TERMS APPLICABLE TO THE SALE OF GOODS, PROVISION OF SERVICES AND/OR DIGITAL SUBSCRIPTIONS
1. Definitions & interpretation
1.1 – In these Terms:
“Account” is a unique account granted to each School and subsequently its Users for access to, and use of, the Portal;
“Account Details” refers to the unique username and password issued to Users for access to their Account;
“Children’s University Programme” or “Programme” refers the innovative learning programme that we run in conjunction with the Children’s University Trust, as advertised on the Website;
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its representatives to the other Party and that Party’s representatives in connection with these Terms, including: (i) the terms of these Terms; (ii) any information provided to either Party pursuant to these Terms; (iii) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, or plans of the disclosing Party and the operations, processes, product information, know-how, designs, trade secrets or software (if any) of the disclosing Party; and (iv) any information developed by the Parties, or either Party, in the course of performing these Terms;
“Content” means all and any lesson enrichment resources which are made available (including making available to download) to each School and its Users on the Portal for educational and training purposes including orienteering course and trails;
“Data Protection Laws” refers, collectively, to any applicable laws relating to the processing of personal data and privacy, and specifically including the UK GDPR, DPA 2018 and EU GDPR (to the extent it remains applicable to any personal data processed under these Terms);
“DBS Check” is a record of a natural person’s criminal convictions and cautions, as carried out by the Disclosure and Barring Service;
“End Date” is the date on which these Terms terminates or expires for any reason in accordance with its terms;
Equipment Bundle” refers to the package of Quidditch Goods delivered to the School;
“Event Day” refers to our event service package (not the day on which the event takes place);
“Event Services” refers, collectively, to the services we agree to provide to you under these Terms as part of our event days;
“EU GDPR” stands for the EU General Data Protection Regulation (2016/679);
“Goods” that you buy from us are as set out on the order form or through the checkout process on our Website, which may be the Equipment Bundles, Quidditch products or other orienteering courses and goods;
“ICO” stands for the Information Commissioner’s Office;
“Instructor” refers to any of our instructors who are employed or directly engaged by us to provide the Event Services to you;
“IP Rights” includes patents, rights to inventions, copyright and related rights, moral rights, trademarks, logos, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off, rights in designs (including any Product label designs), rights in the Software, database rights, rights in Confidential Information (including know-how and trade secrets) and any marketing materials (including any photographs or artwork) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
“Portal” refers to our “Orienteering & Outdoor Learning Hub” available through our Website;
“Pupils” refers to pupils of the School who attend the Event Day; and
“Staff” refers to your staff who are either employed or directly engaged by you;
“UK GDPR” refers to Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019;
“User” means any legitimate, authorised staff user to whom Account Details for access to the Portal are disclosed in accordance with these Terms.
“Website” refers to our website at www.enricheducationuk.com; and
“Working Day” refers to any day where the School is open to Pupils, or that is not a weekend nor public holiday in England.
1.2 – Headings shall not affect the interpretation of these Terms.
1.3 – A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.
1.4 – A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 – A reference to writing or written includes email but not fax.
1.6 – A reference to these Terms or to any other agreement or document is a reference to these Terms or such other agreement or document, in each case as varied from time to time.
1.7 – Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 – Any obligation on a Party not to do something includes an obligation not to allow, permit or fail to prevent that thing to be done (or from being done, as the case may be)
2. Contract length
2.1 – For Digital Subscriptions and/or the Programme activities (as applicable), this is a fixed term contract for the duration agreed with you. As there are no minimum purchasing obligations imposed elsewhere in these Terms, no minimum contract period applies to your purchase of Goods or Event Services from us. If these Terms are terminated earlier, through no fault of our own, you will remain liable for the balance of the Charges payable for the remainder of the Term
2.2 – Following the expiry of the Term, and subject to your compliance with the terms in full, our contract with you shall automatically renew for the duration of another Term of equal duration unless:
2.2.1 – we notify you in writing at least 30 days’ prior to the expiry of the Term; or
2.2.2 – you notify us at any point prior to the expiry of the Term and/or our issue of our invoice for your renewal.
2.3 – We will typically contact you around 6 weeks prior to the expiry of your Digital Subscription and/or the Programme to discuss your renewal. If you do not wish to renew, and you tell us in accordance with these Terms, then these Terms will terminate at the end of the Term specified on the order form and we will contact you before the End Date to discuss any necessary steps to end the Contract, including ongoing Portal access and data extraction.
3. What you pay
3.1 – The Charges payable to us in connection with these Terms are set out on the order form.
3.2 – Costs of, and associated with, any Goods (including shipping) will be notified to you in advance. Payment is required in full for any Goods prior to shipping. Failure to make payment on time may delay our provision of the Goods, the Equipment Bundle, and any related Events Services or Digital Subscriptions to you.
3.3 – Where interest has to be charged to you under these Terms, it will be at the rate of 5% per year above the Bank of England’s base lending rate (at the relevant time), accruing daily and compounded monthly.
3.4 – Events Charges payable to us will be either as stated in these Terms or as otherwise set out on our Website during the booking process.
3.5 – Where the Events Charges are not paid in full in advance, we reserve the right to withhold delivery of your Event until such payment is made and we reserve the right to release your scheduled day until such time as payment is made.
3.6 – Quotes issued by us for Event Days and Programme activities include travel expenses, set-up, equipment and set-down costs. VAT may be charged and payable in addition.
