "Data Subject", "Processing" and "Process"	shall have the meanings given in Applicable Data Protection Law as amended from time to time;
GDPR	means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
"Personal Data"	means personal data (as defined in the Applicable Data Protection Law) relating to the Customer’s current and former pupils, teachers, and other staff (e.g. administrator, classroom assistants)

Any reference to writing or written communications includes faxes, emails and writing in any electronic form.

General Provisions
1. By using the Social Media Platform Service, and by supplying Natterhub with Personal Data, the Customer shall agree to the following terms within this Data Processing Agreement.
2. The Customer and Natterhub agree that, for the purposes of Applicable Data Protection Law, Natterhub is a Data Processor and the Customer is a Data Controller in respect of the Personal Data comprising Personal Data described in Annex A of this Data Processing Agreement.
3. Natterhub and the Customer shall comply with all Applicable Data Protection Law in respect of the Processing of the Data.
4. Natterhub shall Process the Personal Data as a Data Processor for the purposes described in Annex A of this Data Processing Agreement and otherwise strictly in accordance with the documented instructions of the Customer (the "Personal Data Permitted Purpose"), except where otherwise required by any UK law applicable to Natterhub.
5. The Customer hereby instructs and authorises Natterhub to Process the Personal Data for the purposes described in Annex A to this Data Processing Agreement, and as otherwise reasonably necessary to enable Natterhub to provide the Social Media Platform Service to the Customer.
6. The Customer acknowledges and agrees that actions taken through the Social Media Platform shall constitute documented instructions for the purposes of this Data Processing Agreement.
7. The Customer warrants and represents that it has a lawful basis (pursuant to Applicable Data Protection Law) for collecting, using and supplying all Personal Data to Natterhub in connection with the School’s use of the Social Media Platform Service and a lawful basis of processing the Personal Data by both the Customer and Natterhub for the purposes set out under Annex A of this Data Processing Agreement.
8. The Customer warrants and represents that it has informed the relevant Data Subjects on the use of their Personal Data as required by the Applicable Data Protection Law.
9. The Customer shall indemnify Natterhub against all costs, claims, damages, expenses, losses and liabilities incurred by Natterhub arising out of or in connection with any failure (or alleged failure) by the Customer to have a lawful basis for Processing Data.
International Transfers
1. Natterhub shall not transfer the Personal Data (nor permit the Personal Data to be transferred) outside of the European Economic Area ("EEA") unless it first takes such reasonable and appropriate measures as are necessary to ensure any such transfer is in compliance with Applicable Data Protection Law.
Confidentiality of Processing
1. Natterhub shall ensure that any individual that it authorises to process the Personal Data which includes the Natterhub’s staff, agents and subcontractors (denoted as an "Data Authorised Person") shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty or otherwise), and shall not permit any person to Process the Personal Data who is not under such a duty of confidentiality.
2. Natterhub shall ensure that a Data Authorised Person Process the Data only as necessary for the Personal Data Permitted Purpose.
Security
1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing to be carried out by Natterhub, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Natterhub shall implement appropriate technical and organisational measures to protect the Personal Data from:
  1. accidental or unlawful destruction,
  2. accidental loss, alteration, unauthorised disclosure or access, and
  3. any other breach of security
2. Sub-clauses 5.1.1, 5.1.2. and 5.1.3 arising alone or together shall be denoted as a "Security Incident").
Subcontracting
1. Natterhub may appoint sub-contractors to carry out any or all of its Processing activities in accordance with the terms of this clause 6.
2. The Customer hereby authorises in connection to Social Media Platform Service to appoint third parties to provide:
  1. web and app research and development;
  2. customer and technical support;
  3. communication services;
  4. electronic data storage and transmission services.
3. The Customer hereby authorises Natterhub to appoint the sub-contractors listed in Annex B to this Data Processing Agreement to carry out Processing activities in connection with the Personal Data. Natterhub shall use reasonable endeavours to promptly notify the Customer of any changes to the identity of such third parties from time-to-time.
4. Save as permitted by paragraphs 6.2 and 6.3, Natterhub shall not appoint any other sub-contractor in connection with the Processing of the Personal Data without the prior permission of the Customer.
