Return to Learning

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End User License Agreement

Return to Learning Strategy

Stuart Bonsell ("Licensor") is willing to provide access to the course currently marketed as the Return to Learning Strategy (define below) to you ("Licensee") on the terms and conditions of this End User License Agreement ("EULA"). You hereby acknowledge that you have read, understood and accepted this EULA before using the Return to Learning Strategy.

In downloading the Return to Learning Strategy you agree to this EULA.

This EULA constitutes a legal and enforceable contract between you and Stuart Bonsell (Each a "party" and together the "parties").

If you do not agree to this EULA, you should not use the Return to Learning Strategy and/or should immediately make no further use of the Return to Learning Strategy.

1. INTERPRETATION

The following definitions apply to this EULA:

"Return to Learning Strategy": means the digital training materials provided by the Licensor, as may be amended, modified or supplemented from time to time.

"Intellectual Property Rights": means any and all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

"Licence": has the meaning given to it in clause 2.1.

"Third Party Content": means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any which is accessed by your use of the Return to Learning Strategy.

"School": the premises unique to this EULA where the Licensee agrees to store the Return to Learning Strategy materials securely and where all of the use of the Return to Learning Strategy will take place.

"User(s)": Person(s) employed or contracted to work for the School as teaching staff who are identified in the invoice as users of the Return to Learning Strategy.

"RTL Lead" the relevant person who is identified in writing to the Licensor by the Licensee and who is hereby authorised by the Licensee to liaise between the Licensee, School, Users and the Licensor.

"You" means the person (being any individual, body corporate, company, corporation, firm, partnership, joint venture, association, state, state agency, institution or trust (whether or not having a separate legal personality) identified to the Licensor as the counterparty to this contract having all the obligations of the Licensee (as defined herein).

2. LICENCE OF THE RETURN TO LEARNING STRATEGY

2.1 In consideration of the Fee paid by the Licensee to the Licensor, the Licensor grants to the Licensee a non-exclusive licence for a term of 1 year (the "Term") to use the Return to Learning Strategy (the "Licence"). The Term shall automatically renew unless terminated in accordance with this Agreement and upon renewal the Licensee shall be obliged to pay the renewal fee of £600 (plus VAT).

2.2 In relation to the scope of use:

(a) For the purposes of clause 2.1, use of the Return to Learning Strategy shall be restricted to use of The Return to Learning Strategy in object code form in the manner specified in clause 3 for normal business purposes of the Licensee (which shall not include allowing the use of The Return to Learning Strategy by, or for the benefit of, any person other than an employee of Licensee).

(b) The Licensee may not use the Return to Learning Strategy other than as specified in clause 3 without the prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be payable on any change of use approved by the Licensor.

(c) The Licensee may make as many backup copies of the Return to Learning Strategy as may be necessary for its lawful use and in accordance with the number of Users. The Licensee shall record the number and location of all copies of the Return to Learning Strategy and take steps to prevent unauthorised copying.

(d) The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Return to Learning Strategy in whole or in part except to the extent that any reduction of the Return to Learning Strategy to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Return to Learning Strategy with the operation of other software or systems used by the Licensee, unless the Licensor is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Licensee shall request the Licensor to carry out such action or to provide such information (and shall meet the Licensor's reasonable costs in providing that information)] before undertaking any such reduction.

(e) The Third-Party Content shall be deemed to be incorporated within the Return to Learning Strategy for the purposes of this EULA (except where expressly provided to the contrary) and use of the Third-Party Content shall be subject to the Third-Party Content.

(f) The Licensee shall indemnify and hold the Licensor harmless against any loss or damage which it may suffer or incur as a result of the Licensee's breach of any Third-Party Content howsoever arising.

(g) The Licensor may treat the Licensee's breach of any Third-Party Content as a breach of this licence.

(h) The Licensee may not use any such information provided by the Licensor or obtained by the Licensee during any such reduction permitted under this clause 2.2 to create any software whose expression is substantially similar to that of the Return to Learning Strategy nor use such information in any manner which would be restricted by any copyright subsisting in it.

2.3 The Licensee shall not:

(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b) allow the Return to Learning Strategy to become the subject of any charge, lien or encumbrance; and

without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed.