3.7 – Fees paid to us in connection with our Event Days and Programme activities are non-refundable unless otherwise agreed or as set out in these terms. If we cannot accept your booking for any reason, we will let you know as soon as possible and refund any fees paid.
4. Sale of Goods
4.1 – These Terms are not for Goods rentals. All Goods are for purchase only and the provisions of these Terms apply to all Goods purchases. The Term applies only for the Digital Subscription any Portal access; you will continue to own the Goods from the date title passes to you in accordance with these Terms.
4.2 – We do not sell the Goods to individual consumers or for use by individuals on their own premises; Goods are sold to you as our customer and you must provide the name of your School or organisation prior to purchasing. If you are an individual consumer and you wish to purchase any Goods from us, you will not be able to purchase from us without separate terms applying.
4.3 – There is no minimum purchase obligation applicable under these Terms – you are free to purchase the Goods listed on the Website at any time, and in any quantity, that you wish.
4.4 – All Goods that we offer are available on our Website, subject to the prices listed and availability at the time of ordering. Images of goods shown are for illustration only and images may differ slightly from the goods delivered.
4.5 – If you need to change your order for Goods after purchase, please contact us as soon as possible (in any event, prior to delivery) and we will discuss options with you. Changes may not be possible, or free of charge.
4.6 – We shall arrange for delivery of the Goods to you at the School Site (or such other location as you may request and we may agree). We will co-ordinate the delivery process with you and our logistics provider(s) who should provide tracking information to you.
4.7 – Any delivery dates notified to you are approximate only; time is not of the essence.
4.8 – The Quidditch Goods do not require installation; all Goods come with usage instructions which you are recommended to follow. Goods and products associated with our orienteering trails and routes required setup in accordance with clause 6.10 below.
4.9 – We do not offer any repair or replacement warranties with any of the Goods. You must therefore inspect the Goods on arrival and, where you receive your Goods and they are either faulty, not as described or damaged, you must notify us within 3 Working Days of delivery, setting out the issue(s) and providing any information or evidence we may reasonably request. Failure to notify us within this time will be deemed to constitute acceptance.
4.10 – You may reject the Goods (in whole or in part) if they do not comply with the provisions of Clause 4.9 by notifying us in writing. This is not a consumer contract, therefore you have no statutory rights to change your mind and seek a refund from us if you have simply changed your mind and no longer wish to keep the Goods.
4.11 – The risk of loss, theft, damage or destruction of any of the Goods shall pass to you on the delivery date.
4.12 – Full, unencumbered title to the Goods shall pass to you once you have paid for them in full. Goods will typically not be shipped to you until payment has been made in full and you will need to make payment either during the checkout process or on receipt of invoice (as applicable).
4.13 – Any Goods supplied to you shall conform to specifications (if any) made known to you and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and free from defects in design, material and workmanship
4.14 – Any work necessary to uphold the general warranty in Clause 4.13 above shall be provided by us subject to your compliance with Clause 4.9. We shall not be responsible for repairing or replacing any item(s) where the defect(s) have arisen due to your failure to use the items in accordance with their instructions, or where they arise as a result of fair wear and tear, wilful damage, abnormal or poor storage conditions.
4.15 – We do not manufacture the Goods; the Goods are supplied to you without any repair or replacement warranty in addition. If we are required by government or regulatory authority to recall any item of goods at any time, we will notify you in writing and will seek to replace or (where this is not possible) refund you for such item(s).
4.16 – Defects notified to us within the time period in Clause 4.9 shall be replaced by us at no additional cost and we shall arrange for re-delivery of the relevant items. Defects discovered and notified after this time will only be remedied by us at our sole discretion.
4.17 – You may be required to return any faulty or rejected items to us. Where this happens, we shall arrange for collection.
4.18 – Where you are an Educational customer, you may re-sell any of the Goods in accordance with your statutory rights.
4.19 – Where you are a Commercial customer, you are not permitted to re-sell, lease, transfer or otherwise provide any of the Goods to third parties – the Goods are sold to you on the basis that they are for your own, lawful business purposes and use only. This is to protect our legitimate commercial interests and IP Rights in the Goods
5. Provision of Event Services the Programme
5.1 – Details of our Event Day packages and the Programme can be found on our Website. These details are intended to give an approximate idea of the course(s), however actual delivered content may be different.
5.2 – Where you wish to book any of our Event Day packages or the Programme activities, these are listed on our Website and you must use the booking form via the contract or otherwise sent to you by us via email. You must complete the booking form and provide us with all required information and personal data.
5.3 – Event Days are hosted at the School Site and may be subject to capacity limits applicable to that School Site. The Prggramme’s award ceremony is hosted at a local university venue to be confirmed at the relevant time. Any recommended Pupil limits will be notified to you. Exceeding recommended Pupil limits may reduce the benefits for attending Pupils.
5.4 – All bookings are subject to availability. Submitting a booking does not guarantee a place. We will issue an automated email to confirm your booking. Event Days and your enrolment on the Programme are only confirmed once we receive payment in full.
