The Greenhouse Terms and Conditions of Use Please read these Conditions carefully before accessing or using this our resources and materials. If you (the "User") agree to be bound by them, please click on the "I Agree" button below. If you do not agree to be bound by the Conditions, you do so, you will not be able to access or use the Software. Interpretation In the context of these Terms and Conditions (unless the context otherwise requires): Centre - means an educational establishment or other organisation approved by the Licensor to use the Software to manage its assessment process; Conditions - means these terms and conditions or any of them; Confidential Information - means all information (whether written or oral) on or relating to the Software which is available only to users and know-how of the Licensor supplied or disclosed to users or their employees, contractors or representatives both before the commencement of and during the term of the Licence in accordance with these Conditions or otherwise; Licence - means the licence granted pursuant to Condition 2; Malicious Code - means any virus, worm, Trojan Horse, cancelbot or any other destructive or contaminating program; Parties - means the Licensor and the User; Permitted Use - means use of the Software to access the User's portfolio of assessment work and upload work to the same in connection with the course agreed between the Licensor, the User and the relevant Centre; Personal Data - shall have the meaning given to that expression in the EU General Data Protection Regulation 2016/679; Services - any service that the Licensor provides to the User, including but not restricted to, providing access to the Software and the documentation on how to use the Software, providing technical support on how to use the Software; Software - means any software made available by the Licensor to the User as amended from time to time, including but not restricted to, the software the Licensor makes available through its online websites and any third party mobile software distribution platform such as the Apple App Store, Google Play, Amazon Appstore and Windows Store. The headings in these Conditions are for convenience only and shall not affect their interpretation. The singular shall include the plural and vice versa and each of the male, female and neutral pronouns shall be interchangeable. Reference to any rule of law includes common law, statute or statutory regulations, applicable laws of the European Union and the decisions of any court of competent jurisdiction. Licence - The Licensor grants to you (the "User") a non-exclusive non-transferable licence to use the Software for the Permitted Use and subject to all the provisions of these Conditions until the Licence expires or is terminated in accordance with Condition 8 or otherwise. The User shall not use the Software other than for the Permitted Use. Obligations of the User The User: agrees to be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment and access lines necessary to access and use the Software, except for the Software which the Licensor will make available for the User's use pursuant to these Conditions. Agrees to maintain the confidentiality of its login ID and password. The User is responsible for all use of its account, whether or not such use was actually or expressly authorised by the User. Acknowledges that the Licensor has access to the User's Personal Data and allows the Licensor to access and user the User's Personal Data in order to provide the Services, subject to all applicable data protection legislation. Agrees to be contacted by the Licensor from time to time about the Services using the contact details the User has provided in the Software. Acknowledges that the Licensor may from time to time amend the Software as the Licensor reasonably considers necessary to reflect changes in the relevant requirements and procedure. Agrees to indemnify the Licensor and keep the Licensor at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Licensor on a solicitor and own client basis) and other liabilities however arising directly or indirectly as a result of any breach or non-performance by the User of any of the User's obligations under these Conditions. Restrictions on User The User: Shall not use the Software other than for the Permitted Use nor use the Software for the purpose of operating a bureau service for third parties. Shall not make any copy of the whole or any part of the Software. Shall not merge or combine the whole or any part of the Software with any other software. Shall not upload to the Software any material that is obscene, offensive, threatening, insulting, defamatory, racist, sexist, in breach of copyright or any other intellectual property right, in breach of any applicable law or damaging to data, the Software or the performance of the Licensor's or any other person's computer system. Shall not attempt to access the portfolio of any other user or any other part of the Software which the User is not authorised to access. shall not publish any hyperlinks to or from the Software. shall not tamper with the Software in any way whatsoever, including without limitation by introducing Malicious Code. Monitoring The Licensor may, at its discretion, monitor the User's use of the Software to determine and ensure compliance with these Conditions and to protect itself and other users from fraudulent, unlawful or abusive use of the Software. The Licensor may also disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of the Licensor or to comply with any law, regulation or government request. Intellectual Property Rights The User agrees that all copyright, database rights, trade marks, know-how and other intellectual property rights in the Software are and remain the exclusive property of the Licensor. Subject to the limitation contained in Condition 14, the Licensor will indemnify the User and hold the User harmless against costs, expenses and liabilities reasonably incurred or sustained by the User directly resulting from any claim by any third party against the User that the Software infringes any intellectual property rights of such third party, provided that: The User notifies the Licensor immediately in writing of any notice of any such claim; The User co-operates with the Licensor in all reasonable respects in connection with the investigation and defence of any such claim; The Licensor shall have sole control of the defence of any such claim and all negotiations for its settlement or compromise. If the Software becomes or is, in the Licensor's opinion, likely to become, the subject of a claim for copyright, patent or trade mark infringement or trade secret misappropriation, the User will permit the Licensor, at the Licensor's expense, to: procure for the User the right to continue using the Software; or replace or modify the same so that it becomes non-infringing; or terminate the Licence. Where third party software is supplied by the Licensor in conjunction with the Software, such supply is subject to the third party supplier's terms and conditions, sample copies of which can be provided on request. The Licensor makes no separate representations and offers no separate warranties in respect of such third party software and its operation. Warranties The Software is provided by the Licensor and accepted by the User "as is" and "as available". The Software is a tool to aid the User, but the User should satisfy itself that all course requirements are met and that all work uploaded using the Software is