Agreement

Between the customer as detailed in the Pigeonhole Early Years Ltd Service Agreement (hereafter the “Customer”)

and

Pigeonhole Early Years Ltd (hereafter “Pigeonhole Early Years”) Company Registration Number: 16263323

Definitions

“Admin User” means a designated user of the Customer who possesses full administrative access to the Platform.
“Agreement” means these terms and conditions that govern the relationship between Pigeonhole Early Years and the Customer concerning the provision of services by Pigeonhole Early Years.
“Authorized User” refers collectively to all Admin Users, Staff Users, and Family Users who have been granted permission to utilize the Platform.
“Customer Data” refers to all data and information inputted, uploaded, or otherwise provided by the Customer or Authorized Users to the Platform, including but not limited to child records, staff information, and communications.
“Confidential Information” means any information of a confidential nature, whether commercial, technical, or otherwise, including but not limited to know-how, technology, business operations, customer lists, pricing strategies, or any other information that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of its disclosure.
“Family User” means individuals connected to the Customer’s nursery, daycare, or school, such as parents, guardians, or other family members of children attending the Customer’s settings.
“Pigeonhole Early Years Service Agreement” means the document outlining the specific subscription package chosen by the Customer, including details of services, features, and payment terms.
“Maintenance Window” means the scheduled periods during which Pigeonhole Early Years may perform maintenance on the Platform, typically occurring during off-peak hours, as communicated to the Customer.
“Platform” means the nursery management software solution provided by Pigeonhole Early Years, encompassing various features and functionalities as determined by the Customer’s chosen subscription package.
“Staff User” means an employee or contractor of the Customer who has been granted access to the Platform with specific permission rights to perform their job duties.
“Subscription Term” means the duration of the Customer’s subscription to the Platform, as specified in the Pigeonhole Early Years Service Agreement, which may be monthly or annual.

1. Introduction

1.1. These terms and conditions establish the agreement between Pigeonhole Early Years and the Customer regarding the provision of the Platform. This Agreement applies regardless of whether the Customer has a paid subscription or utilizes a trial or free version of the Platform. By accessing or using the Platform, the Customer agrees to be bound by these terms.

1.2. The Pigeonhole Early Years Service Agreement details the Customer’s selected subscription package, including the services, features, and payment terms.

1.3. The Customer will receive the Pigeonhole Early Years Service Agreement via email or within the Platform. Acceptance of the Service Agreement signifies the Customer’s agreement to these Terms of Service. The Service Agreement is subject to the terms outlined in this Agreement.

2. The Platform

2.1. Pigeonhole Early Years provides the Customer with access to the Platform, a nursery management software solution with features determined by the chosen subscription package as described in the Pigeonhole Early Years Service Agreement, including maintenance and support as detailed in Section 6. The Platform is hosted and managed by Pigeonhole Early Years.

2.2. Pigeonhole Early Years may offer additional services or features to the Customer and Family Users, which are optional and may incur additional fees as communicated by Pigeonhole Early Years.

3. License and Limitations

3.1. Pigeonhole Early Years grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Platform and any agreed-upon additional services and features specified in the Pigeonhole Early Years Service Agreement for the specified number of children or users during the Subscription Term.

3.2. The Customer shall not, directly or indirectly:

Copy, modify, translate, adapt, or create derivative works of the Platform.
Reverse engineer, disassemble, decompile, or attempt to discover the source code of the Platform.
Remove, alter, or obscure any proprietary notices on the Platform.
Sublicense, assign, or distribute the Platform to any third party.
Utilize the Platform to develop a competing product or service.
Permit third parties to access or inspect the Platform without written consent from Pigeonhole Early Years.

3.3. Any violation of these limitations constitutes a material breach of this Agreement.

4. Customer Obligations

4.1. The Customer is responsible for:

Providing accurate and up-to-date Customer Data on the Platform.
Maintaining the security of their IT systems and equipment.
Ensuring that Authorized Users comply with the Platform’s Terms of Use and any additional guidelines set by the Customer.
Maintaining the confidentiality of access credentials and passwords.
Complying with all applicable laws and regulations, including data protection and privacy laws.
Obtaining necessary consents from parents or guardians for the collection, processing, and storage of children’s data on the Platform.
Implementing appropriate security measures to protect Customer Data from unauthorized access or disclosure.

