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End User License Agreement

END USER LICENCE AGREEMENT (EULA)

Please read all the terms on this page. Then indicate that you have read and agree to the terms by clicking the button at the bottom of the page.

If you have any questions about this EULA, you can contact the PARE Help Centre at https://support.onlinepare.net/hc/en-gb.


AGREED TERMS

  1. This Agreement and the University of Chester
    • 1.1 By clicking "I agree", registering for an account, or otherwise accessing or using the PARE website or Software, you agree to enter into a legally binding contract with us on the terms set out in this EULA.
    • 1.2 If you are using the PARE website on behalf of your employer, company, or educational organisation, you represent and warrant that you have the authority to enter into this EULA on behalf of that organisation. If you do not have such authority, you shall be deemed to be entering into this EULA in your personal capacity.
  2. Definitions
    • 2.1 "Licensee" means a physical person or legal entity that has acquired a licence to use the Software.
    • 2.2 "EULA" means this End User Licence Agreement.
    • 2.3 "Us", "We" or "Our" means the University of Chester of Senate House, Parkgate Road, Chester, CH1 4BJ, as set out in the Notice of Rights. We may be contacted via the PARE Help Centre at https://support.onlinepare.net/hc/en-gb.
    • 2.4 "PARE" means the Practice Assessment Record and Evaluation tool software together with any associated data, printed materials, electronic documentation, updates, and related services.
    • 2.5 "Software" means the PARE software whether provided as an online service, together with any updates, upgrades, revisions, documentation, or related materials made available by or on behalf of the University of Chester. "Use" means accessing the Software via a web browser for the Licensee's internal educational or business purposes only, and explicitly excludes any commercial exploitation, resale, sublicensing, use within automated decision-support systems, or use for training or operation of generative artificial intelligence systems. No copies of a substantial part of the Software may be made.
    • 2.6 "Cookies" are small text files placed on your computer or device by websites that you visit. PARE users may disable non-essential cookies.
    • 2.7 "Partner" or "Partner University" means the educational institution or employer that has entered into contractual arrangements with the University of Chester for use of the PARE Software and under whose authority the Licensee uses the Software.
    • 2.8 "Licensee Materials" means any documentation, templates, forms, guidance materials, assessment frameworks, placement materials, or other content provided, uploaded, or supplied by the Licensee to the PARE system in its original, pre-existing format, ownership of which remains with the Licensee or the relevant public sector body or Crown copyright holder, as further described in clause 5.
    • 2.9 "PARE Version" means any version of the Licensee Materials that is configured, adapted, digitised, structured, or otherwise developed within the PARE online system, including associated layouts, workflows, data models, field logic, or user interfaces, and which constitutes a separate work owned by the University of Chester, as further described in clause 5.
  3. Changes to These Terms
    • 3.1 We may update this EULA from time to time to reflect changes in law, guidance, or operational requirements, or to introduce additional features.
    • 3.2 We will provide at least thirty (30) days' notice of material changes by email or via notification when you next log into the PARE system.
    • 3.3 Notwithstanding clause 3.2, where changes are required to correct errors, reflect legal requirements, or are otherwise implemented via a click-through acceptance mechanism, such changes may take effect immediately upon acceptance.
    • 3.4 If you do not agree to the updated EULA, you must stop using the Software. Continued use of the Software after the effective date of any update constitutes acceptance of the revised terms.
  4. Grant of Licence
    • 4.1 The University of Chester grants to the Licensee a non-exclusive, non-transferable, non-assignable, and non-sublicensable licence to use the Software in accordance with this EULA, solely for the Licensee's internal operations.
    • 4.2 When using the online services, data may be transferred to and from the PARE system. The University of Chester may access such data for support, troubleshooting, maintenance, security, and service improvement purposes.
    • 4.3 The Software is licensed on a subscription basis and must be renewed periodically.
    • 4.3.1 A subscription licence grants the Licensee the right to use the current version of the Software for a contractually agreed term. If the subscription is not renewed, the right to use the Software automatically ceases at the end of that term.
    • 4.3.2 Subscription licences renew automatically unless the Licensee or funding employer gives not less than three (3) months' written notice prior to the end of the current subscription term.
    • 4.4 One licence entitles use of the Software by the number of users and user types purchased.
    • 4.5 The University of Chester may audit the Licensee's use of the Software on reasonable notice to verify compliance with this EULA.
    • 4.6 The Partner University is the first point of contact for the Licensee regarding assessment processes and operational use of the Software. Technical support is provided via the PARE Help Centre.
  5. Intellectual Property Rights
    • 5.1 Except as expressly stated in this EULA, no rights are granted to the Licensee. All intellectual property rights in and to the Software belong to the University of Chester. Personal assessment data supplied by the Partner University or placement provider organisation remains the property of that Partner University or organisation.
    • 5.2 The Licensee may not reverse engineer, decompile, or disassemble the Software except as permitted by mandatory law and only upon prior written notice to the University of Chester.
    • 5.3 Any infringement of the intellectual property rights of the University of Chester entitles the University of Chester to terminate this EULA for cause with immediate effect in accordance with clause 10.2.
    • 5.4 Any documentation, templates, forms, guidance materials or other content (including assessment frameworks, placement materials, or locally-developed processes) provided, uploaded, or supplied by the Licensee to the PARE system in its original, pre-existing format ("Licensee Materials") shall remain the intellectual property of the authoring Licensee or, where applicable, the relevant public sector body or Crown copyright holder. Nothing in this EULA shall restrict or limit the Licensee's continued use, reuse, modification, sharing, or exploitation of the Licensee Materials in their original format, including for regulatory, educational, clinical, or procurement-related purposes.