5.5 – In providing our Event Days and/or the Programme activities, we shall:
5.5.1 – ensure that such Event Services or Programme activities are provided by Instructors who are appropriately trained and experienced in the Event Services and/or the Programme they are retained by us to provide. All Instructors have completed our bespoke training programme (including appropriate child safeguarding and first aid training)
5.5.2 – ensure our Instructors are competent, courteous, capable, appropriately trained, and suitably motivated to perform the roles for which they are required;
5.5.3 – provide any necessary equipment and tools; we will only use school equipment with the permission of the School;
5.5.4 – ensure our staff are correctly identifiable (whether by name badge, photocard or otherwise) and dressed in the appropriate uniform or other designated clothing;
5.5.5 – ensure that all of our staff do not interfere with tangible items that belong to the school or personal tangible property belonging to Staff or Pupils (unless required in emergency);
5.5.6 – ensure that all our staff are subject to the relevant checks (including a valid, enhanced DBS Check where necessary) to satisfy the child safeguarding requirements of Paragraph 5.14;
5.5.7 – not make any change to any part of the School Site without your consent;
5.5.8 – ensure that all of our staff have the right to work in the UK;
5.5.9 – ensure that all of our staff are paid an equivalent hourly rate that is in accordance with national minimum wage legislation (at all times); and
5.5.10 – ensure that all of our Instructors are aware of the requirement to report all situations which involve an actual or potential danger or personal injury to any person on the School Site (whether Staff, Pupils or otherwise)
5.6 – We shall ensure that our Instructors do not enter any part of the School Site which they do not require to provide the Event Services or any part of the Programme.
5.7 –Prior to commencing any Event Services or Programme activities from the School Site, our Instructors may work with you to carry out an appropriate risk assessment. Where conducted, all Event Services and/or Programme activities will be adapted subject to the outcome and findings of that risk assessment.
5.8 –We shall maintain (with a reputable insurance company) a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by us arising out of our performance of its obligations under these Terms, including death or personal injury or property loss or damage. We carry public and product liability insurance (up to £5m in aggregate) and employer’s liability insurance (up to £10m in aggregate).
5.9 – Such insurance shall be maintained for the Term and for a minimum of one (1) year following the End Date and evidence of such coverage shall be provided to you on request at any time during this period.
5.10 – Our staff will bring all equipment with them to enable them to provide the relevant Event Services and/or Programme activities. However, you are responsible for preparing the relevant areas of the School Site and the booking and arranging of various rooms or facilities in preparation for any Event Services or Programme activities delivered at the School Site.
5.11 – You must also arrange access for our staff to those areas of the School Site as are necessary to perform the Event Services and/or Programme activities.
5.12 – You are also responsible for all utilities (including heating, hot and cold water, electricity, gas and lighting, and wi-fi connectivity) in all parts of the School Site that are used for the Event Services.
5.13 – You must also notify us of any applicable School policies or procedures that our staff will need to comply with in order to provide the Event Services or Programme activities from the School Site.
5.14 – We Shall:
5.14.1 – ensure that all Instructors who provide Event Services or Programme activities from any School Site or otherwise are in contact with Pupils are subject to a valid enhanced DBS Check including a check against the children’s barred list (as appropriate) before the start of each academic year during the Term;
5.14.2 – monitor the level and validity of the DBS Checks under this clause for each Instructor; and
5.14.3 – provide a DBS clearance register for all Instructors who have worked on the School Site to the School on request at any time.
5.15 – We:
5.15.1 – shall ensure that no person who appears on any statutory barred list (including any list maintained by the DBS) shall carry out any work in connection with the Services on the School Site;
5.15.2 – shall not engage, without your prior written consent, any person in the supply of the Services, when that person has declared a conviction or found to have a conviction following a request for a DBS Check, a valid enhanced DBS Check had not yet been completed in respect of that person, or that person has refused to complete a valid enhanced DBS Check.
5.16 – We warrant that at all times for the purposes of these Terms we have no reason to believe that any natural person who is or will be employed or engaged by us in the provision of the Event Services or Programme activities is barred from doing so.
5.17 – We shall immediately notify you of any information that we reasonably request to enable it to be satisfied that the obligations of this Clause 5 have been met in full.
5.18 – We shall not employ or use the services of any natural person who is barred from, or whose previous conduct or records indicate that they would not be suitable to carry out, or who may otherwise present a risk to, the provision of the Services.
5.19 – To fulfil the commitments to safeguard and promote the welfare of children, we shall have and maintain (where expressly required to do so by the School):
5.19.1 – clear priorities for safeguarding and promoting the welfare of children explicitly stated in strategic policy documents;
5.19.2 – a clear commitment by senior management to the importance of safeguarding and promoting children’s welfare;
5.19.3 – recruitment and human resources procedures that take account of the need to safeguard and promote the welfare of children;
5.19.4 – procedures for dealing with allegations of abuse against members of staff and volunteers;
5.19.5 – policies for safeguarding and promoting the welfare of children and procedures that are in accordance with guidance and locally agreed inter-agency procedures; and
5.19.6 – appropriate whistle-blowing procedures.
5.20 – We shall additionally maintain:
5.20.1 – a clear line of accountability within our organisation for work on safeguarding and promoting the welfare of children; and
5.20.2 – arrangements to ensure all Instructors undertake appropriate training and refresher training to enable them to carry out their responsibilities effectively and safely.
5.21 If you need to cancel any Event Days for any reason, you must notify us as soon as possible. Where you cancel:
5.21.1 – any time up to 1 month before your Event Day, we offer a full refund;
5.21.2 – anytime after 1 month before (but up to 1 week before) your Event Day, we offer a 50% refund of fees paid or we may offer you an alternative date (subject to availability);
5.21.3 – or within 7 days of your Event Day, we offer no refund. This is because, by this stage, we will have incurred costs in connection with your Event Day that we will not otherwise be able to recover
5.22 – We are under no obligation to agree to re-schedule any such Event Days, but we will take reasonable steps to seek to do so.