5. Where Natterhub appoints a sub-contractor pursuant to this clause 6, it shall ensure that Natterhub imposes data protection terms on any subcontractor it appoints that protects the Personal Data to the same standard as those provided for in this Data Processing Agreement, and meet the requirements of Applicable Data Protection Law.
6. Natterhub acknowledges that it remains fully liable for the acts, errors or omissions of any of its sub-contractors in respect of the Processing of the Personal Data.
Cooperation and Data Subject Rights
1. Natterhub shall provide reasonable and timely assistance (including by appropriate technical and organisational measures) to the Customer (at the School’s Customers expense) to enable the Customer to respond to:
  1. any request from a Data Subject to exercise any of their rights under Applicable Data Protection Law (including rights of access, correction, objection, erasure and data portability, as applicable); and
  2. any other correspondence, enquiry or complaint received from a Data Subject, regulator or other third party in connection with the processing of the Personal Data.
2. In the event that any such request, correspondence, enquiry or complaint is made directly to Natterhub, Natterhub shall promptly inform the Customer. Natterhub will provide full details of the request, correspondence, enquiry or complaint and the Customer shall provide all reasonable and timely assistance to Natterhub to enable Natterhub to take appropriate action.
Data Protection Impact Assessment
1. If Natterhub believes or becomes aware that its Processing of the Personal Data is likely to result in a high risk to the data protection rights and freedoms of a Data Subject or Data Subjects, it shall promptly inform the Customer and provide the Customer with all such reasonable and timely assistance as the Customer may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.
Security Incidents
1. Upon becoming aware of a Security Incident, the affected party shall inform the other party without undue delay and shall provide all such timely information and cooperation as the other party may reasonably require including in order for the affected party to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law.
2. The parties shall each further take all such measures and actions as are reasonably necessary to remedy or mitigate the effects of the Security Incident and shall keep the other party up-to-date about all developments in connection with the Security Incident.
Deletion or Return of Data
1. Upon written request by the Customer or within a reasonable time after the termination of the agreement between Natterhub and the Customer, Natterhub shall destroy all Personal Data (including all copies of the Personal Data) in its possession or control (including any Personal Data subcontracted to a third party for processing) when it is acting as a Data Processor for the Customer.
2. This requirement shall not apply to the extent that Natterhub is required by any UK or EU (or any EU Member State) law to retain some or all of the Personal Data, in which event Natterhub shall isolate and protect the Personal Data from any further processing except to the extent required by such law.
Audit
1. Natterhub shall permit the Customer (or its appointed third party auditors) to audit Natterhub's compliance with this Data Protection Agreement, and shall make available to the Customer all information, systems and staff for the Customer (or its third party auditors) to conduct such an audit or inspection.
2. The cost of the audit or inspection shall be incurred by the Customer and the Customer will provide four (4) weeks notice before the Customer’s audit or inspection, or its appointed third party auditors, and agrees to undertake the audit or inspection within week days (Monday - Friday) and working hours (9am - 5pm).
3. The School User or the nominated third party auditors shall avoid causing (or, if it cannot avoid, minimise) any damage, injury or disruption to Natterhub or its subcontractors' business.
4. The Customer (or its appointed third party auditors) shall agree to sign a “Confidentiality Agreement” in order to audit or inspect Natterhub’s compliance with this Data Protection Agreement. Should the Confidentiality Agreement be breached by the Customer or the auditor acting on behalf of the Customer then the Customer shall indemnify Natterhub against all costs, claims, damages, expenses, losses and liabilities incurred by Natterhub arising out of or in connection with any failure (or alleged failure) by the Customer to comply with the terms of the Confidential Agreement.
5. The Customer will not exercise its audit rights more than once in any twelve (12) calendar month period, except:
  1. if and when required by instruction of a competent data protection authority; or
  2. the Customer believes a further audit is necessary due to a Security Incident suffered by Natterhub.
6. The information and audit rights of the School User under paragraph 11.1 shall apply only to the extent required by Applicable Data Protection Law.

Annex A

Data Processing Description

This Annex A forms part of the Data Processing Agreement and describes the Processing that Natterhub will perform on behalf of the Customer.

