Junior Entrepreneur Programme Terms
This agreement sets out the terms and conditions of engagement between the School and Productive Ventures Ltd.,(hereinafter referred to as ‘the Organisation’) in relation to the School’s participation in the Junior Entrepreneur Programme.
1. DEFINITIONS
For the purposes of these terms and conditions, the following definitions apply:
1.1 “Mandatory Policies” means written school policies relating to the following areas, health and safety; enrolment; code of behaviour including bullying; complaints against teachers; critical incident; protected disclosure; data protection; child protection & garda vetting.
1.2 “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 2005, and Data Protection Act 2018 incorporating the EU General Data Protection Regulation (GDPR);
1.3 “The Organisation” means Productive Ventures Ltd, which has developed, licences and operates the Junior Entrepreneur Programme.
1.4 “Classroom Kits” means the classroom kits developed by the Organisation 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 Organisation from time to time;
1.5 “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;
1.6 “The Junior Entrepreneur Programme”, hereinafter also referred to as ‘
“JEP” or “the Programme” means the entrepreneurial programme provided to schools, including but not limited to the Brand Name, the Classroom Kits, the Materials, Policies, IPR, technology, operating systems and procedures.
1.7 “JEP Policies” means policies and procedures notified in writing from time to time to the School by the Organisation in relation to the operation of the Programme;
1.8 “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;
1.9 “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;
1.10 “JEP IPR” means all IPR in the the Organisation Materials and the Brand Name and all other IPR owned or held by the Organisation in relation to the Programme;
1.11 “JEP Materials” means all digital and printed Materials created by the Organisation and employees of the Organisation for the Purpose whether before or after the Effective Date;
1.12 “Effective Date” means the date of acceptance by the School of these terms and conditions through electronic acceptance of these terms and conditions;
1.13 “Media Guidelines” means the guidelines for communicating with the media as issued by the Organisation from time to time;
1.14 “Participating Teachers” means those teachers of Participating Classes (as defined in section 4.1);
1.15 “Purpose” means the development, promotion, development and delivery of the Programme;
1.16 “School Materials” means all Materials created by the School for the Purpose whether before or after the Effective Date;
1.17 “School Policies” means all other policies adopted by the School in addition to the Mandatory Policies;
1.18 “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 Organisation 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 Organisation
The Organisation 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 the delivery of the Programme;
3.3 Promote, market and support the Programme nationally and take all reasonable steps to ensure that all teaching materials supplied by the Organisation are consistent with the national primary school curriculum.
4. OBLIGATIONS OF THE SCHOOL
In respect of the appointment by the Organisation in relation to the Programme, the School hereby agrees to:
Enrolment
4.1.1 Select such classes of the School as the School considers appropriate to participate in the Programme (“Participating Classes”);
4.1.2 Enrol all pupils in the Participating Classes as members of the Programme (“Participating Pupils”);
4.1.3 Notify the Organisation 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 Ensure that the Programme and its syllabus is completed;
4.2.3 Inform Parents/Guardians of the Participating Pupils on the merits of the Programme;
4.2.4 Make available for the Purpose, such materials, equipment and facilities of the School as are necessary for the Purpose;
4.3 Compliance
4.3.1 Abide by the the Organisation process (as set out in the Teacher’s Guide) in the operation of the Programme;
4.3.2 Ensure that it has in place and has adopted and abides by the Mandatory Policies;
4.3.3 Comply at all times with the School Policies and all applicable and relevant provisions of the Core Regulations;
4.3.4 Ensure that none of the Organisation 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.
4.3.5 Ensure that on completion of the Programme, the Participating Class submits to the Organisation its completed materials in physical or digital form, as set out in the the Organisation materials.
