Terms & conditions

This terms and conditions are agreed between Lives Not Knives (“Supplier”) and “School” (details as set out in the Particulars). Together with the Particulars and the Privacy Policy, these terms and conditions form the “agreement” between the parties, which is effective as of the Effective Date set out in the Particulars.  

The Supplier has developed unique content, namely the Educate Hub platform, which it makes available to schools via the internet on a subscription basis for the purpose of providing teachers with teaching materials in relation to knife crime and youth violence generally, which may be used to educate students on these topics (the “Purpose”). The School wishes to use the Educate Hub as part of its teaching.  

  1. Interpretation
    1. The definitions and rules of interpretation in this clause apply in this agreement.
  2. Authorised Users: those employees (including teachers), agents and independent contractors of the School who are authorised by the School to use the Services.
  3. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
  4. School Data: the data inputted by the School, Authorised Users, or the Supplier on the School's behalf for the purpose of using the Services or facilitating the School's use of the Services.  
  5. Effective Date: the Subscription Effective Date as set out in the Particulars. 
  6. Initial Subscription Term: the initial term of this agreement as set out in the Particulars. 
  7. Normal Business Hours: 9.00 am to 5.00 pm local UK time, each business day (i.e. all days except weekends and UK bank holidays)
  8. Renewal Period: the period described in clause 14.1.
  9. Services: the subscription to the Educate Hub platform provided by the Supplier to the School under this agreement via  or any other website notified to the School by the Supplier from time to time.
  10. Subscription Fees: the subscription fees payable by the School (or a third party on behalf of the School, if stated on the Particulars) to the Supplier for the User Subscriptions, as set out in the Particulars.
  11. Subscription Term: means the Initial Subscription Term together with any subsequent Renewal Period(s).p
  12. User Subscriptions: the subscriptions purchased by the School pursuant to clause 9.1, each of which which entitle 30 Authorised Users to access and use the Services in accordance with this agreement. 

 