Data Subjects

The Personal Data of the Customer to be processed concern the following categories of Data Subjects:

Pupils
Staff members

Categories of Personal Data

The Personal Data of the Customer to be Processed concern the following categories of data:

school name, contact and profile information (including school administrator contact information, school postal address, phone number and email address), title, staff name, staff username, staff contact information (including work phone numbers and work email addresses), role, personal photos and images of staff and pupils, pupil’s full name, age, date of birth gender, class name, year group and groupings, unique pupil number and any other information relating to staff and pupil profile.
Interactions with Natterhub: Details of interactions that the Customer and its staff have with us regarding the Social Media Platform Service;
Interactions by or between staff and pupils: Details of interactions by or between staff and pupils when using our Social Media Platform Service, together with any other information that the staff and pupils may provide through the Social Media Platform Service, for example, through writing personal messages on the Natterhub Platform or providing privately information.
Information collected automatically: relating to the Social Media Platform Service about how a user’s device has interacted with the Site, including the resources and pages accessed and links clicked, download errors, length of visits to certain pages/resources, page/resource interaction information, and methods used to browse away from any page/resource;
Learning and Activity Information: answers submitted by users of Social Media Platform Service, awards and achievements provided, communications between staff and pupils and between pupils in relation to learning and activity information.

Processing Operations/Permitted Purposes

The Personal Data will be obtained, held and used by Natterhub to enable Natterhub to carry out its obligations arising from the terms and conditions entered into between the Customer and Natterhub regarding the use by the Customer and its users of the website and the service provided by Natterhub.

Annex B

Approved Subcontractors

Name	Processing
Quickbooks	Payment and recording
AWS	Hosting, maintenance, backup and storage (UK based)
Cloudinary	Storage and backup of images
Zendesk	Administration and customer support
Sendgrid	Transactional and service emails (EU and US-based)
Mailchimp	Marketing emails and CRM
Google Cloud Platform	Customer administration, record keeping and email
Twinkl Hive Ltd	Website support and application development; Customer support and administration
Twinkl Ltd	Website support and application development Customer support and administration
Twinkl Aus Pty Ltd	Website support and application development Customer support and administration

Privacy Policy

Who we are

Natterhub Ltd is a company registered in England and Wales with company number 1123578. Our registered address is The Surrey Technology Centre, The Surrey Research Park, Guildford, Surrey, GU2 7YG.

We offer a safe, gated educational social media platform for primary schools. It is populated with interactive weekly lessons on all aspects of online safety for year 1-6. Natterhub looks and functions like 'real' social media but it is gated to the school environment meaning that children can explore and play in a safe, online space to properly understand the benefits and potential pitfalls of social media. In this policy, we call this our social media platform.

You can contact us by emailing us on info@natterhub.com or writing to us at:

The Surrey Technology Centre The Surrey Research Park Guildford Surrey GU2 7YG.

Who is our data protection officer?

Our data protection officer is Deepak Sareen. He can be contacted by email on dpo@natterhub.com.

What does this privacy policy apply to?

This policy applies to any personal information you provide to us to:-

receive our newsletters;
attend our events;
receive customer and technical support;
receive marketing information;
use our website or Microsoft Teams or Google Classroom before signing into our social media platform;
use our app before signing into our social media platform; or
enter any competition or giveaway we may run.

It does not apply to any personal information entered into our social media platform. This is because your school is in control of this personal information. To find out more about how your personal information is used in our social media platform, please contact your school.

The only personal information this policy applies to in relation to your use of our social media platform is your performance and usage data which we use to improve our service.

Throughout our website we may link to other websites owned and operated by third parties (including Microsoft Teams and Wonde). These other third party websites may also gather information about you in accordance with their own separate privacy policies. For privacy information relating to these other third party websites, please consult their privacy policies as appropriate.

In this Privacy Policy, we will refer to the ‘UK GDPR’. This is the General Data Protection Regulation tailored by the Data Protection Act 2018.

Our collection and use of your personal information

We collect personal information about you when you access our website, register with us, request our email newsletter contact us, send us feedback, register to attend our events, complete customer surveys or participate in competitions via our website.

We collect this personal information from you either directly, such as when you register with us or contact us or indirectly, such as your browsing activity while on our website (see ‘Information we collect automatically’ below for more information).