4.2. The Customer agrees to act in good faith in all dealings with Pigeonhole Early Years, including providing accurate information about the number of children enrolled at their setting. Any attempt to misrepresent this information to obtain a lower subscription price will be considered a material breach of this Agreement.

5. Access to the Platform and Authorized Users

5.1. Pigeonhole Early Years provides access to the Platform through Admin User accounts. Admin Users can grant Staff Users access and assign appropriate permission rights.

5.2. Admin Users and Staff Users with sufficient permissions can grant Family Users access to the Platform.

5.3. All Authorized Users must agree to the Terms of Use upon initial access. The Customer may establish additional policies for Platform usage.

6. Maintenance, Support, and Operation

6.1. Pigeonhole Early Years will provide the Platform with reasonable skill and care, in a timely and professional manner, adhering to applicable laws and industry best practices.

6.2. Support for the Platform will be provided based on the Customer’s subscription package.

6.3. Support includes onboarding, training, answering questions about Platform usage, basic troubleshooting, and general guidance.

6.4. Bug reports and operational issues can be submitted to the Pigeonhole Early Years support team.

6.5. Support does not include technical consulting or troubleshooting of the Customer’s IT systems.

6.6. Support is available during standard business hours, as communicated by Pigeonhole Early Years.

6.7. Uptime and Maintenance

Pigeonhole Early Years will strive to maintain maximum Platform uptime.
Scheduled maintenance will be performed with minimal disruption, typically during off-peak hours.
Unscheduled maintenance may be necessary to address critical issues, and Pigeonhole Early Years will provide reasonable notice when possible.
Pigeonhole Early Years will monitor the Platform and address incidents promptly.

6.8. Backup

Regular backups of the Platform and Customer Data will be performed.
Backup procedures will comply with industry best practices and applicable data protection laws.

7. Fees and Payment Terms

7.1. The Customer agrees to pay a subscription fee based on the selected subscription package, features, and the number of children or users, as outlined in the Pigeonhole Early Years Service Agreement.

7.2. Additional fees may apply for add-ons or optional services.

7.3. A one-time setup fee may be charged as specified in the Pigeonhole Early Years Service Agreement.

7.4. All fees are exclusive of VAT or other applicable taxes. The Customer is responsible for paying all applicable taxes.

7.5. Pigeonhole Early Years reserves the right to modify subscription fees with reasonable notice, typically provided at least 3 months before the renewal of the Subscription Term.

7.6. Invoices are due within 14 days of the invoice date. Late payments may incur interest charges. Pigeonhole Early Years may suspend access to the Platform for overdue accounts.

8. Intellectual Property

8.1. Pigeonhole Early Years grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription Term, subject to these Terms of Service.

8.2. The Customer acknowledges that:

The Platform, documentation, and trademarks are owned by Pigeonhole Early Years.
The Platform contains intellectual property rights owned or licensed by Pigeonhole Early Years.
Pigeonhole Early Years retains all ownership rights to the Platform and its intellectual property.

8.3. The Customer does not acquire any ownership rights to the Platform or its intellectual property.

8.4. Pigeonhole Early Years may use the Customer’s name and logo for marketing purposes with the Customer’s consent.

8.5. The Customer assigns to Pigeonhole Early Years any feedback or suggestions regarding the Platform, and Pigeonhole Early Years may utilize such feedback without obligation.

9. Confidentiality

9.1. Both parties agree to protect each other’s Confidential Information.

9.2. The Receiving Party may only disclose Confidential Information to employees or contractors with a need-to-know.

9.3. Pigeonhole Early Years’ Confidential Information includes the Platform and its technology.

9.4. The Customer’s Confidential Information includes Customer Data.

9.5. Confidential Information does not include information that is publicly available, known prior to disclosure, rightfully received from a third party, independently developed, or required to be disclosed by law.

10. Personal Data Processing

10.1. Pigeonhole Early Years processes Customer Data as a data processor on behalf of the Customer, who is the data controller. The Customer is responsible for complying with all applicable data protection laws.

10.2. The parties’ data protection obligations are detailed in a separate Pigeonhole Data Processing Agreement (DPA), which is incorporated by reference into this Agreement.

10.3. The Customer retains ownership of Customer Data.

10.4. Pigeonhole Early Years will process Customer Data in accordance with industry best practices and the DPA.

11. Third-Party Services

11.1. The Platform may integrate with third-party services. Pigeonhole Early Years is not responsible for these services.