5.23 – Where you need to cancel any scheduled Programme activities, please let us know so that we can re-schedule these with you.
5.24 – We do not issue refunds or credits against future Event Services or Programme activities for booked sessions that cannot be delivered. Where this happens, we shall seek to arrange alternatives before exploring refunds or credits with you.
5.25 – If, through no fault of your own, we have to:
5.25.1 – cancel your Event Day or Programme activities, we will endeavour to provide you with as much notice as possible and either offer you an alternative date or a full refund; or
5.25.2 – postpone your Event Day or Programme activities, we will notify you in advance and you will be automatically rescheduled to attend.
6. Digital Subscriptions
6.1 – Access to the Portal is granted once Users receive their verification links and provide their details and select the package they require for their needs. Access enables use of your Accounts page and our activity browsers.
6.2 – The Content accessible to you will be dependent on the type of Digital Subscription you have selected pursuant to these Terms. Each School will have a main account to set levels of access, manage Users and open teacher Accounts on behalf of each staff member
6.3 – Each School will input contact details (name and e-mail address) of staff members to open a teacher Account on their behalf. Account Details are then issued to Users for them to gain access to the Portal, subject to any user access terms we apply. We reserve the right to withhold access to the Portal to any nominated User for any reason (specified or otherwise).
6.4 – If you consider that any Account Details have been compromised at any time, you must tell us immediately on the contact details set out above. We will then either disable or suspend the Account and reset the Account Details.
6.5 – Portal access is granted on an “as is” basis, provided for convenience only. We have no obligation to you to ensure the continued, uninterrupted availability of the Portal to any School or its Users.
6.6 – You are responsible for ensuring that your systems are functional, able to access the Internet, and meet the requirements necessary to access the Portal, and that all Users are accessing the Portal and that any Users that no longer require access (such as departing staff) are removed.
6.7 – We grant to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable, access licence to access and use the Portal (subject to these Terms) for Content access and other lawful, academic purposes. Any other use of the Portal is prohibited.
6.8 – We (and our licensors) reserve all rights in the Portal. You agree that these Terms does not grant you any rights in, or licences to, the Portal (other than the limited licence granted in section 4.1 above).
6.9 – In using the Portal, and gaining access to any of its functions, dashboards, services and Content, you agree that you will not:
6.9.1 – violate (or assist any other party to violate) any applicable law, statute, ordinance or regulation;
6.9.2 – intentionally try to defraud us or any other user(s);
6.9.3 – intentionally try to uncover and disclose confidential information, trade secrets, etc;
6.9.4 – provide false, inaccurate or misleading information;
6.9.5 – take any action that interferes with, intercepts or expropriates any system, data or information;
6.9.6 – transmit or upload any virus or other malicious software or program;
6.9.7 – attempt to gain unauthorised access to other Accounts, the Portal (or its related or underlying networks or systems);
6.9.8 – use the Portal on behalf of any third party (or otherwise act as an intermediary between us and third parties) where for a fee or otherwise;
6.9.9 – defame, harass or violate the privacy or IP Rights of us or any other User (or the organisations they represent);
6.9.10 – only access Content that is relevant to you (directly or indirectly); or
6.9.11 – modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute or create any derivative works based on the Portal (in whole or in part).
6.10 – To enable you to benefit from the trails, we need access to the School Site to setup the routes. Where access is granted, we will schedule a date that is convenient for you and us to carry this out and all such charges are included in the price quoted – no additional charges are payable. Alternatively, we can send you a cartography installation kit for you to install directly and we can assist remotely, where needed.
6.11 – We monitor Portal use throughout the Term to ensure it is being used fairly. Where we consider that you, or your Users, are:
6.11.1 – downloading too many activities (typically, 30 or more each day);
6.11.2 – not using your Accounts enough; or are
6.11.3 – sharing their Account Details outside of your organisation, institution or establishment;
we reserve the right to notify you and implement a suspension to Portal access, or termination of these Terms, in accordance with section 11.2 below.
6.12 – Access to the Portal is always conditional on your payments to us being up to date. Payment terms for your Digital Subscription, and your relevant packages, are set out on the order form.
6.13 – The Portal grants you access to knowledge based and curriculum focussed Content, resources and information which has been reviewed and approved by us. However, where the Content contains links to other websites or third party resources or information hosted externally within it, this should not be seen as approval by us of the information you may obtain from them.
6.14 – If you have a problem with any Account, or use of the Portal generally, we would prefer you to contact us in writing in the first instance, before considering external advice or support. When contacting us, you should specify (in sufficient detail) the nature of the problem and how it came to your attention, so that we can identify the most efficient way to resolve it.
6.15 – Whilst we will endeavour to investigate and resolve any error or inaccuracy promptly, we make no guarantees as to any turnaround time and time shall not be of the essence in this regard. Whilst any dispute remains unresolved, the provisions of these Terms, and any user access terms, remain in force.
7. IP Rights
7.1 – You acknowledge that all IP Rights in our Events Services, the Goods and the Portal (including all programs, data and information on the Portal) belong to us or our licensors, and that they are our proprietary rights. Unless otherwise agreed between the Parties or expressly provided in these Terms, neither Party shall, by virtue of entering into or performing these Terms, obtain or acquire any right title or interest to or in the IP Rights owned by, or licensed to, the other Party and/or its licensors.