    • 5.5 Any version of the Licensee Materials that is configured, adapted, digitised, structured, or otherwise developed within the PARE online system, including any associated layouts, workflows, data models, field logic, or user interfaces (the "PARE Version"), shall constitute a separate work and shall be the intellectual property of the University of Chester. The University of Chester may use, reuse, develop, modify, maintain, and deploy the PARE Version as part of the PARE system for operational, research, service improvement, and compliance purposes, including across multiple partner institutions, provided that: (a) no rights are granted in relation to the Licensee Materials in their original, pre-existing format; (b) the PARE Version does not purport to replicate, redistribute, or publish the Licensee Materials outside the PARE system in their original form; and (c) any reuse of the PARE Version does not imply endorsement by, or attribution to, the Licensee, NHS body, or placement provider organisation.
    • 5.6 For the avoidance of doubt, nothing in this clause 5 transfers ownership of Crown copyright, NHS intellectual property, or other public sector intellectual property to the University of Chester, nor prevents the Licensee from complying with statutory, regulatory, or contractual obligations relating to transparency, audit, or information governance.
  6. Use of the Software
    • 6.1 Use of the Software constitutes acceptance of this EULA.
    • 6.2 Internet access is required to use the Software.
    • 6.3 Cookies may be used in accordance with applicable laws and the PARE cookie policy.
    • 6.4 Any use of the Software in breach of this EULA entitles the University of Chester to terminate this EULA for cause with immediate effect. Upon termination, the licence to use the Software shall automatically cease and no refunds shall be payable.
    • 6.5 The Licensee's systems must meet the technical requirements notified from time to time.
    • 6.6 The Licensee shall comply with all applicable policies referenced on the PARE website, as updated from time to time.
  7. Assignment
    • 7.1 The Licensee may not assign, transfer, or otherwise deal with this EULA without prior written consent of the University of Chester.
    • 7.2 Any unauthorised assignment entitles the University of Chester to terminate this EULA with immediate effect.
    • 7.3 The University of Chester may assign this EULA at any time.
  8. Provided "As Is" and "As Available"
    • 8.1 The Software is provided "as is" and "as available" without warranties of any kind.
    • 8.2 No software is error-free in all circumstances.
    • 8.3 The University of Chester does not warrant uninterrupted or error-free operation.
  9. Updates
    • 9.1 The University of Chester may update the Software to improve functionality or compatibility.
    • 9.2 Access to updates is included in the subscription licence.
    • 9.3 Updates may affect compatibility with third-party systems.
  10. Termination
    • 10.1 The Licensee may terminate this EULA at any time by ceasing all use of the Software. No refunds shall be payable.
    • 10.2 The University of Chester may terminate this EULA for cause with immediate effect if the Licensee breaches any term of this EULA. Upon termination, the licence shall automatically cease, access may be withdrawn, and no refunds shall be payable.
  11. Limitation of Liability
    • 11.1 Nothing in this EULA limits liability where such liability cannot lawfully be limited.
    • 11.2 Subject to clause 11.1, the University of Chester shall not be liable for indirect or consequential losses. Total liability shall not exceed the licence fees paid in the preceding twelve (12) months.
  12. Governing Law and Jurisdiction
    • This EULA and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
  13. Data Protection
    • 13.1 Each Party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation, the Data Protection Act 2018, and any applicable guidance issued by the Information Commissioner's Office.
    • 13.2 For the purposes of the applicable Data Protection Laws: (a) the Partner University acts as the data controller in respect of personal data relating to students and learners processed through the Software for assessment and educational purposes; and (b) each Placement Provider Organisation acts as an independent data controller in respect of personal data relating to its own staff, assessors, or supervisors processed through the Software in connection with placement activities.
    • 13.3 The University of Chester acts as a data processor when processing personal data on behalf of Partner Universities in accordance with their documented instructions and the applicable data processing agreement.
    • 13.4 The University of Chester processes any personal data relating to Placement Provider Organisation staff solely as part of, and subject to, the arrangements between the Partner University and the relevant Placement Provider Organisation and does not determine the purposes or means of processing such data.
    • 13.5 The Partner University is responsible for ensuring that appropriate data sharing, data protection, or other lawful arrangements are in place between it and each Placement Provider Organisation in respect of any personal data shared, accessed, or made available via the Software.
    • 13.6 The University of Chester may rely on the Partner University's instructions and representations in relation to the lawful sharing and processing of personal data with Placement Provider Organisations and shall not be responsible for the data protection compliance of such arrangements.
    • 13.7 Further details about the processing of personal data are set out in the applicable PARE Privacy Notice.
    • 13.8 Where required under Data Protection Laws, the University of Chester and the Partner University shall enter into a separate data processing agreement incorporating the mandatory requirements of Article 28 of the UK GDPR.
  14. Suspension of Access
    • 14.1 The University of Chester may suspend access to the Software where reasonably necessary to address breach, security, or legal requirements.
    • 14.2 Access shall be restored where reasonably practicable once the issue is resolved.
  15. Force Majeure
    • Neither Party shall be liable for failure to perform obligations due to events beyond its reasonable control.
  16. Notices
    • 16.1 Notices shall be given in writing and may be served by email or via the PARE system.
    • 16.2 Notices are deemed received on transmission unless delivery failure is notified.
  17. Survival
    • Clauses which by their nature are intended to survive termination shall survive, including intellectual property, liability, data protection, and governing law provisions.