Standard Terms of Service

Terms and Conditions

The following terms and conditions together with any other operating rules, policies and procedures that may be published from time to time on the Kids Club HQ website including without limit the Kids Club HQ Privacy Notice (collectively, the "Agreement") govern all use of the Kids Club HQ website ( https://www.kidsclubhq.co.uk) and all content, services and products available at or through the website, including, but not limited to, the Kids Club HQ Booking System, Administration System and weekly emails (all or any of which being 'the Services').

Definitions

Kids Club HQ (abbreviated to KCHQ)

Kids Club HQ is owned and operated by Joined-up Solutions Ltd, incorporated and registered in England and Wales with company number 05335754 whose registered office is at 73 The Crescent, Earley, Reading, RG6 7NW .

The Services

The Services , include the Kids Club HQ Booking System, Administration System and weekly emails. The KCHQ application provides an online means for childcare providers, charitable organisations and organisations that run out of school clubs to operate an online process forParents and Carers who wish to book children into childcare, out of school clubs and other activities run by the Organisations.

Organisations

Organisations are KCHQ clients who are childcare providers, charitable organisations and organisations that run out of school clubs. The Organisation that is party to this agreement, is registered with KCHQ for the provision of the Services as has paid the required fee and may be referred to as "you" or "your" in this agreement.

Users

Users are Parents and Carers who wish to book their children onto childcare, out of school clubs and other activities run by the Organisations.

Service Plan

The Service Plan provides access to the services for a specified period.

General Data Protection Regulations (abbreviated to GDPR)

REGULATION (EU) 2016 / 679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Data Controller

Person appointed by an Organisation to carry out the duties of "Data Controller" as defined by the GDPR.

Data Processor

Person or organisation appointed to carry out the duties of "Data Processor" as defined by the GDPR.

Data sub-processor

Person or organisation appointed by a "Data Processor" to carry out the duties of "Data Processor" as defined by the GDPR

Your Kids Club HQ Account

Subject to these terms and conditions, upon creating an account on Kids Club HQ, Kids Club HQ shall provide you with a non-exclusive, non-transferable right to use the Services solely for your internal business operations.

You are responsible for maintaining the security of your account. You are also fully responsible for all activities that occur under the account and any other actions taken in connection with the account.

You must immediately notify Kids Club HQ of any unauthorized uses of your account or any other breaches of security. Kids Club HQ will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Kids Club HQ reserves the right, without liability or prejudice to its other rights, to disable your access to any material that breaches the foregoing provisions.

Your Data

You shall own all right, title and interest in and to all of your data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data.

In the event of any loss of or damage to your data, your sole and exclusive remedy shall be for Kids Club HQ to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up. Kids Club HQ will not be responsible for any loss, destruction, alteration or disclosure of your data caused by any third party.

Kids Club HQ will not share or sell any data stored in your account, Kids Club HQ respects the privacy of you and of your Users data and shall comply with the Kids Club HQ Privacy Notice as amended from time to time.

KCHQ uses sub-processor(s) who are listed in the KCHQ Privacy Notice and who are subject to the same strict security and privacy requirements as KCHQ.

Third Party Providers

You agree that the Kids Club HQ website or the Services may enable or assist you to access the website content of, purchase products and/or services from, third parties via third party websites and that you do so solely at your own risk.

Kids Club HQ makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such third party website or any transactions completed, and any contract entered into by you. For the avoidance of doubt, any contract entered into and any transaction completed via any third party website is between you and the relevant third party, and not Kids Club HQ.

Kids Club HQ does not endorse or approve any third-party website or the content of any of the third-party website made available via its website or the Services.

Payment and Renewal

From the date you create your Kids Club HQ Account, Kids Club HQ shall provide you with a 14 days free trial period on your preferred Service Plan.

Upon the expiration of the trial period, you will be notified and given the opportunity to continue using the Kids Club HQ's paid Services.

Depending on the Service Plan purchased, payments will be charged either annually or monthly on a pre-pay basis at the point you make the purchase and will cover the use of your selected plan for the period and quantity indicated at the time of purchase. Should your usage exceed the selected plan, you will be notified and this agreement will apply to the next higher plan. You will be charged at the next higher Plan rate from the month the plan was exceeded (on a pro-rata basis for 12 monthly Plans).

On the expiry of the current plan the Plan will be automatically renewed for the same period as the expiring plan unless notice of cancellation has been received.