We collect this information for:

Our newsletter: Our newsletter provides useful updates, advice and tips to help users get the most out of our social media platform. When you register to receive our newsletter, you provide us with your name and email address. Our purpose in using this information is to send you our newsletter and to personalise it to you. Our lawful basis for using your personal information in this way is legitimate interests. Our legitimate interests are meeting your expectation in providing you with a newsletter that you have requested. Although our newsletter does not contain any direct marketing content, you may still opt-out or reduce the frequency of our newsletter at any time.

Providing customer and technical support: We may ask for your name, account name, school details and email address when you request customer or technical support. You provide this information when you send a customer or technical support request to us or in correspondence with us. Our purpose in using this information is to provide you with effective and personalised support. Our lawful basis for using your personal information in this way is legitimate interests. Our legitimate interests are providing you with technical and customer support to enable your use of our service which your school has signed up for. Additionally, in order to provide you with customer support, we have a system that allows us to impersonate your account without us knowing your login details. We use this system to see problems that you may have been having and to offer solutions. Where this system involves the use of any of your personal information, our lawful basis for this use is legitimate interests with our legitimate interests being providing you with technical and customer support.

Competition entries and free giveaways: We may collect and use the personal information of participants for any competitions or giveaways that we hold. We may ask for your name, school address, postal address, and email address. You would provide this information when you register for the competition or giveaway. Our purpose in using this information is to enable you to take part in the competition or giveaway. Our lawful basis for using your personal information in this way is consent as you will give us permission to use your personal information in this way when you register for the giveaway or competition.

Events: We may collect and use the personal information of those attending any events (whether online or in person) that we run. We may ask for your name, school address, postal address, and email address. You would provide this information when you register for the event. Our purpose in using this information is to enable you to attend and take part in the event. Our lawful basis for using your personal information in this way is consent as you will give us permission to use your personal information in this way when you register for the event.

Marketing at events: We may collect and use your personal information if you provide it to us at education conventions and events. We may ask for your name, school name and address, job role, email address and telephone number. Our purpose in collecting this information is to provide you with further information on our products and services. Our lawful basis for using your personal information in this way is consent as you will give us permission to use your personal information in this way when you provide us with the information at the education convention or event.

Research and development: we may conduct market research or testing of new products. We may conduct research through polls, surveys, data usage, and product testing and, in conducting these, we may ask for your name, address, email address, telephone number, age, gender, year group, reviews, evaluations and opinions. You would provide this information when you sign up to take part in the research activity or as part of the research activity. Our purpose in using this information is to improve and develop our service. Our lawful basis for using your personal information in this way is consent as you will give us permission to use your personal information in this way when you sign up to take part.

Testimonials: We may collect testimonials or feature customer stories from you to promote our services. The information collected may include, name, school, year, year group taught, country and comments. You would provide this information when you provide the testimonial. Our purpose in using this information is to promote our services and develop our business. Our lawful basis for using your personal information in this way is consent as we would also ask your permission to use a testimonial that you provide to us.

Referrals: We may collect and use your name, email address and school details when that information is provided by someone you know referring you to our website. We may also collect and use your name, email address and school if you refer someone to us. Our purpose in using this information is to promote our services and develop our business. Our lawful basis for using your personal information in this way is legitimate interests. Our legitimate interests are business development and meeting the expectations of those providing referrals.

Lawful Basis

When we use your personal information we are required to have a lawful basis for doing so. There are various different lawful bases on which we may rely, depending on what personal information we process and why. These are detailed above. If you have any questions on them, please get in touch with us.

Where the lawful basis is consent, you have the right to withdraw your consent at any time. To withdraw your consent, please contact our Data Protection Officer using the details above.

Information we collect automatically

Usage Data

Like all online services, when you visit or use our website and app, we will capture and process usage data.

This usage data is ultimately processed to deliver reliable, secure and accurate services to you and to consistently enhance, improve and optimise your experience of using our website and social media platform.

We may use third parties to collect and capture usage data such as your IP address, type, operating system, device information and your mobile carrier. Additionally, we may receive or collect additional information such as the referring web page, referring search terms, and pages visited. We may use your IP address to determine your approximate location. We do not sell this data to any third parties but use it for security reasons. Our lawful basis for this processing is legitimate interests. Our legitimate interest is to measure the effectiveness of all our services to:

understand how they are used so we can improve them for you;
ensure they are engaging and relevant to your needs;
provide security to our systems and services; and
ensure our business continuity through retention.