4.3.6 In addition to the school’s responsibilities under the Mandatory Policies the school will ensure that a risk assessment is carried out to ensure the safety of Participating Pupils during their participation in the Organisation
4.4 Co-operation and Assistance
4.4.1 Provide in good time any information that the Organisation requires for the purpose of the promotion, delivery and development of the Programme;
4.4.2 Provide such cooperation and assistance as the Organisation may require from time to time;
4.5 Media Relations
4.5.1 Follow the Organisation’s Media Guidelines when communicating or discussing elements of the Programme with the media (i.e. press, radio, TV, social media, online media, etc.);
4.5.2 Ensure that the Organisation is notified of all media requests in advance of providing responses to Media.
4.6 Awards
Awards issued by the Organisation are subject to the following conditions;
4.6.1 The organisation’s decision is final in the case of awards. No correspondence will be entered into.
4.6.2 The Organisation retains sole discretion to withhold awards without liability if, in its view, an honouree is ineligible, the entry is invalid, or entries do not meet the required standard.
4.6.3 The organisation reserves the right to withdraw or amend award categories.
Entries which are not submitted by the designated date will be ineligible for an award.
4.6.4 Responsibility cannot be accepted for entries invalidated by technical issues.
4.6.5 The project which Participating Classes submit to enter the awards, may be used by the Organisation for promotion purposes.
4.6.6 By participating in the awards, Participating Classes are deemed to have accepted these terms and conditions.
4.6.7 To the extent permitted by law, the Organisation excludes all liability whatsoever to entrants and honourees in relation to the awards and the prizes to be awarded.
5. INTELLECTUAL PROPERTY
5.1 In consideration of the mutual obligations in this agreement, the Organisation hereby grants to the School a non-exclusive, royalty-free license to use the Organisation IPR (which includes the Brand Name) for the Purpose (the “License”).
5.2 All rights and title to and all the Organisation IPR and the Brand Name shall vest and belong to the Organisation. Other than the License, the School has no other right to use the Organisation IPR and/or the Brand Name and use by the School of the Organisation IPR and/or the Brand Name other than in conformity with the License shall constitute a breach by the School of the Organisation IPR.
5.3 The school (a.) warrants that it is entitled to offer a license to the Organisation 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 to the Organisation a non-exclusive, royalty-free, non-revocable, perpetual license of all its rights title and interest and all IPR in any Materials created by the School or Participating Pupils, for the promotion and advertising of the Programme.
5.5 The School warrants that the projects and School materials generated under the Programme do not infringe existing trademarks, Copyright or other intellectual property rights or known patents.
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 organisation 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 Organisation 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 Organisation 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 acceptance of these terms and conditions and is terminated at the end of the academic cycle, unless other otherwise terminated in accordance with this agreement.
7.2 The Organisation shall have the right to terminate this at any time on five days notice to the School with or without cause.
7.3 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.
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 Organisation all Materials (whether the Organisation Materials or School Materials) it may possess in relation to the Programme and delete all the Organisation 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 Organisation involves the processing of personal data within the meaning of the DPA (as defined below), the Organisation agrees that:
9.1.1 for any Personal Data processed by the Organisation in connection with the Programme, the parties acknowledge that the School shall be the Data Controller and the Organisation 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 Organisation 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 Organisation shall use all reasonable endeavours to notify the School of any breaches of its security (including any unauthorised 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 Organisation 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 Organisation 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 Organisation; 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 Organisation.
9.3 The School shall indemnify and keep indemnified and defend at its own expense the Organisation against all costs, claims, damages or expenses (“Loss”) incurred by the Organisation or for which the Organisation 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 Act 2018 incorporating the EU General Data Protection Regulation (GDPR) 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. VARIATION
11.1 The Organisation reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms. Please check these Terms periodically for changes. The School’s continued use of the site or Services after the posting of changes constitutes its binding acceptance of such changes. In addition, when using any particular services, the School may be subject to any posted guidelines, rules, product requirements or sometimes additional terms applicable to such services. All such guidelines, rules, product requirements or sometimes additional terms are hereby incorporated by reference into the Terms
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 Organisation from sub-contracting or delegating 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. WAIVER
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. SEVERANCE
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).
Updated 29th August 2023