received by the relevant Centre. The Licensor will not be under any liability if the Software is used in a manner in breach of this Condition. Except as expressly provided in these Conditions, all other warranties and conditions, express or implied, including any warranties of satisfactory quality or fitness for any particular purpose, are specifically excluded and disclaimed to the fullest extent permitted by law. The Licensor will at all times use reasonable endeavours to maintain an uninterrupted and error-free service; however, the Licensor makes no representations or warranties that use of the Software will be uninterrupted or error-free. The Licensor cannot accept any responsibility for interruption to the availability of the Software if this is due to circumstances beyond the Licensor's direct control, in particular, interruption to the availability of the internet or the communications links which are provided to the Licensor by third parties. Term and Termination The Licence shall remain in force for the duration agreed between the Licensor, the User and the Centre that the User attends. The Licensor may terminate the Licence immediately by giving notice in writing to the User if the User commits any continuing or material breach of any of the provisions of these Conditions and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied. Consequences of termination The expiration or termination of the Licence shall be without prejudice to the accrued rights of the Parties and any provision of these Conditions which relates to or governs the acts of the Parties subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination. If the Licence is terminated then the User shall immediately cease to use the Software. No partnership or agency The User shall not pledge the credit of the Licensor nor represent itself as being the Licensor nor an agent, partner, employee or representative of the Licensor and shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied, on behalf of the Licensor and nothing in these Conditions shall operate so as to constitute the User an agent, partner, employee or representative of the Licensor. Assignment and Third Party Rights The Licence and all the rights and benefits of the User under these Conditions may under no circumstances be assigned, disposed of, transferred, held in trust or otherwise dealt with by the User in any way whatsoever. The User agrees that the Licensor may delegate or subcontract the responsibility for performing any of its obligations hereunder to any third party at any time whatsoever. It is the intention of the Parties that nothing in these Conditions shall confer on any third parties any rights or benefits. Force majeure The Licensor shall not be responsible to the User for any delay in performance or non-performance due to any causes beyond the reasonable control of the Licensor including Acts of God, earthquakes, floods, fires, riot, terrorist activity, war, embargoes, strikes or lock-outs. Severance If any of the provisions of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties agree to attempt to substitute for any valid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Liability Except in respect of death or personal injury caused by the negligence of the Licensor or its employees, the Licensor shall not be liable to the User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any indirect, special or consequential loss or damage (whether for loss of profit, data or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Licensor, its employees or agents or otherwise) which arise out of or in connection with the Software and the entire liability from time to time of the Licensor under or in connection with the Software shall not exceed £5,000. Data Protection The Licensor will hold all Personal Data supplied by the User to the Licensor in accordance with the provisions of the EU General Data Protection Regulation 2016/679. Confidentiality The User undertakes to the Licensor to: keep confidential all the Licensor's Confidential Information and not to disclose any of the Licensor's Confidential Information to any person; use the Licensor's Confidential Information solely for using the Software for the Permitted Use in accordance with these Conditions. The provisions of Condition 16.1 shall not apply to the extent that the Licensor's Confidential Information is in the public domain; or trivial or obvious. For the avoidance of doubt, the Licensor's Confidential Information shall not be deemed for the purpose of this Condition 16 to be in the public domain if it is known by other users as a consequence of the use by such persons of the Software. The Licensor shall keep confidential all information inputted by the User in the course of using the Software for the Permitted Use and shall not disseminate such information to any third parties (except the relevant Centre), save as required by law. Waiver No failure of the Licensor to exercise any power given to it hereunder or to insist upon strict compliance by the User with any obligation or condition hereof and no custom or practice of the Parties at variance with these Conditions shall constitute a waiver of any of the Licensor's rights under these Conditions. Notices Any notice required to be given hereunder by any party shall be in writing sent by prepaid recorded delivery or registered post or by email and shall be deemed effective if sent by post at the expiration of 72 hours after the same was posted whether or not received or, if by email, when sent to the correct email address of the addressee. Each of the Parties shall notify the others of any change of postal address or email address within 48 hours of such change. Entire Agreement These Conditions and the documents referred to herein constitute the entire agreement between the Parties, supersede any previous agreement or understanding. All other terms and conditions, express or implied, by statute or otherwise, or imposed or sought to be imposed by the User, are excluded to the fullest extent permitted by law. The Licensor shall have the right to vary these Conditions from time to time by publishing details on the Licensor's website at www.onefile.co.uk. Applicable Law English law shall apply to these Conditions and the Parties agree to submit to the exclusive jurisdiction of the English Courts. Interpretation In the context of these Terms and Conditions (unless the context otherwise requires): Centre means an educational establishment or other organisation approved by the Licensor to use the Software to manage its assessment process; Conditions means these terms and conditions or any of them; Confidential Information means all information (whether written or oral) on or relating to the Software which is available only to users and know-how of the Licensor supplied or disclosed to users or their employees, contractors or representatives both before the commencement of and during the term of the Licence in accordance with these Conditions or otherwise; Licence means the licence granted pursuant to Condition 2; Malicious Code means any virus, worm, Trojan Horse, cancelbot or any other destructive or contaminating program; Parties means the Licensor and the User; Permitted Use means use of the Software to access the User's portfolio of assessment work and upload work to the same in connection with the course agreed between the Licensor, the User and the relevant Centre; Personal Data shall have the meaning given to that expression in the EU General Data Protection Regulation 2016/679;