Cookies and other Tracking Technologies

A cookie is a small text file that is downloaded onto a computer or smartphone when the user accesses a website, providing functionality.

At present we do not use third party partners to do this and will update this privacy notice should we do so.

Our website uses cookies and stored device data for the following purposes:

to ensure the correct technical functionality of the services we provide and optimise global performance - for example, to help you find the most relevant content (i.e. resources) and get that content to you quickly and accurately;
to maintain website security, prevent website abuse and ensure legislative/regulatory compliance - for example, to prevent cyber-attacks;
to compile, and enrich, internal business data regarding aggregate website traffic and activity - for example, to help us to understand our most popular website pages, visit sources and time-of-day traffic;
to help to improve our services to you and better meet your future needs through aggregated information - for example, to understand your needs and preferences so as to improve your website experience.

Our lawful basis for using cookies in this way is legitimate interests. Our legitimate interests are security, service improvement and marketing.

You can choose to remove or disable cookies via your browser settings. Our website or social media tool may not work properly if you disable or decline cookies.

Who do we share your personal information with?

We will share your personal information with our employees to enable them to provide our services to you.

We also share your information with third parties to help us operate, provide, improve, integrate, customise, support and market our services. We undertake appropriate measures to ensure that these third parties are compliant with data protection laws and security and always ensure that the appropriate legal documentation is in place.

We use service providers to provide website and application development and support, hosting, maintenance, back-up, storage, payment processing, analysis and other services for us, which may require them to access or use information about you.

If a service provider needs to access information about you to perform services on our behalf, they do under instruction from us, and must abide by our policies and procedures designed to protect your information

Our current service providers are:

Name	Processing
Quickbooks	Payment and recording
AWS	Hosting, maintenance, backup and storage (UK based)
Cloudinary	Storage and backup of images
Zendesk	Administration and customer support
Sendgrid	Transactional and service emails (EU and US-based)
Mailchimp	Marketing emails and CRM
Google Cloud Platform	Customer administration, record keeping and email
Twinkl Hive Ltd	Website support and application development; Customer support and administration
Twinkl Ltd	Website support and application development Customer support and administration
Twinkl Aus Pty Ltd	Website support and application development Customer support and administration

We may also share information about you with third parties when you give us your consent to do this. For example, we may share personal testimonials of our services on third party websites and on social media platforms.

In some very rare cases, we may share your information with a third party if we believe that sharing is reasonably necessary to:

comply with an applicable law, legal process or governmental request, including to meet national security requirements;
enforce our agreements, policies and terms of service;
protect the security and integrity of our social media platform;
protect us, you or the public from harm or illegal activities;
respond to an emergency which we believe in good faith requires us to disclose; information to assist in preventing the death or serious bodily injury of any person.

Transferring your personal information internationally

Your personal information may be transferred and processed in countries other than in the country in which you live. These countries may have data protection laws that are different to the laws of the country in which you reside.

We may also transfer your personal information to countries which are located outside the United Kingdom (UK) and European Economic Area (EEA).

Such countries may not have the same data protection laws as the UK and EEA. Any transfer of your personal information will be subject to a European Commission approved contract (as permitted under the UK GDPR) that are designed to help safeguard your privacy rights and give you remedies in the unlikely event of a misuse of your personal information.

How long do we keep your personal information?

We will retain personal information where we have a contractual, legal or legitimate obligation to do so. We will retain such information for as long as reasonably required to meet such contractual, legal or legitimate obligations. We may have to retain your information for a number of years in order to satisfy these obligations. For example, we may need to comply with an applicable UK, EU or international law with regards to tax and accounting requirements.

When we have no purpose and lawful grounds to use your information, or where you can exercise your rights under your country’s data protection law, we will take reasonable steps to delete or anonymise it.

How do we keep your personal information secure?