If at any time payment is not made, Kids Club HQ reserves the right to disable your password, account and access to some or all parts of the Services until payment is received.

All amounts and fees payable under the Agreement:

  1. shall be payable in Pounds Sterling or such other currency as Kids Club HQ shall stipulate from time to time;
  2. are (subject to any money back guarantee that Kids Club HQ may offer) non-cancellable and non-refundable.

Kids Club HQ Support

Kids Club HQ may (as it thinks fit) provide general maintenance, including updates and upgrades to the Services during the term of your Plan.

Kids Club HQ shall use reasonable endeavours to give you reasonable prior notice of any scheduled maintenance that is likely to affect the use of the Services but shall not be liable for any failure to do so nor for any related down time of the Services.

The Services include access to email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Kids Club HQ to respond within one business day) concerning the use of the Kids Club HQ website. All Kids Club HQ support will be provided in accordance with Kids Club HQ standard practices, procedures and policies as may be published by Kids Club HQ from time to time.

Confidentiality

Each of Kids Club HQ and you may be given access to confidential information by the other in order to perform its obligations under this agreement. Confidential information refers to any information that is; Personal Information as defined by the GDPR, proprietary or confidential information whether or not it is labelled or identified as such. Confidential information shall not be deemed to include information that:

  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each of Kids Club HQ and its sub-processors identified in Kids Club HQ Privacy Notice, and you shall hold the other's confidential information secure and in confidence and, unless required by law, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the proper provision or use of the Services.

Each of Kids Club HQ and you shall take all reasonable steps to ensure that the other's confidential information whether it be held digitally or in hard copy to which it has access is not disclosed or distributed by its directors, officers, employees, or agents in violation of the terms of this agreement.

Kids Club HQ will not be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

You acknowledge that details of the Services, and the results of any performance tests of the Services, are included in Kids Club HQ's Confidential Information.

The foregoing provisions shall continue in force indefinitely.

General Data Protection Regulations

In addition to the general confidentiality requirements above, the General Data Protection Regulations that are in force from 25th May 2018 have specific requirements with respect to handling Personal Information and reporting data breach. In the context of this agreement, it is agreed that you are the Data Controller and KCHQ a Data Processor. It is further agreed that KCHQ may use Sub-processor(s) as set out in its Privacy Notice.

Day to day operation of the KCHQ system for the purchased plan is included in the 12 monthly or monthly fee as applicable. This includes providing the Organisation and his Controller with the facility to update, download or delete Personal Data.

It is agreed that the Data Controller will have his own Data Processor update, download or delete Personal Data and will ensure that his Organisation sets up and maintains appropriate security for all digital and hard copy of Personal Information held on or passed through the KCHQ platform.

It is agreed that, In the event of a Data Breach by the Controllers Organisation or Users or where the Controller requires other activities by KCHQ above and beyond the day to day operation of the KCHQ platform, additional fees will be charged by KCHQ at the current rate.

Nothing in these terms and conditions grants you any rights in Kids Club HQ or any third party's intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Kids Club HQ. In the same way, your use of the Services does not transfer any of your intellectual property rights to Kids Club HQ, its suppliers and/or its licensors, and all right, title and interest in and to such property will remain solely with you.

The Kids Club HQ logo, and all other trademarks (whether registered or unregistered), service marks, graphics and logos used in connection with the Services are and shall remain Kids Club HQ's trademarks or those of its licensors. Your use of the Services grants you no right or license to reproduce or otherwise use any Kids Club HQ or third-party trademarks.

If you believe that material located on or linked to by Kids Club HQ website violates your copyright or intellectual property rights, you are encouraged to notify Kids Club HQ. Kids Club HQ will respond to all such notices, and where appropriate remove the infringing material and/or disabling all links to it.

Access to and use of the Services will be terminated where it is found that you are infringing any of Kids Club HQ or any third party's copyrights or other intellectual property rights. In such case, you agree that Kids Club HQ will have no obligation to provide a refund of any amounts previously paid or hold Kids Club HQ responsible for any loss or damages.

Unless Kids Club HQ agrees in writing otherwise you grant Kids Club HQ a perpetual world-wide license to use your logos and trademarks such licence to be for the sole purposes of Kids Club HQ's marketing and sales efforts (including without limit being displayed on the home page of the Site).