2.4 The Licensor may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Licensee.

2.5 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

3. YOUR USE OF THE RETURN TO LEARNING STRATEGY

3.1 Your access to the Return to Learning Strategy shall be limited to the Licensee, the School and the number of Users defined in the Return to Learning strategy invoice.

3.2 The Licensee shall keep the Return to Learning strategy course materials secure in accordance with the copyright notice presented digitally in the Return to Learning strategy. The Licensor shall not be liable for any losses or damage suffered by the Licensee due to the disclosure of Return to Learning Strategy course materials.

3.3 The Licensee’s use of the Return to Learning Strategy shall not violate any applicable law, regulation or any terms of use applicable to the use of Third Party Content.

3.4 The Return to Learning Strategy is provided for training purposes only and the Licensee must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained through the Return to Learning Strategy.

3.5 The Licensee is solely responsible for ensuring that users/the school has sufficient and compatible hardware, software and internet connectivity necessary for use of the Return to Learning Strategy.

4. RESPONSIBILITIES

4.1 The Licensee agrees to provide and maintain as current throughout the duration of the License agreement a .xls list of User names.

4.2 The Licensee agrees to provide the name of the School's RTL lead.

4.3 The Licensee agrees to support RTL Lead in RTL Lead responsibilities.

4.4 The Licensee agrees that when conducting RTL business to at all times act in a professional, moral, honest and responsible manner.

4.5 The RTL lead agrees to use best efforts to encourage Teaching Staff to join RTL Masterclass group constituting at least sixty percent of Teaching Staff.

4.6 The RTL lead agrees to encourage participation of Teaching Staff in RTL Masterclass group comprising one vote per Teaching Staff per month for existing RTL Masterclass Teaching Award entries and each school to submit one new RTL Masterclass Teaching Award entry per school per month.

4.7 The RTL Lead agrees that when conducting RTL business to at all times act in a professional, moral, honest and responsible manner.

4.8 The Licensor ensures that best efforts will be used to maintain the EULA agreement.

4.9 The Licensee shall:

(a) ensure that the number of persons using the Software does not exceed the number of identified Users;

(b) ensure that the Software is installed on designated equipment only;

(c) keep a complete and accurate record of the Licensee's copying and disclosure of the Return to Learning Strategy and its Users, and produce such record to the Licensor on request from time to time;

(d) notify the Licensor as soon as it becomes aware of any unauthorised use of the Return to Learning Strategy by any person; and

(e) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Licensor would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.

4.10 The Licensee shall permit the Licensor to inspect and have access to any premises (and to the computer equipment located there) at or on which the Return to Learning Strategy is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Licensee is complying with the terms of this licence, provided that the Licensor provides reasonable advance notice to the Licensee of such inspections, which shall take place at reasonable times.

5. Fees

5.1 The Licensee shall pay to the Licensor licence fees in accordance with the invoice, that is pre-agreed in advance of downloading the Return to Learning Strategy and acceptance of this Agreement by way of such download.

5.2 All payments made by the Licensee under this agreement are exclusive of VAT.

5.3 If the Licensee fails to make any payment due to the Licensor under this agreement by the due date for payment, then, the Licensee shall pay interest on the overdue amount at the rate of 15% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

6. PROPRIETARY RIGHTS

6.1 The Licensee acknowledges that all Intellectual Property Rights in the Return to Learning Strategy belong and shall belong to the Licensor [or the relevant third-party owners (as the case may be)], and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of this agreement

6.2 If any third party makes a claim, or notifies an intention to make a claim against the Licensee, then the Licensee shall:

(a) as soon as reasonably practicable, giving written notice of the claim to the Licensor, specifying the nature of the claim in reasonable detail;

(b) not making any admission of liability, agreement or compromise in relation to the claim without the prior written consent of the Licensor (such consent not to be unreasonably conditioned, withheld or delayed);

(c) giving the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies (at the Licensor's expense) for the purpose of assessing the Claim; and

(d) subject to the Licensor providing security to the Licensee to the Licensee's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.

7. THIRD PARTY CONTENT

7.1 The Return to Learning strategy may use Third Party Content. The Licensor is not responsible for the availability or accuracy of third party content.