11.2. The Customer’s use of third-party services is governed by their respective terms and conditions.

11.3. The Customer acknowledges that using third-party services may involve sharing Customer Data with those services.

11.4. The Customer will indemnify Pigeonhole Early Years from any liabilities arising from third-party services.

11.5. The Customer is responsible for ensuring that third-party services comply with applicable laws and regulations.

12. Security and Disclaimer of Warranties

12.1. Pigeonhole Early Years will implement reasonable security measures to protect Customer Data.

12.2. The Platform is provided “as is” without any warranties, express or implied. Pigeonhole Early Years does not guarantee uninterrupted or error-free operation, absolute security, or compatibility with all systems.

12.3. Pigeonhole Early Years is not responsible for third-party integrations.

12.4. Any compliance features offered are provided without liability.

13. Errors and Omissions

The Customer must report any errors or omissions in the Platform promptly, but no later than 30 days after discovery. Failure to do so waives any claim against Pigeonhole Early Years arising from such errors or omissions.

14. Liability and Limitation of Liabilities

14.1. Nothing in this Agreement excludes liability for death, personal injury caused by negligence, fraud, or any liability that cannot be lawfully excluded.

14.2. Neither party is liable for indirect, special, incidental, or consequential damages.

14.3. Loss of data is considered indirect unless it results from Pigeonhole Early Years’ failure to adhere to backup procedures.

14.4. Pigeonhole Early Years is not liable for data loss resulting from the Customer’s actions.

14.5. Pigeonhole Early Years’ total liability is limited to the fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

15. Subscription Term, Termination, and Breach of Contract

15.1. The Subscription Term will automatically renew unless terminated.

15.2. The Customer may terminate the Agreement with 1 months’ written notice. No refunds will be provided.

15.3. Pigeonhole Early Years may terminate the Agreement with 1 months’ written notice.

15.4. Pigeonhole Early Years may terminate the Agreement immediately for non-payment or material breach.

15.5. Upon termination, the Customer must pay all outstanding invoices, and access to the Platform will be terminated. The Customer must also instruct Pigeonhole Early Years regarding the return or deletion of Customer Data, in accordance with the DPA.

15.6. Certain clauses, including those related to intellectual property, confidentiality, and liability, will survive termination.

16. Force Majeure

Neither party is liable for breaches caused by events beyond their control, such as natural disasters, war, or terrorism.

17. Assignment

Pigeonhole Early Years may assign this Agreement. The Customer may not assign this Agreement without written consent.

18. Third-Party Rights

This Agreement does not create any third-party beneficiary rights.

19. Severability

If any provision of this Agreement is found to be invalid, the remaining provisions will remain in effect.

20. Amendments

Pigeonhole Early Years may modify these Terms of Service with [Number] days’ written notice. Continued use of the Platform after the effective date of the changes constitutes acceptance of the new terms.

21. Waiver

A waiver of any right or remedy must be in writing.

22. Notices

All notices must be in writing and delivered by email.

23. Entire Agreement

This Agreement, including the DPA and any applicable Service Agreement, constitutes the entire agreement between the parties.

24. Governing Law and Dispute Resolution

24.1. This Agreement is governed by the laws of England and Wales.

24.2. Any disputes will be resolved through good-faith negotiations. If negotiations fail, the parties may pursue legal remedies in the courts of England and Wales.

25. Limitation on Time to File Claims

Any claim related to this Agreement must be filed within one year after the cause of action accrues.

The Customer acknowledges and agrees that they are solely responsible for complying with all applicable laws and regulations related to the collection, storage, and use of children’s data, including but not limited to data protection laws and child safeguarding regulations. Pigeonhole Early Years provides the Platform as a tool to assist with these tasks but does not assume any responsibility for the Customer’s compliance.
The Customer warrants that they have obtained all necessary consents from parents or guardians for the collection, processing, and storage of children’s data on the Platform.
The Customer agrees to promptly notify Pigeonhole Early Years of any data breaches or security incidents involving Customer Data.
Pigeonhole Early Years reserves the right to access Customer Data for the purposes of providing support, maintaining the Platform, and complying with legal obligations. However, Pigeonhole Early Years will only access Customer Data to the extent necessary and will maintain the confidentiality of such data.