This agreement sets out the terms and conditions of engagement between the School and Nurture Entrepreneurs Limited, hereinafter referred to as ‘Company’, in relation to the Schools participation in the Junior Entrepreneur Programme.
For the purposes of these terms and conditions the following definitions apply:
1.1 “Baseline Policies” means written policies relating to the following areas, health and safety, enrolment, code of behaviour including bullying, complaints against teachers and child protection;
1.2 “Brand Name” means the name “Junior Entrepreneur Programme”, all stylistic variations and representations of such name, and all logos or devices incorporating such name or used in connection with such name;
1.3 “Classroom Kits” means the classroom kits developed by the Company from time to time, which shall include a Teacher’s Guide, activity sheets, entrepreneurship education brochures and other Materials as may be determined by the Company from time to time;
1.4 “Company” means Nurture Entrepreneurs Limited which has developed and owns the Junior Entrepreneur Programme.
1.5 “Core Regulation” refers to legislation, statutory instruments, or Ministerial order or direction relating to the provision of education in Ireland to include, the Education Act 1998, the Education (Welfare) Act 2000, the Vocational Educations Acts 1930 – 2001, the Teaching Council Act 2001, circulars issued by the Department of Education (and in relation to schools under patronage/management of Catholic Bishops, includes the circulars and guidance issued by the Catholic Primary Schools’ Management Association (CPSMA) including the terms of the CPSMA Board of Management Handbook 2012), Health and Safety at Work Act, 1989 and Data Protection Acts 1988 – 2003;
1.6 “Company IPR” means all IPR in the Company Materials and the Brand Name and all other IPR owned or held by the Company in relation to the Programme;
1.7 “Company Materials” means all Materials created by the Company and employees of the Company for the Purpose whether before or after the Effective Date;
1.8 “Company Policies” means policies and procedures notified in writing from time to time to the School by the Company in relation to the operation of the Programme;
1.9 “Consent Form” means the form of consent relating to consent by parents for their children’s participation in the Programme as supplied by the Company to the School from time to time;
1.10 “Entrepreneur” means the entrepreneur appointed by the Company in the county or region where the School is located and whose identity shall be notified from time to time by the Company to the school.
1.11 “Effective Date” means the date of acceptance by the School of these terms and conditions through electronic acceptance of these terms and conditions;
1.12 “IPR” and “Intellectual Property Rights” means any and all patents, trademarks, service marks, trade names, logos (and all goodwill associated with such trademarks, services marks, trade names and logos), copyright (including the copyright in software in any form) designs, utility models, database rights, sui generis rights, topography rights, ideas, concepts, inventions, trade secrets and other confidential information, technical information, technology, know-how and all other intellectual property and rights of a similar or corresponding nature in any part of the world, whether registered or not, or capable of registration or not and including all applications and the right to apply for any of the foregoing rights;
1.13 “Materials” means all records, reports, text, leaflets, sketches, notes, papers, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form;
1.14 “Media Guidelines” means the guidelines for communicating with the media as issued by the Company from time to time;
1.15 “Participating Teachers” means those teachers of Participating Classes (as defined in section 4.1);
1.16 “Project Manager” means the employee, agent or representative of the Entrepreneur or Company nominated to manage and deliver the Programme on behalf of the Company;
1.17 “Purpose” means the development, promotion, development and delivery of the Programme;
1.18 “School Materials” means all Materials created by the School for the Purpose whether before or after the Effective Date;
1.19 “School Policies” means all other policies adopted by the School in addition to the Baseline Policies;
1.20 “Teacher’s Guide” means the textbook or workbook referred to as the Teacher’s Guide and issued to the School.
A reference to parent, shall be a reference to parent as defined in s. 2(1) of the
Education Act 1998.
2. APPOINTMENT OF THE SCHOOL
In consideration of the mutual obligations between the parties, the Company hereby appoints and the School hereby agrees to accept its appointment as a school participating in the Programme on the terms and conditions set out in this agreement.
3. OBLIGATIONS OF THE COMPANY
The Company hereby agrees to:-
3.1 Make online orientation available for Participating Teachers in relation to the Programme;
3.2 Develop the Classroom Kit to assist the School in delivery of the Programme;
3.3 Promote and market the Programme nationally and take all reasonable steps to ensure that all teaching materials supplied by the Company are consistent with the national primary school curriculum.