7.2 Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.

7.3 The Licensee will indemnify, defend and hold harmless the Licensor, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against the Licensor arising out of or related in any way to either party’s use of Third Party Content in accordance with this EULA.

8. CONFIDENTIALITY

8.1 In this clause, "Confidential Information" means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the Return to Learning Strategy and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 7.3).

Confidential Information excludes any information which:

(a) is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;

(b) was in the receiving party’s lawful possession before the disclosure;

(d) is independently developed by the receiving party and that independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

8.2 Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this EULA.

8.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this EULA.

8.4 This clause shall survive termination of this EULA for a period of 5 years.

9. LIMITATION OF LIABILITY

9.1 This clause 9 sets out the Licensor’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you.

9.2 The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(a) special damage even if the Licensor was aware of the circumstances in which such special damage could arise;

(b) loss of profits;

(d) loss of business opportunity;

(e) loss of goodwill;

(f) loss or corruption of data;

(g) wasted expenditure;

(h) pain and suffering and loss of amenities;

(i) physical inconvenience and discomfort;

(j) social discredit; and/or

(k) mental distress.

9.3 The Licensee agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement.

9.4 You assume sole responsibility for your use of the Return to Learning strategy and for the results of, or conclusions drawn from, such use.

9.5 The Return to Learning Strategy is provided "as is". The Licensor disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Return to Learning Strategy, its use and the results of such use. The Licensor specifically disclaims any warranty:

(a) that the Return to Learning Strategy and its availability shall be uninterrupted, delayed or error-free;

(b) that defects shall be corrected;

(d) that the security methods employed in course content transfer shall be sufficient; or

(e) regarding correctness, accuracy, or reliability.

9.6 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.

9.7 Nothing in this EULA excludes the liability of the Licensor:

(a) for death or personal injury caused by the Licensor’s negligence;

(b) for fraud or fraudulent misrepresentation; or

9.8 Subject to clause 9.7, the Licensor shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.

9.9 Subject to clause 9.7, The Licensor’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to GBP10.

10. DATA PROTECTION

10.1 The Parties intend that the Licensor is the controller and responsible for your personal data.

10.2 The Licensor may collect, use, store and transfer different kinds of personal data about you as follows: identity data; contact data; financial data; transaction data; Technical Data; Profile Data; Usage Data.; Marketing and Communications Data. The Licensor shall only collect and process personal data in accordance with the legal basis of entering into and performing a contract with the Licensee for the purposes of delivering the Return to Learning Strategy, including To register you as a new Licensee; To process and deliver your order; To manage your relationship with us; To enable you to participate in a prize draw, competition or complete a survey; To improve our website, products/services, marketing or Licensee relationships; To recommend products or services which may be of interest to you.

10.3 We may transfer, store and process your personal data outside the UK.

10.4 The Licensor shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by the Licensee, or any accidental loss, destruction or damage of such data.

10.5 Under certain circumstances, you have rights under data protection laws in relation to your personal data including the right to receive a copy of the personal data we hold about you and the right to make a complaint at any time to the Information Commissioner's Office, the UK regulator for data protection issues (www.ico.org.uk).

11. TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

11.2 The Licensee may terminate this agreement (and thereby cancel any automatic renewal of this agreement) at any time by giving the Licensor at least 3 months prior written notice.

11.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

11.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

11.5 On termination for any reason:

(a) all rights granted to the Licensee under this agreement shall cease;

(b) the Licensee shall cease all activities authorised by this agreement;

(d) the Licensee shall immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so.

12. WAIVER

A waiver of any right under this EULA is only effective if it is in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13. SEVERANCE

If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force. If any provision or part-provision of this agreement is deemed deleted 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.

14. ENTIRE AGREEMENT

14.1 This agreement or documents otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.

14.2 Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) (Representation) other than as expressly set out in this agreement [or those documents].

14.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.

14.4 Nothing in this clause shall limit or exclude any liability for fraud.

15. ASSIGNMENT

The Licensee shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of the Licensor.

16. THIRD PARTY RIGHTS

This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. NO PARTNERSHIP

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19. REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. GOVERNING LAW AND JURISDICTION

20.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have non-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).

End User License Agreement

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