Use of License

Under the license granted above you may not:

  1. use the Services for any fraudulent or unlawful purpose;
  2. use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
  3. impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services; or express or imply that we endorse any statement you make;
  4. interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks;
  5. transmit or otherwise make available in connection with the Services any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
  6. reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services;
  7. modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services. If you wish to reverse engineer any part of the Services to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;
  8. remove any copyright, trade mark or other proprietary rights notice from the Services or materials originating from the Services;
  9. use any manual or automatic device in any way to gather content or reproduce or circumvent the navigational structure or presentation of the Services without Kids Club HQ's express prior written consent.

The said license shall automatically terminate if you violate any of these restrictions

Changes

Kids Club HQ reserves the right, at its sole discretion, to modify or replace any part of the terms and conditions of the Agreement including without limit its pricing. It is your responsibility to check the Kids Club HQ website periodically for changes to the terms and conditions of the Agreement. When we change the Agreement in a material manner, we will update the 'last modified' date at the bottom and notify you that material changes have been made to the Agreement.

Your continued use of or access to the Services following the posting of any changes to the terms and conditions of the Agreement constitutes acceptance of those changes.

Kids Club HQ may offer new services and/or features through the Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of the Agreement.

Termination

Kids Club HQ may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.

If you wish to terminate this agreement, you must give 30 days notice in writing of your wish to terminate and nominate the date for the account to be closed. You may need to retain some or all of your information for a number of years to comply with HMRC and/or Ofsted rules. During the period of notice you must download any data you need to retain. As soon as reasonably practicable after the date the account is closed KCHQ will delete all of the data associated with the closed account.

Notwithstanding the foregoing, if you have a paid Kids Club HQ account, such account can only be terminated by Kids Club HQ if you materially breach any term or condition of the Agreement which you fail to cure within thirty (30) days of Kids Club HQ's notice.

Kids Club HQ shall be entitled to terminate the Services immediately without any liability to you as part of a general shut down of the Services.

Without affecting any other right or remedy available to it, Kids Club HQ may terminate the Agreement with immediate effect by giving written notice to you if you:

  1. expressly or impliedly repudiate the Agreement by refusing or threatening to refuse to comply with any of its provisions ; or
  2. fail to comply with any of the provisions of the Agreement and (in the case of a failure capable of being remedied) do not rectify such non-compliance within 14 working days of written notice from Kids Club HQ of such failure; or
  3. convene any meeting of creditors or pass a resolution for winding up or suffer a petition for winding up; or
  4. have an administrative receiver or receiver appointed over the whole or part of your assets or suffers the appointment of an administrator; or
  5. being an individual have a bankruptcy order made against you or compound with your creditors or come to any arrangement with any creditors;
  6. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the above mentioned events;

On termination of the Agreement for any reason:

  1. all licences granted under the Agreement shall immediately terminate;
  2. Kids Club HQ may destroy or otherwise dispose of any of your data in its possession;
  3. any rights, remedies, obligations or liabilities of either you or Kids Club HQ that have accrued up to the date of termination shall not be affected or prejudiced.

All provisions of this agreement which by their nature are capable of surviving termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Services are provided "as is". Kids Club HQ its suppliers and licensors hereby and to the fullest extent permitted by law disclaim all warranties of any kind, express or implied, including, without limitation, any warranties of merchantability, fitness for a particular purpose and non-infringement.

Kids Club HQ, nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You agree that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.

Limitation of Liability

In no event will Kids Club HQ, its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:

  1. any special, incidental or consequential damages;
  2. the cost of procurement for substitute products or services;
  3. for interruption of use or loss or corruption of data; or
  4. for any amounts that exceed the fees paid by you to Kids Club HQ under the terms and conditions of the Agreement during the twelve (12) month period prior to the cause of action.

Kids Club HQ shall have no liability for any failure or delay due to matters beyond its reasonable control and in particular but without limit Kids Club HQ is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

General Representation and Warranty

You represent and warrant that

  1. your use of the Services will be in strict accordance with the terms and conditions of the Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside); and
  2. your use of the Services will not infringe or misappropriate the intellectual property rights of Kids Club HQ and/or any third party.

Indemnification.

You agree to indemnify and hold Kids Club HQ, its contractors, and licensors, and its respective directors, officers, employees and agents harmless from and against any and all claims and expenses, including legal and professional fees, arising out of your use of the Services, including but not limited to your violation of these terms and conditions.

Miscellaneous

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision (or part of a provision) of these terms and conditions are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

These terms and conditions (as they are amended by Kids Club HQ from time to time) constitute the entire agreement between the parties.

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Last modified: 21st May 2018