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Licence Agreement

This Licence is provided to the Licensee by the Licensor namely Bright Light Education LLP with a registered number of OC434332 and a registered office address of 72 Dover House Road, SW15 5AT (“The Licensor”). Prior to obtaining the Licence, the Licensee must acknowledge and agree to the terms and conditions (“Agreement”) detailed herein. The Licensee understands that upon agreeing to the terms of the Licence they are entering into a legally binding contractual relationship with the Licensor.

 

A copy of this Agreement has been provided to the Licensee by email.

 

(1)    The Licensor is the owner and developer and legal and beneficial owner of all relevant Courses available on their website (including any and all associated documentation).

(2)    The Licensor wishes to grant to the Licensee a non-exclusive licence to use the Course (and all associated documentation) in accordance with the terms and conditions of this Agreement.

 

IT IS AGREED as follows:

 

  1. Definitions and Interpretation

1.1    In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day”

means any day (other than a Saturday or Sunday) in which ordinary banks are open for their full range of normal business in England;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). This shall include, but not be limited to, information about and contained in the Course and the Specification;

“Data Protection Legislation”

means  all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and any applicable guidance or codes of practice issued by the Information Commissioner’s Office or other applicable regulatory authorities from time to time;

“Delivery Date”

means the date upon which access to the Course will be shared with the Licensee;

“Intellectual Property Claim”

means a claim that the Licensee’s use of the Course infringes the Intellectual Property Rights of a third party, as set out in Clause 9;

“Intellectual Property Rights”

means (a) any and all rights in any copyrights, patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, database rights, know-how, and rights in designs and inventions;

(b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Location”

means that the school or Local Authority may only use the Course at their own business location. Where the Licensee is a school, and that school is part of a group of schools or academies the Licence must be purchased per school/academy. Where the Licensee is a Local Authority the Licence is granted only for use in one school and cannot be used in additional schools without a further Licence being purchased (i.e. one licence must be purchased per school);

“Licence”

means the licence granted by the Licensor to the Licensee to use the Course, pursuant to Clause 2;

“Course”

means the Course and associated documentation owned by the Licensor, as specified in the relevant description on the Licensor’s website and all updates to that Course which are acquired by the Licensee during the term of this Agreement.

 

Depending on the Course, as stipulated on the Licensor’s website, additional materials maybe required to make full use of the Course. This includes, in some circumstances, purchasing the Licensor’s book “Creative Writing Skills”. Where such Course includes the need for the same each individual child or attendee will be required to purchase the relevant book;

“Specification”

means the specification of the Course, describing the facilities and functions thereof, as set out in the relevant description on the Licensor’s website;

“Term”

means the duration of the Licence as set out in the relevant description on the Licensor’s website;

“Update”

means a new release of the Course, as set out in Clause 6; and

“Vulnerability”

means an error, flaw, or mistake in the Course that permits or causes an unintended behaviour to occur, or a weakness in the Course that could be exploited or triggered by a threat source and that could result in a failure of confidentiality, integrity, or availability.

 

1.2    Unless the context otherwise requires, each reference in this Agreement to: “writing”, and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;“this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time; a Schedule is a schedule to this Agreement; a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and a “Party” or the “Parties” refer to the parties to this Agreement.

 

1.3    The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

 

1.4    Words imparting the singular number shall include the plural and vice versa.

 

1.5    Words importing persons include firms, companies, and corporations and vice versa.

 

  1. Grant of Licence

 

2.1    The Licensor grants to the Licensee a limited, non-exclusive, non-transferable Licence for the Term agreed by the Licensee and Licensor, use the Course, in accordance with the terms and conditions of this Agreement, for business purposes.

 

2.2    Access to the Course will be provided by means of a Dropbox link allowing the Licensee, and their students, to view the Course provided for the Licence period. The Course will comprise of Powerpoints and PDFs. In order to make use of the Course the Licensee is responsible for ensuring they have the relevant equipment to view the same.

 

2.3    Subject to the provisions of Clause 6 (Course Updates), the Licence shall not be deemed to extend to any other Course, documentation, or materials belonging to the Licensor that does not form part of the Course as expressly specified in this Agreement.

 

2.4    The Licensee shall not have the right to grant sub-licences to any other party to use the Course. The exception being that students of the Licensee may access the Course on Location.

 

2.5    The Licensee shall not, without the prior written consent of the Licensor:

 

2.5.1     sub-licence, assign, or novate any part of its rights or obligations under this Agreement;

 

2.5.2     permit the Course (or any part thereof) to become the subject of any encumbrance, lien, or charge; or

 

2.5.3     deal in any other way with its rights or obligations (in whole or in part) under this Agreement.