4. OBLIGATIONS OF THE SCHOOL
In respect of the appointment by the Company in relation to the Programme, the School hereby agrees to:
4.1 Selection and Enrolment of Pupils
4.1.1 Select such classes of the School as the School considers appropriate to participate in the Programme (“Participating Classes”);
4.1.2 Enroll all pupils in the Participating Classes as members of the Programme (“Participating Pupils”);
4.1.3 Ensure that any one of the parents of Participating Pupils have agreed to their child’s participation in the programme;
4.1.4 Ensure that the Project Manager is immediately notified in writing in circumstances when a pupil is enrolled as a member of the Programme is no longer a Participating Pupil;
4.1.5 Notify the Project Manager as soon as may be possible in the event that, or where Participating Teachers are aware or anticipate that the delivery of the Programme is not in accordance with the timelines for delivery as set out in the Teacher’s Guide or if the Participating Teacher’s envisage any possible delay in the delivery of the Programme as set out in the Teacher’s Guide;
4.2 Promotion of the Programme
4.2.1 Promote active participation by teaching staff, Participating Pupils and their Parents in the Programme;
4.2.2 Encourage teaching staff of the School to engage in a constructive and collaborative manner in the delivery and promotion of the Programme in the School;
4.2.3 Ensure that the Programme and its syllabus is completed;
4.2.4 Inform Parents of the Participating Pupils on the merits of the Programme to Participating Parents;
4.2.5 Make available for the Purpose, such materials, equipment and facilities of the School as are necessary for the Purpose;
4.2.6 Provide such other supports to Participating Teachers as they may request or require from the School from time to time;
4.3.1 Abide at all times with the instructions of the Company in respect of the operation of the Programme;
4.3.2 Ensure that it has in place and has adopted and abides by the Baseline Policies;
4.3.4 Comply at all times with the School Policies and all applicable and relevant
provisions of the Core Regulations;
4.3.5 Ensure that none of the Project Managers or their employees, agents, contractors or representatives shall be present with a pupil or a group of pupils of the School without the presence of a teacher of the School.
4.3.6 Ensure that on completion of the Programme, the Participating Class submits to the Company its completed folder of materials as set out in the Classroom Kit and as may be directed by the Project Manager from time to time;
4.4 Co-operation and Assistance
4.4.1 Provide in good time any information that the Company requires for the purpose of the promotion, delivery and development of the Programme;
4.4.2 Provide such cooperation and assistance as the Company may require from time to time;
4.5 Media Relations
4.5.1 Follow the Company’s Media Guidelines when communicating or discussing elements of the Programme with the media (ie press, radio, TV, social media, online media, etc.);
4.5.2 Ensure that the Company is notified of all requests to contact the media in relation to the programme received by the School.
5. INTELLECTUAL PROPERTY
5.1 In consideration of the mutual obligations in this agreement, the Company hereby grants to the School a non-exclusive, royalty free license to the School to use the Company IPR (which includes the Brand Name) for the Purpose (the “License”).
5.2 All right and title to and all Company IPR and the Brand Name shall vest and belong to the Company. Other than the License the School has no other right to use the Company IPR and/or the Brand Name and use by the School of the Company IPR and/or the Brand Name other than in conformity with the License shall constitute a breach by the School of the Company IPR.
5.3 The school (a.) warrants that it is entitled to offer a license to Company for all IPR in any Materials created by the School or Participating Pupils and (b.) undertakes to procure that all products/services IPR created by any of the participating pupils shall be owned by the School.
5.4 The School hereby grants a non-exclusive, royalty free, non-revocable, perpetual license of all its right title and interest and all IPR in any Materials created by the School or Participating Pupils for all purposes connected with the promotion and advertising of the Programme.
6. WARRANTY AND LIABILITY
6.1 The School agrees that it shall perform the Purpose with due care and skill, as a responsible and professional educational establishment.
6.2 The Company agrees that it shall perform its duties and obligations under the terms of this agreement with due care and skill as a responsible and professional education provider.
6.3 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by applicable law.
6.4 Nothing shall exclude or limit either party’s liability for the following:
6.4.1 death or personal injury resulting from that party’s negligence;
6.4.2 that party’s fraud or statements made fraudulently by that party;
6.4.3 any other acts or omissions for which the laws of Ireland prohibit the exclusion or limitation of liability.
6.5 The company shall not be liable to the other for any indirect, special or consequential loss or damage whatsoever and howsoever arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise under or connected with this agreement.
6.6 The total liability of the company for any claims, losses, damages or expenses whatsoever and howsoever caused (even if caused by the party’s negligence and/or breach of contract) shall be limited in aggregate to a maximum sum equal to EUR500 (five hundred euro).