7.2 – Unless otherwise agreed between the Parties or expressly provided in these Terms, all IP Rights in any materials provided by a Party pursuant to these Terms shall remain with the providing Party and/or its licensors.
7.3 – You shall, at our expense, take all such steps as we may reasonably require to assist us with maintaining the validity and enforceability of our IP Rights during the Term.
7.4 – Subject to the rest of this clause, we will indemnify you against any losses, additional costs or damages that you incur in connection with any claim that is brought against you by a third party that your use of, or attendance on, the Events Services, Goods and/or the Portal infringes that third party’s IP Rights. Where you become aware of any such third party IP Rights claim at any time, you must immediately notify us in writing before responding in any way to the claim, and you must give us sole conduct to the defence and settlement of the claim and co-operate with us (to the extent necessary).
7.5 – Without prejudice to your rights or any third party’s rights to challenge the validity of our IP Rights, you shall not do, or authorise any third party to do nor fail to prevent any third party from doing (where possible), any act which would or might invalidate or be inconsistent with any of our IP Rights and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect.
7.6 – Each Party warrants and represents to the other that throughout the Term it shall own or be licensed to use, all of the IP Rights it requires in order to perform its obligations under these Terms.
7.7 – You shall not alter, edit, remove, obscure or otherwise modify or tamper with any labelling or packaging on any of the products, including those which contain our logos, trademarks and other branding.
7.8 – You may co-brand the marketing of the Events Services at your site with your own logos, branding and trade names, provided that our logos, branding and trademarks remain unobscured at all times.
7.9 – You may not use any of our logos, branding and trademarks without our prior written approval.
7.10 – The Portal, any related domain name, and any related logos, trade or service marks, are IP Rights belonging to us absolutely (whether registered or not). Nothing in these Terms expressly grants you (or is intended to imply in your favour) any rights or titles to, or interests in, these IP Rights (or to use any of the same). You may not copy, imitate, or use such marks or IP Rights without our prior written consent.
7.11 – All rights and interests in, and titles to, the Portal, and all technology and any Content created by us, or derived from the Portal, is our (or our licensors’) exclusive property. This extends to any improvements or modifications we make to the Portal at any time. All Content are works protected by copyright laws and treaties around the world. All such rights are reserved to us and your rights to use this Content are only as set out expressly in these Terms.
7.12 – Any IP Rights in any logos, trademarks, or trade or business names, that are displayed on the Portal belong to us or our partners. Any rights for you to use their IP Rights will be granted to you by them (not us).
7.13 – All IP Rights in the Content published and accessible on the Portal are owned by us. All Content are works protected by copyright laws and treaties around the world. All such rights are reserved to us.
7.14 – Any Content which is downloadable shall be identified as such and all Content may only be used in accordance with the restrictions set out in section 4.
7.15 – Our status (and that of any identified contributors) as the authors of the Content on the Portal must always be acknowledged in the distribution of presentation of any such Content. Any Content which is printed off or downloaded must be modified or adapted for educational learning purposes only.
7.16 – If any of the Content from the Portal is printed, copied, modified, downloaded, shared, or reposted in breach of these Terms, your Account shall be suspended or disabled immediately without right to refund of fees paid in advance and copies of any such Content must, at our option, be returned or destroyed.
7.17 – Our Event Day, its content and any course or training materials (registered or otherwise) remain our property (or the property of our licensors). You cannot reproduce, store, or redistribute such materials in any form without our express, prior written consent.
7.18 – Your attendance at our Event Day grants you a non-exclusive, non-transferable licence to use any course content and training materials for the sole purpose of the relevant course. Attendees must not modify, copy, reproduce, re-publish, sub-licence or distribute such materials in any way
8. General compliance
8.1 – Each Party agrees, at its own expense, to comply with all applicable laws and regulations relating to its activities under these Terms. To comply with this clause 8, each Party agrees to implement and maintain such updated policies as are necessary to train and educate their employees on the requirements of this clause 8.
8.2 – We agree to comply, at all times, with all applicable laws, statutes and regulations (from time to time) relating to anti-bribery, anti-corruption, anti-money laundering and anti-slavery, including the Bribery Act 2010 (to the extent applicable).
8.3 – We agree not to engage, and agree to notify and train all Instructors (to the extent necessary and relevant to their specific roles) not to engage in or fail to prevent, any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (if such activity had occurred in the UK) and any equivalent anti-bribery restrictions applicable to the jurisdiction in which the activity occurs.
8.4 – We may be required (from time to time) to certify our compliance with the regulatory requirements of this clause 8. Where requested to do so, we must provide such written certification to you within three (3) Working Days.
9. Liability limitation
9.1 – The restrictions on liability in this clause 9 apply to every liability arising under or in connection with these Terms including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 – Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
9.2.1 – death or personal injury caused by negligence;
9.2.1 – fraud or fraudulent misrepresentation; and
9.2.3 – breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)
9.3 Subject to clause 9.2. we shall not be liable to you, your Staff, any Pupils or Parents for:
9.3.1 – loss of savings, profits, business or contracts (actual or anticipated) due to the use of the Goods, attendance at any of our Events or any failure or downtime of the Portal;
9.3.2 – acts or omissions as a result of Portal access;
9.3.3 – any losses or additional costs as a result of failing to access the Portal;
9.3.4 – personal injury (and related disruption) as a result of participation in any of our Events or using any of the Goods;
9.3.5 – loss of use or corruption of software, data or information;
9.3.6 – loss of or damage to goodwill or reputation as a result of your using our Events Services or the Digital Subscription;
9.3.7 – any wasted or additional expenditure incurred as a result of entering into these Terms; and/or
9.3.8 – indirect or consequential loss.