We have safeguards in place to protect your personal information. These measures are reviewed regularly and updated when necessary to meet our business needs and regulatory requirements. Examples of procedures and organisational measures include, but are not limited to:

encryption of your personal information when in transit and storage;
role-based access of data through strict policies and procedures;
employees and contractors subject to the relevant confidentiality commitments and vetting (e.g. employment checks, contracts and confidentiality agreements);
on-going training on systems, software and training in security and data protection laws;
policies, procedures and technical measures to protect against accidental loss and unauthorised access, use, destruction or disclosure of data. Some examples are: firewalling and content filtering; virus/malware scanning and protection; vulnerability scanning; multi-factor authentication; pseudonymization; logging, monitoring, inventory and auditing; secure design; privacy impact assessments, physical security controls; system authentication/role-based access control, high availability configuration and regular backups;
business continuity and disaster recovery strategies, designed to safeguard the our continuity and to protect you and your personal information.

We will take steps reasonably necessary to ensure that your personal information is protected. Although we do our best to keep your personal information safe, we cannot guarantee the security or integrity of any personal information which is transferred from you or to you via the Internet. The use of the Internet is not entirely secure and no company can ever make this guarantee to you. Any transmission is therefore, at your own risk.

How do we use social media?

We may use social media and social networking services for promoting our business, communicating with you and supporting the teaching community. In order to do this, we require the use of third party service providers, such as Facebook, Twitter, LinkedIn, Instagram, and YouTube.

Our social media pages, groups, feeds and channels are administered by these third parties:

Our Facebook page is administered by Facebook, in accordance with Facebook's Data Policy available here, and is accessible by Facebook users who have already consented to Facebook's Data Policy.
Our Twitter account is administered by Twitter, in accordance with Twitter's Privacy Policy available here.
Our Instagram account is administered by Instagram in accordance with Instagram’s Privacy Policy available here.
Our YouTube channel is administered by YouTube, in accordance with their privacy policy available here.
Our LinkedIn page is administered by LinkedIn, in accordance with their privacy policy available here.

We do not export information on our followers from these social media platform to our own systems unless we have your explicit consent to do so or your public profile is linked to your organisation (e.g. LinkedIn).

We may message you directly through social media when you contact us through these platforms. We aim to delete these messages as soon as we have responded to the queries.

Marketing

We would like to send you information about our products and services, competitions, events and special offers, which may be of interest to you. Where we have your consent or it is in our legitimate interests to do so, we may do this by post, email, telephone, text message (SMS) or automated call.

We will only ask whether you would like us to send you marketing messages when you tick the relevant boxes when you register with us, register for a competition, giveaway or event or sign up to provide feedback.

If you have previously agreed to being contacted in this way, you can unsubscribe at any time by:

emailing us at info@natterhub.com; or
using the ‘unsubscribe’ link in emails or ‘STOP’ number in texts.

It may take up to 5 days for this to take place.

For more information on your rights in relation to marketing, see ‘Your rights’ below.

Your Rights

Under the UK GDPR you have a number of important rights free of charge. In summary, those include rights to:

fair processing of information and transparency over how we use your use personal information;
access to your personal information and to certain other supplementary information that this privacy policy is already designed to address;
require us to correct any mistakes in your information which we hold;
require the erasure of personal information concerning you in certain situations;
receive the personal information concerning you which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to a third party in certain situations;
object at any time to processing of personal information concerning you for direct marketing;
object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you;
object in certain other situations to our continued processing of your personal information;
otherwise restrict our processing of your personal information in certain circumstances; and
claim compensation for damages caused by our breach of any data protection laws.

For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner’s Office (ICO) on individuals rights under the UK GDPR.

If you would like to exercise any of those rights, please:

email, call or write to our Data Protection Officer.
let us have enough information to identify you.
let us have proof of your identity and address (a copy of your driving licence or passport and a recent utility or credit card bill), and
let us know the information to which your request relates.

How to complain

We hope that we can resolve any query or concern you raise about our use of your information.

The UK GDPR gives you the right to lodge a complaint with a supervisory authority, in particular in a European Economic Area state or in the United Kingdom if you work, normally live or if any alleged infringement of data protection laws occurred in the relevant state. The supervisory authority in the UK is the Information Commissioner who may be contacted at https://ico.org.uk/concerns/ or telephone: 0303 123 1113.

Updates to this Privacy Policy

This website privacy policy was published on 1st April 2020 and last updated on 22nd August 2022.

We may change this website privacy policy from time to time and when we do we will inform you by updating this page