  1. User Subscriptions
    1. The Supplier grants to the School the right to permit Authorised Users to use the Services during the Subscription Term, subject to these terms and conditions. 
    2. In relation to the Authorised Users, the School undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the permitted amount, which is 30 Authorised Users per User Subscription purchased; (b) each Authorised User shall keep a secure password for their use of the Services and shall keep their password confidential; and (c) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 business days of the Supplier's written request at any time or times.
    3. The School shall not distribute or transmit any material through its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or (f) is otherwise illegal or causes damage or injury to any person or property. 
    4. The School shall not, except as may be allowed by any applicable law and except to the extent expressly permitted under this agreement, (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means, except for the Purpose; (b) or attempt to de-compile, reverse compile, disassemble, or reverse engineer all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with the Services; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users (who may display the Services to students of School in line with the Purpose); or (f) attempt to obtain, or assist third parties in obtaining access to the Services other than as provided under this clause 2. 
    5. The School shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
  2. Additional User subscriptions
    1. Subject to clause 3.2 and clause 3.3, the School may, from time to time, request to purchase additional User Subscriptions in excess of the number set out in the Particulars, at the cost set out in the Particulars.
    2. If the School wishes to purchase additional User Subscriptions, the School shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the School with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 3 business days of receipt of payment for the additional User Subscriptions. 
    3. If such additional User Subscriptions are purchased by the School part way through the Initial Subscription Term or any Renewal Period (as applicable), fees for such User Subscriptions shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
  3. Service Availability and Support 
    1. The Supplier shall use commercially reasonable endeavours to make the Services ‘always available’ during Normal Business Hours. School acknowledges that the Services may occasionally be unavailable due to necessary maintenance work. Supplier shall use reasonable endeavours to carry out such maintenance work outside of Normal Business Hours, and shall use reasonable endeavours to give School advance notice of such maintenance work. Supplier will, as part of the Services, provide the School with the standard technical support services during Normal Business Hours. In the event that the School requires such support, it should raise an enquiry to educatehub@livesnotknives.org. Supplier shall endeavour to respond to any support enquiries within 48 hours Monday to Friday 9am- 5pm, excluding UK public holidays.
  4. Data protection
    1. The parties shall comply with all applicable data protection laws and regulations, including UK GDPR. 
  5. Third party providers
    1. The School acknowledges that the Services may enable or assist it to access the website content of third parties via third-party websites, and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party websites. Any contract entered into via any third-party website is between the School and the relevant third party, and not the Supplier.
  6. Supplier's obligations
    1. The Supplier shall provide the Services with reasonable skill and care.
    2. The Supplier's shall not be liable for non-conformance with clause 7.1 to the extent that such non-conformance is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.  
    3. The Supplier does not warrant that: (a) the School's use of the Services will be uninterrupted or error-free; or (b) that the Services and/or the information obtained by the School through the Services will meet the School's requirements; or (c) that the Services will be free from vulnerabilities or viruses. The Supplier not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the School acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  7. School's Obligations
    1. The School shall provide the Supplier with: (a) all necessary co-operation in relation to this agreement; and (b) all necessary access to such information as may be required by the Supplier in order to provide the Services, including but not limited to School Data.
    2. The School shall ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement.
    3. The School shall own all right, title and interest in and to all of the School Data that is not personal data.
  8. Charges and Payment
    1. If a third party is paying the Subscription Fees to the Supplier on behalf of the School, as set out in the Particulars, then clauses 9.1, 9.2, 9.3 and 9.5 below shall not apply to this Agreement for the Initial Subscription Term and for any Renewal Period for which the third party continues to pay the Subscription Fees on behalf of the School. In such circumstances: (a) School shall not have any liability to Supplier for the Subscription Fees for the Initial Subscription Term or the relevant Renewal Period, (b) Supplier shall make arrangements directly with the third party to facilitate the payment of the Subscription Fees, and (c) School's access to the Platform shall be subject to payment of the Subscription Fees being received by the Supplier from the third party.
    2. The School shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.
    3. The School may pay the Subscription Fees (i) by credit card; (ii) by direct debit; or (iii) via a payment link. Payment of the Subscription Fees can be made through the Educate Hub platform and is processed by Supplier’s payment processor, Stripe. Subscription Fees are due by the Effective Date and, for each Renewal Period, on the first day of the Renewal Period.   
    4. Where the School has made payment by direct debit or payment link, or provided credit card details to the Supplier, the School hereby authorises its payment of Subscription Fees to be automatically taken on each anniversary of the Effective Date, for the Subscription Fees payable in respect of the upcoming Renewal Period, unless this agreement is terminated prior to a renewal in accordance with clause 14. 
    5. Supplier reserves the right to block School’s and its Authorised Users’ access to the Services until payment of the Subscription Fees has been received. If Subscription Fees remain unpaid for 30 days from the Effective Date or the first day of a Renewal Period (as applicable), Supplier may immediately terminate this agreement. 
    6. Supplier may charge School interest on late or non-received payment at the rate of 2% above the Bank of England base rate from time to time. 
    7. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) non-cancellable and non-refundable; and (c) are exclusive of value added tax. If VAT or any other applicable taxes are chargeable on the Services, such taxes shall be added by Supplier to the total fees payable.
    8. The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 60 days' prior written notice to the School, and the Particulars shall be deemed to have been amended accordingly. In the event that a third party is paying the Subscription Fees on behalf of the School, such notification shall also be provided by Supplier to the third party.
    9. In the event that a third party has paid the Subscription Fees on behalf of the School and notifies Supplier that it wishes to cease its funding contribution prior to the commencement of the next Renewal Period, Supplier shall discuss with School whether the Services shall continue into the next Renewal Period or if they shall terminate at the end of the current period. 

  9. Proprietary Rights 

    The School acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the School any rights to, under or in, any intellectual property rights (whether registered or unregistered), or any licences in respect of the Services. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement. 