9.4 – Other than the indemnity given by us to you for third party IP Rights infringement claims under clause 7.4 above (liability for which shall be unlimited), and subject to clauses 9.2 and 9.3, our total liability to you for all claims (connected or unconnected) arising under or in connection with these Terms shall in all circumstances be limited to 100% of the total fees received by us from you under these Terms during the twelve month period immediately preceding the date on which the act or omission giving rise to the liability occurred.
9.5 – Subject to clause 9.2, in addition to all other liabilities under these Terms, you shall be specifically liable to us for all payments due to us under these Terms, together with any interest and costs that may be payable at any time.
9.6 – Where you wish to return your Goods because they have arrived faulty or not as described, our maximum liability to you is to refund the amounts that you paid in full. Refunds will be made to you via the method of payment used on purchase, within 14 days of the date the refund is accepted by us.
9.7 – We shall not be liable to any individual Users personally in addition to any liability that we may have to you in connection with your use of the Portal.
9.8 – We shall not be liable to you or any individual Users for any acts or omissions, or decisions made in response to your (or their) use of or access to the Content which is accessed and/or downloaded from the Portal.
9.9 – We shall not be liable to you for any failure to use or access the Portal (in whole or in part), and any related academic interruption, any loss of data or information, or wasted time or expenditure that you may incur (or that may arise) under or in connection with your access to the Portal pursuant to these Terms.
9.10 – You are responsible for any loss, damage or claim that we or you may incur as a result of your failure to keep Account Details secure.
9.11 – We will not be liable or responsible for any failure to provide the course if an event occurs which is beyond our reasonable control and such event affect the delivery or the venue in a material way. Subject to your statutory rights, we will notify attendees as soon as possible on occurrence of any such event.
9.12 – We are not responsible for any personal injury or loss or damage to personal property that may be incurred in attending the Event at the School Site if this is not caused by us.
9.13 – The event may display information relating to third party provided content. We do not control third party content and do not accept any liability for such third party content being viewed, or any acts or omissions taken as a result of such content
10. Termination
10.1 – For Digital Subscriptions, this Contract is for a fixed, minimum Term agreed with you, and all Charges paid are non-refundable unless we breach the terms of these Terms and it becomes terminable by you during the Term in accordance with this clause 10.
10.2 – We reserve the right to stop providing our Events Services or Digital Subscription to you at any time on notice in writing, such notice to expire at the end of the relevant year.
10.3 – Where we commit a material breach of these Terms, you must notify us in writing and give us 10 Working days to remedy the breach. Whether a breach is material depends on the nature and impact of it, and whether or not it has happened before. Non-material breaches do not give you a right to terminate. Where we cannot remedy that breach within 10 Working Days, we will either notify you of an additional deadline that may be necessary, or you may terminate these Terms on immediate written notice as a result of that material breach.
10.4 – If we are no longer able to perform these Terms for any reason through no fault of yours, we will notify you in writing and you may terminate these Terms, or the relevant part of it, depending on the circumstances. This will include circumstances where:
10.4.1 – our Events Services, Portal or Goods are found (either by Court or settlement) to have infringed a third party’s IP Rights and we can no longer provide them to you; or
10.4.2 – we become insolvent, appointed a receiver, administrative receiver or administrator of the whole or any part of our assets or business, make any composition or arrangement with our creditors, or we become the subject of a resolution passed for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction).
10.5 – Where these Terms is terminated by you in response to our breach or failure to provide the Digital Subscription and Portal access, you will be entitled to a pro-rated refund of all Charges paid in advance from the point of termination up to the end of your Term, based on full months during which the access cannot be provided. Other than in cases of insolvency (which will be subject to applicable insolvency rules at the relevant time), refunds will be processed by us within 14 days using the original payment method (unless you direct us otherwise).
10.6 – From the End Date:
10.6.1 – access to the Portal will stop;
10.6.2 – any bespoke maps that you have created using the Portal for your routes and trails are provided to you by email; and
10.6.3 – you must return (or irretrievably and securely destroy) any samples, publicity material or other documents that contain or are derived from any Confidential Information to us promptly (in any event, within 5 Working Days of the End Date).
10.7 – Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the End Date, including the right to claim damages in respect of any breach of these Terms which existed at or before the End Date.
10.8 – Portal access is conditional on compliance with these Terms and any user access terms in full. We may suspend or disable (temporarily or permanently) where:
10.8.1 – a School, or any User on its behalf, breaches any of these Terms (whether we notify you in advance or otherwise);
10.8.2 – we need to protect our integrity;
10.8.3 – we need to safeguard our reasonable interests, or those of our other Schools and their Users; or
10.8.4 – we consider that you or your Users have used the Portal unfairly (as set out in Clause 6)
11. Confidentiality & Publicity
11.1 – Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party, except as permitted by clause 11.2.
