2 Commencement and delivery
2.1 These Terms commence when the School confirms a booking on a Booking Form (the Commencement Date) and remain in force until the end date specified on the Booking Form (End Date). unless terminated in accordance with these Terms.
2.2 On the Commencement Date the Provider shall delivery to the School the Curriculum so that the School may deliver the 10-week program to its students.
2.3 In consideration for the Provider providing the Curriculum to the School, the School agrees to:
2.3.1 Comply with these Terms;
2.3.2 Within 28 days after the End Date provide completed feedback forms and surveys to the Provider. The Provider will provide the feedback forms and the surveys for the School to complete;
2.3.3 Ensure that those delivering the Curriculum to students have the relevant training and experience and have undergone the relevant safeguarding checks to work with children. The Provider does not accept responsibility for the individuals who the School chooses to deliver the Curriculum;
2.3.4 Pay a licence fee which is set out on the Booking Form , which will be paid 7 days before the Commencement Date. If payment of the licence fee is not made on time, this may delay delivery of the Curriculum to the School.
2.4 The Provider will be available between the Commencement Date and End Date to provide support and answer questions about the Curriculum via the Cook School Contacts on the Booking Form.
3 Provision and use of Confidential Information
3.1 In consideration of any disclosures of Confidential Information and the Curriculum to the School and subject to clause 4, the School undertakes that it shall, and will procure that its Authorised Persons shall:
3.1.1 keep the Confidential Information confidential at all times;
3.1.2 not disclose the Confidential Information or Curriculum or allow it to be disclosed in whole or in part to any third party without the Provider’s prior written consent;
3.1.3 take and maintain proper and reasonable measures to ensure the confidentiality of the Confidential Information and Curriculum, including any security measures requested in writing by the Provider from time to time;
3.1.4 not use, seek to derive benefit or commercial advantage from the Confidential Information or Curriculum in whole or in part other than in line with these Terms ;
3.1.5 not copy or reproduce in any form the Confidential Information or the Curriculum except to the extent strictly necessary for to comply with these Terms (and the School acknowledges that any such copies or reproductions are the property of the Provider).
3.2 The School’s obligations under these Terms shall continue in full force and effect during the term of these Terms and for a period of three years from the date of termination of this Agreement.
4 Authorised disclosures
4.1 The School may disclose the Confidential Information and the Curriculum to its Authorised Persons, provided that the School:
4.1.1 informs them beforehand of both the confidential nature of the Confidential Information and the duties of confidence under this Agreement;
4.1.2 ensures that the Authorised Persons undertake to comply with clause 3 of these Terms as if they were a party;
4.1.3 agrees that it will be liable for any breach, actions or omissions of its Authorised Persons.
4.2 The School may disclose any Confidential Information concerningthe Curriculum which:
4.2.1 it is required to be disclosed by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction; or
4.2.2 the Provider expressly agrees in writing may be disclosed, provided that such permission is provided in advance of any disclosure by the School.
5 Ownership and intellectual property rights
5.1 Except for the School’s right to use the Confidential Information and Curriculum in accordance with and for the duration of these Terms , the School shall not acquire, in any way, any title, rights of ownership, or interest in any Intellectual Property Rights of whatever nature which may exist or come into existence in or relate to the Confidential Information and the Curriculum and no Intellectual Property Rights of the Provider are transferred to the School.
5.2 The Provider grants to the School a non-exclusive, non-transferable and non-sublicensable, term license for the School to use the Confidential Information and Curriculum during the term of these Terms..
6.1 Nothing in these Terms shall prevent either Party from confirming and promoting the fact that the School is delivering the Curriculum to its students.
6.2 Nothing in this Terms shall prevent the School from posting videos or photos of the students undertaking the Curriculum as long as nothing in the photos or videos discloses Confidential Information from the Curriculum.
6.3 Nothing in these Terms shall prevent the Provider from disclosing information contained within the feedback forms or the surveys, subject to anonymisation of any personal data of students or parents, to promote the Curriculum.
7 Limitation of Liability and Indemnity
7.1 The School shall indemnify and keep indemnified on demand and hold harmless the School from and against all Losses suffered or incurred by the School arising out of or in connection with any act or omission by the School or any of its Authorised Persons in connection with this Agreement.
7.2 This Section 7 sets out the entire financial liability of Provider (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the School in respect of:
(a) any breach of these Terms;
(b) any use made by the School of the products and materials produced by Provider in relation to the Curriculum in any form or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the provision of the Curriculum.
7.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
7.4 Nothing in these Terms limits or excludes the liability of Provider
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the School as a result of fraud or fraudulent misrepresentation by Provider
7.5 Provider shall not be liable for any indirect or consequential damages, including but not limited to:
(a) loss of profits, sales, business or revenue;
(b) loss of agreements or contracts;
(c) business interruption;
(d) loss of anticipated savings;
(e) loss of business opportunity, goodwill or reputation;
(f) loss of use or corruption of software, data or information; and
(g) cost of procurement of substitute goods, services or technology.
7.6 Subject to Sections 7.2 and 7.4, Provider’s total liability in contract, tort (including negligence or breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the provision, or contemplated provision of the Curriculum shall be limited to the Fee paid by the School.
8 Equitable relief
The School recognises that any breach or threatened breach of these Terms may cause the Provider irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the School agrees that the Provider is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
9.1 The Provider may terminate these Terms with immediate effect if the School:
9.1.1 Commits a material breach of the terms of these Terms;
9.1.2 Commits a breach of these Terms, which after having received notice of the breach from the Provider, is not rectified within 7 days.
9.2 Upon termination of these Terms or on the End Date the School shall destroy any copies of material provided for the Curriculum and any other Confidential Information it has made or its Authorised Persons have made. The School and any Authorised Person must delete or procure the deletion of all electronic copies of Confidential Information and information relating to the Curriculum. The School and its Authorised Persons’ will make no further use of the Confidential Information and Curriculum other than as set out in these Terms.
10 Entire agreement
10.1 The parties agree that these Terms constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
10.2 The School acknowledges that it has not entered into these Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Tems. The School shall not have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.t.
10.3 Nothing in these Terms purports to limit or exclude any liability for fraud.
11 Further assurance
Each party shall, at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
No variation of these Terms shall be valid or effective unless it is in writing, refers to theseTerms and is duly signed or executed by, or on behalf of, each party.
13.1 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms shall not be affected.
13.2 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
14.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
14.2 No single or partial exercise of any right, power or remedy provided by law or under these Terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.
14.3 A waiver of any term, provision, condition or breach of these Terms shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the Purpose for which it is given.
15 Compliance with law and Data Protection
15.1 Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under these Terms and Authorised Persons will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 19 to the extent that such breach is directly caused or contributed to by any breach of these Terms by the other party (or their Representatives or Authorised Persons).
15.2 The School acknowledges that Provider may collect and process its personal date in accordance with the Privacy Notice on its website. The School is responsible tor ensuring that it has the appropriate consents to transfer all personal data.
16 Governing law
These Terms and any dispute or claim arising out of, or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The courts of England shall have exclusive jurisdiction.