  10. Confidentiality  
    1. “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives in connection with the Educate Hub service including but not limited to (a) the terms of this agreement; and (b) any information that would be regarded as confidential by a reasonable person relating to the business, assets, affairs, Schools, clients, suppliers, employees, students, staff, trustees, or plans, of the disclosing party, and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party. The parties agree that details of the Services, including the results of any performance tests of the Services, shall constitute Supplier‘s Confidential Information, and School Data shall constitute School’s. Confidential Information.
    2. “Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
    3. The provisions of this clause shall not apply to any Confidential Information that (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
    4. Each party shall keep the other party's Confidential Information secret and confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose).
    5. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and, at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
    6. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
    7. On termination or expiry of this agreement, each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; and erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).
    8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, or any court or other authority of competent jurisdiction.
    9. The above provisions of this clause 11 shall continue to apply after termination or expiry of this agreement.
  11. Indemnity
    1. The School shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the School's use of the Services, provided that (a) the School is given prompt notice of any such claim; (b) the Supplier provides reasonable co-operation to the School in the defence and settlement of such claim, at the School's expense; and; (c) School is given sole authority to defend or settle the claim.
    2. The Supplier shall defend the School, its officers, directors and employees against any claim that the School's use of the Services in accordance with this agreement infringes any third party intellectual property rights, and shall indemnify the School for any amounts awarded against the School in judgment or settlement of such claims, provided that (a) the Supplier is given prompt notice of any such claim; (b) the School does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and (c) the Supplier is given sole authority to defend or settle the claim.
    3. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the School to the extent that the alleged infringement is based on (a) a modification of the Services by anyone other than the Supplier; or (b) the School's use of the Services in a manner contrary to the instructions given to the School by the Supplier; or (c) the School's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or (d) the School's breach of this agreement.
    4. The foregoing  and clause 13.4 state the School's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any third party intellectual property rights.   
  12. Limitation of Liability
    1. Except as expressly and specifically provided in this agreement: (a) the School assumes sole responsibility for results obtained from the use of the Services by the School, and for conclusions drawn from such use; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (c) the Services are provided to the School on an "as is" basis.
    2. Nothing in this agreement excludes the liability of either party (a) for death or personal injury caused by the Supplier's negligence; or (b) for fraud or fraudulent misrepresentation.
    3. Subject to clause 13.1 and clause 13.2 the Supplier shall have no liability for any special, indirect, or consequential loss, costs, damages, charges, or expenses.
    4. The Supplier's total aggregate liability to the School (including in respect of the indemnity at clause 12.2), in respect of all breaches of duty occurring within any Subscription Term year shall be limited to the Subscription Fees paid by the School (or by the third party on behalf of the School, if applicable) in the 12 months preceding the date of the relevant claim.  
    5. References to liability in this clause 13 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    6. Nothing in this agreement excludes the liability of the School for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
  13. Term and Termination
    1. This agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or then current Renewal Period; or (b) it is otherwise terminated in accordance with the provisions of this agreement. 
    2. 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 for 30 days after being notified in writing to make such payment; or (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 14 days after being notified in writing to do so; or; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or commences negotiations with creditors with a view to rescheduling its debts; or applies to court for, or obtains a moratorium, or undergoes any other similar event which may be considered to be an ‘insolvency event.’
    3. On termination of this agreement for any reason: (a) all rights granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, and other items belonging to the other party; and (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  14. NOT USED
  15. General Terms 
    Conflict. If there is any conflict between any of the provisions in the main body of this agreement and the Particulars, the provisions of the Particulars shall prevail. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Waiver. A waiver of any right or remedy is only effective if given 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. Rights and 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. Validity. If any provision or part-provision of this agreement 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 this agreement. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Counterparts. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
  16. Assignment 

The School shall not, without the prior written consent of the Supplier, assign or transfer any of its rights and obligations under this agreement. The Supplier may at any time assign or subcontract any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the School. 

  1. No Partnership or Agency 

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

  1. Third Party Rights 

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

  1. Notices 

Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by first-class post or other next working day delivery service to the party’s address as set out in the Particulars, or by email to the party’s email address as set out in the Particulars. 

  1. Governing Law and Jurisdiction 

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 interpreted in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims. 

 

LNK Unit Upper Mall Centrale Shopping Centre Croydon CR0 1TY | www.livesnotknives.org | info@livesnotknives.org | 0208 681 8244| Registered Charity: 1153634