11.2 – Each Party may disclose the other Party’s Confidential Information:
11.2.1 – to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with these Terms. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 11; and
11.2.2 – as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 – No Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
11.4 – Where you wish to make any public announcement relating to our co-operation at any time, you must not do so without our prior written approval. Nothing in these Terms prevents us from making any public announcement in any medium relating to our work with you at any time.
12. Personal Data
12.1 – Terms used relating to data privacy/protection (but not separately defined) such as personal data, data processor and data subject, shall have the meaning(s) given to them in applicable Data Protection Laws.
12.2 – In general terms, for the purposes of compliance with Data Protection Laws when we process any personal data in connection with these Terms on your behalf, we agree to comply with the provisions of these terms and to take such internal processing steps as are necessary to comply with Data Protection Laws.
12.3 – For the purposes of Data Protection Laws, in operating and hosting the Portal, providing our Event Services or Programme activities or supplying your Goods, we will be a data processor on your behalf. As we are providing the Portal for use by you and your staff, you will remain a data controller for all data relating to your staff, and we will act as a processor on your behalf.
12.4 – We agree that we will not process personal data on your behalf other than as set out in these Terms, or in accordance with your written instructions (to the extent such instructions are compliant with Data Protection Laws).
12.5 – We may revise these terms at any time on 30 days’ written notice to you where necessary to comply with Data Protection Laws, ICO guidance or where the contemplated personal data processing changes.
12.6 – If we change the way in which we process your personal data at any time during the Term, we shall notify you promptly in writing before implementing the change, setting out details of, and reasons for, the proposed change and the affected personal data so that we can assess whether any changes are necessary to these Terms before approval.
12.7 – To enable us to comply with our obligations under Data Protection Laws, and in accordance with these Terms, you must ensure that all personal data transferred to us by you is complete, accurate and up-to-date. You must further ensure that each relevant data subject (including your staff) have been made aware of sufficient information to enable the fair, transparent and lawful processing of personal data to enable you to enter into these Terms and receive access to the Portal from us.
12.8 – Each Party respectively agrees to designate its own data protection officer if required by Data Protection Laws.
12.9 – We agree to implement and maintain suitable technical and organisational security measures to protect against any unauthorised or unlawful processing of personal data, and against the accidental loss or destruction of, or damage to, that personal data (appropriate to the nature, volume and sensitivity of the relevant data) at all times that such data is within our possession or control.
12.10 – We store, host and otherwise access all personal data in connection with the Portal, and we host the Portal from servers and datacentres located within the UK and Ireland.
12.11 – We reserve the right to anonymise any personal data we collect and process on your behalf for our own purposes at any time.
12.12 – Each Party agrees to:
12.12.1 – assist the other Party in responding to any request from a data subject, or any investigation, notice or complaint by the ICO in connection with any personal data processed in connection with these Terms;
12.12.2 – collaborate with the other in connection with completing any data protection impact assessment that may be required by Data Protection Laws or ICO guidance;
12.12.3 – notify the other within 36 hours of discovery of any breach (however minor) that may affect the security or integrity of any of the personal data processed in connection with these Terms;
12.12.4 – notify the other if they receive (at any time) a data subject access request (or any request, complaint or communication) from any member of staff, pupil or parent relating to personal data processed by us, or any communication from the ICO in connection with Portal access; and
12.12.5 – transfer, delete or return (as requested) any personal data (including any backup or archived data) to the other within an agreed period of the expiry of the Term , or as soon as such data is no longer needed in the Portal (other than as required to be retained under section 6). Where you do not notify us prior to the expiry of your Digital Subscription, we shall notify you and all personal data shall be securely deleted, including any data held by us on the Portal (to which you have access).
12.13 – We shall maintain complete, accurate and up-to-date records to be able to demonstrate our compliance with the requirements of these terms and Data Protection Laws for the Term and for at least 12 months following the End Date.
12.14 – We will not sell, distribute or lease your personal information to third parties. Where we appoint a third party to process all or any part of the personal data that we process in connection with these terms, we shall notify you setting out details of the relevant third party, the personal data they will access and the reasons for their appointment. You may object to their appointment if necessary, and we encourage you to notify us in writing in these circumstances. Objecting to any third party appointment may mean that you are unable to make optimum use of the Systems.
12.15 – Where any sub-processor is appointed in accordance with these terms, we shall attempt to agree to enter into a written agreement with the sub-processor which substantially gives effect to the provisions of these Terms and the minimum requirements stipulated by Article 28 of the EU GDPR.
12.16 – We shall provide you with any additional information you reasonably require in relation to our appointed sub-processor(s) at any time.
12.17 – All personal data that is processed has been uploaded either by Users directly, or you to set up your Account. You are therefore responsible for any personal data that you do upload and by doing so, you warrant to us that you have the consent of the data subject to do so. We only host the uploaded data on the Portal; we do not have access to personal data belonging to Pupils and we are not responsible for ensuring the accuracy or completeness of any data you upload, nor do we use, analyse, amend or aggregate it in any way. We only monitor it for the purposes of administering your Account(s) and where necessary to enforce any of these Terms.
12.18 – All personal data uploaded to the Portal is hosted by us in accordance with our privacy policy, available on our Website, which you are deemed to have accepted by uploading such personal data.
12.19 – All personal data relating to your Account is accessible by our staff who have administrator level access who need to know to manage and administer your Account.
12.20 – If we discover that any of your personal data processed by the Portal is lost, destroyed or becomes damaged, corrupted or unusable, we will notify you promptly upon discovery.