7. DURATION AND TERMINATION
7.1 This agreement shall come into effect on the Effective Date and shall continue until terminated in accordance with this agreement.
7.2 The School shall not have the right to terminate this agreement until completion by the School of the Programme.
7.3 The Company shall have the right to terminate this at any time on five days notice to the School with or without cause.
7.4 In the event that a School or Participating Class does not complete the Programme during an academic cycle, neither the School nor the Participating Class shall have any right to participate in the Programme for future academic cycles.
7.5 Either party has the right to terminate this agreement on completion of the Programme unless prior to notification of termination delivery of the Programme for the next academic cycle has commenced whereupon termination by the School shall not be permitted (other than for reasons set out in clause 7.3) until completion of the Programme.
8. EFFECTS OF TERMINATION
8.1 Termination of this agreement, however, caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
8.2 In the event of termination by notice by either party then:-
8.2.1 the Licence shall terminate;
8.2.2 the School shall return to the Company all Materials (whether Company Materials or School Materials) it may possess in relation to the Programme and delete all Company Materials and School Materials which may appear on PC’s, networks, electronic devices and on all electronic storage media of whatever nature and wherever located;
8.2.3 The School shall cease to
(a) offer the Programme or participate in the Programme in any manner;
(b) hold itself as being entitled to participate in the Programme or offer the Programme;
(c) associate itself with the Programme;
(d) pass itself off as having the right to offer or continue participating in the Programme;
(e) make any statements to any third parties, be they Parents or Participating Pupils or otherwise, that they have the right to offer to continue to participate in the Programme.
9. DATA PROTECTION OBLIGATIONS
9.1 To the extent that the delivery of the Programme by the Company involves the processing of personal data within the meaning of the DPA (as defined below), the Company agrees that:
9.1.1 for any Personal Data processed by the Company in connection with the Programme, the parties acknowledge that the School shall be the Data Controller and the Company shall be the Data Processor;
9.1.2 having regard to the cost of implementing technical and organisational security measures and to technological development, the Company shall implement measures to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage to Personal Data, and to reflect the nature of the Personal Data to be protected;
9.1.3 the Company shall use reasonable endeavours to notify the School of any breaches of its security (including any unauthorized or accidental access) which are likely to or actually affect the Personal Data referred to in this agreement or its security immediately upon becoming aware of such breaches;
9.1.4 the Company may disclose Personal Data to those of its employees, agents and temporary contractors as it considers necessary for the administration of the Programme on similar terms to those set out in this agreement.
9.2 The School warrants and undertakes that:
9.2.1 it complies and shall continue to comply with its obligations as a Data Controller under the DPA;
9.2.2 all Personal Data provided to the Company has been obtained in accordance with the DPA including but not limited to ensuring that all required pupil and/or parent consents have been procured prior to passing Personal Data to the Company; and
9.2.3 it has not done anything and will not do anything that might undermine or adversely affect the delivery of the Programme by the Company.
9.3 The School shall indemnify and keep indemnified and defend at its own expense the Company against all costs, claims, damages or expenses (“Loss”) incurred by the Company or for which the other Company may become liable including:
9.3.1 civil claims where a final award of damages has been granted or which are subject to a court approved settlement; and/or
9.3.2 administrative fines imposed by a supervisory authority and approved by a court of competent jurisdiction.
9.4 For the purposes of this Clause 9 and this agreement, (i) “DPA” shall mean the Data Protection Acts 1988 and 2003, the Data Protection Directive (95/46/EC), the European Communities (Electronic Communications Networks And Services) (Privacy And Electronic Communications) Regulations 2011, the ePrivacy Directive 2002/22/EC and all applicable laws and regulations relating to the processing of personal data, and (ii) the terms “Personal Data”, “Data Controller” and “Data Processor” shall have the same meanings as in the DPA.
10. ENTIRE AGREEMENT
10.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter of this agreement.
10.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
10.3 Nothing in this clause shall limit or exclude any liability for fraud.
11.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12. ASSIGNMENT AND OTHER DEALINGS PROHIBITED
12.1 This agreement is personal to the parties and neither party shall not without the prior written consent of the other (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement (or any document referred to in it), or purport to do any of the same. This does not prevent the Company from sub-contracting or delegate in any manner any or all of its obligations under this agreement to any third party or agent.
13. FREEDOM TO CONTRACT
13.1 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 this agreement.
14.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.1 If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.
15.2 If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16. GOVERNING LAW AND JURISDICTION
16.1 This agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Irish law.
16.2 The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).