12.21 – Personal data will not be shared by us with third parties (other than where necessary to enforce any of the terms of these Terms).
12.22 – In relation to our Event Days, we only collect limited personal data needed to confirm your booking. This is set out on the booking form and all data is processed in accordance with our privacy policy on our Website. You must ensure that any personal data you provide to us is accurate and up to date
13. Force majeure
13.1 – We recognise that, from time to time, circumstances may occur which are beyond either Party’s control which may impact the provision of the Events and general performance of these Terms. Where this occurs, the directly affected Party agrees to notify the other Party setting out the nature, impact and likely duration (if known) of the relevant event, and steps it is taking to mitigate or reduce its effects.
13.2 – Where such notice is provided to the other Party, and the other Party does not (acting reasonably) object to the notice within 5 Working Days, the directly affected Party will be exempt from performing their obligations under these Terms with no additional cost or liability, for the duration of the event or circumstance.
13.3 – In such circumstances, the directly affected Party shall be entitled to a reasonable extension of time for performing such obligations. Where the period of delay or non-performance continues for 30 consecutive days, with no further sign of any change in the foreseeable future after that period, the Party not directly affected by the event or circumstance may terminate these Terms on immediate notice in writing to the directly affected Party.
13.4 – Where either Party is exempt from performing any of their obligations under these Terms under this clause 12, they agree to keep the other Party updated as regularly as possible for the duration of the relevant event.
13.5 – Where the School Site is closed, for any reason, on any day where an Event was scheduled to be delivered, we are under no obligation to agree to re-schedule the affected Event.
14. Change of control
14.1 – Where we reasonably consider that we are likely to undergo a change of control during the Term (within the meaning of section 1124 of the Corporation Tax Act 2010) we only need to notify you if we reasonably consider that the change of control is likely to have a material, detrimental impact on our ongoing performance of these Terms.
14.2 – Where we serve notice on you under clause 14.1, such notice will set out the steps we intend to take to mitigate or reduce the potential impact on our ongoing performance. Following such change of control, where you consider our performance has deteriorated after 3 consecutive months and not met the required steps set out in our initial notice, you may then serve notice in writing to us to terminate these Terms at the end of the current year with no additional liability to us.
14.3 – A change in our ownership or control at any time does not (of itself) grant you any automatic right to terminate these Terms.
15. Non-solicitation
15.1 – You acknowledge that our Instructors are critical to our legitimate commercial interests and that where we lose any Instructors we are liable to lose substantial revenue and profits as a direct result. You therefore agree that you will not solicit, entice, hire or engage (directly or indirectly) any of our Instructors (whether such Instructor(s) are employed or directly engaged by us) to work with or provide services to you at any time during the Term and for up to 12 months following the End Date (Restricted Period).
15.2 – Where any Instructor provides services that are similar or equivalent to the Events Services provided under these Terms to you during the Restricted Period (other than where engaged by us), you agree to pay us £5,000 in aggregate for each Instructor. Such amount will become payable to us from the date the Instructor resigns from our employment or engagement, or from the date the relevant services are provided (whichever is earlier) and we shall invoice you directly.
15.3 – You expressly agree that the restriction contained within this clause 15 is necessary, fair and proportionate to protecting our legitimate interests.
16. Assignment
16.1 – These Terms remains personal to the Parties and, subject to the rest of this clause 16 and any other provisions relating to assignment or transfer rights in these Terms, you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over nor deal in any other manner with any of your rights and obligations under these Terms without our prior written consent.
16.2 – You cannot white-label or sub-sell our Events to any third party without our prior consent.
16.3 – You may only assign the benefit of these Terms to a statutory or other public body or bodies or statutory succession body (or bodies) and shall give written notice of such assignment to us.
16.4 – Nothing in these Terms shall prevent us from assigning or transferring the benefit of these Terms to a third party at any time. Where this happens, we shall notify you in writing.
17. Amendments
17.1 – We reserve the right to amend or vary these Terms on 30 days’ notice in writing to you at any time.
17.2 – You are not entitled to vary any of the terms of these Terms without our prior written consent.
18. General
18.1 – The Parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under these Terms.
18.2 – No failure or delay by a Party to exercise any right or remedy provided under these Terms 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.
18.3 – You agree that you shall have no remedy in respect of any statement or representation (whether written or oral), except in so far as it has been incorporated into these Terms.
18.4 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
18.5 – Where clause 18.4 applies, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.6 – Any notice given to a Party under or in connection with these Terms shall be in writing and shall be by email to the relevant point of contact listed on the order form.
18.7 – Where any provision of these Terms specifies performance of an obligation by a Party within a number of Working Days, and such Working Days fall either side of School holidays, the Working Days must be counted either side of the School holidays, and the period for performance shall be extended accordingly.
18.8 – Where you wish to discuss our performance with us at any time, you can do so by reaching out to us directly using the contact details on the order form, and we agree to respond to you within 3 Working Days to discuss the matter with you.
18.9 – Unless it expressly states otherwise, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
18.10 – The rights of the Parties to rescind or vary these Terms are not subject to the consent of any other person.
18.11 – Nothing in these Terms is intended, or shall be deemed, to:
18.11.1 – establish any partnership or joint venture between you and us;
18.11.2 – constitute any Party the agent of the other Party; or
18.11.3 – authorise any Party to make or enter into any commitments for or on behalf the other Party.