 

2.6    Where the Licensee advertises the Course, for use by the Licensee’s students or attendees, the Licensee must clearly ensure that the Licensor’s name and logo is used in promotional material attributing the Course to the Licensor.

 

2.7    The Licensee grants to the Licensor the right to identify the Licensee for promotional purposes including, but not limited to, including their name on the Licensor’s website and in any social media posts.

 

  1. Restrictions on Copying

 

The Licensee may not copy or backup the Course. The Licensee may not alter, delete, or otherwise obscure any notices of proprietary rights (including, but not limited to, copyright) or any product identification or restrictions on or in the Course. Any and all such notices must be included in full on or in all copies made of the Course.

 

  1. Restrictions on Alterations

 

The Licensee may not translate, reverse-engineer, decompile, disassemble, modify, or creative derivative works based on the Course (or any part thereof).

 

 

  1. Delivery

 

The Course will be made available to the Licensee, by means of Dropbox link, within 48 hours of the License being agreed between the parties . 

 

  1. Course Updates

 

6.1    The Licensor may, from time to time, issue interim versions of the Course, free of charge, to rectify any faults or to alter changes bought about by best practices.

 

6.2    Where 6.1 takes place the Licensor shall provide to the Licensee a revised link to enable access to the Course.

 

6.3    The Licensor warrants that no interim release shall adversely affect the Course in its then-current version and will not reduce, downgrade, or otherwise impair any of its existing features or functions.

 

6.4    The Licensor may, from time to time, issue new releases of the Course. A new release will constitute a new product instead of an update to an existing version of the Course. New releases shall be distinct from Interim Versions.

 

  1. Licensor’s Proprietary and Intellectual Property Rights

 

7.1    The Course and any and all Intellectual Property Rights of whatever nature which now or in the future subsist therein are and shall remain the property of the Licensor.

 

7.2    The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Course by any person.

 

  1. Intellectual Property Claims and Indemnity

 

8.1    The Licensor shall defend at its own expense any claim brought against the Licensee alleging that its possession and/or use of Course (or any part thereof) in accordance with its rights under this Agreement infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and the Licensor shall fully indemnify and hold harmless the Licensee from and against any and all losses, expenses, costs (including legal fees), and damages incurred by or awarded against the Licensee or agreed to in settlement of an Intellectual Property Claim provided that the Licensee:

 

8.1.1     furnishes the Licensor with prompt written notice of the Intellectual Property Claim, providing as much detail as is reasonably possible and practicable;

 

8.1.2     does not make any admission of liability and does not reach any agreement or compromise with respect to the Intellectual Property Claim without the prior written consent of the Licensor (such consent not to be unreasonably withheld);

 

8.1.3     provides the Licensor and its professional advisers with reasonable assistance and access (at reasonable times and on reasonable notice) in respect of the Intellectual Property Claim including, but not limited to, the disclosure of all facts and documents and access to any and all materials and personnel relating to the Intellectual Property Claim; and

 

8.1.4     fully cooperates with any and all reasonable requests of the Licensor and, subject to the Licensor providing satisfactory security to the Licensee against any claim, liability, losses, expenses, costs, or damages which the Licensee may incur, takes such actions as the Licensor may reasonably require in order to avoid, dispute, defend, compromise, or settle the Intellectual Property Claim.

 

8.2    Without prejudice to sub-Clause 8.1, if an Intellectual Property Claim is made or if, in the Licensor’s reasonable opinion, the Licensee’s possession and/or use of the Course (or any part thereof) in accordance with its rights under this Agreement is likely to become the subject of an Intellectual Property Claim, then the Licensor may, at its sole option and expense:

 

8.2.1     obtain for the Licensee the right to continue using the Course (or relevant parts thereof) which are or may become the subject of the Intellectual Property Claim; or

 

8.2.2     replace or modify the Course (or relevant parts thereof) which are or may become the subject of the Intellectual Property Claim so they become non-infringing.

 

8.3    If the Licensor replaces or modifies the Course in accordance with sub-Clause 8.2.2, the Licensor warrants that the replacement or modified Course shall continue to comply with the Specification and all warranties given by the Licensor under this Agreement, and that the Licensee’s rights under this Agreement shall be unaffected. Where any warranty under this Agreement refers to a particular date or time period, such date or period shall be interpreted as beginning on the date on which the Course was replaced or modified as described herein.

 

  1. Warranties

 

9.1    The Licensor hereby warrants and represents that:

 

9.1.1     it has the right to enter into this Agreement and to grant the Licence to the Licensee in accordance with the terms of this Agreement;

 

9.1.2     for a period of 30 days (the “Warranty Period”) from the Delivery Date, the Course shall be free from defects and shall conform in all material respects with the Specification.

 

9.1.3     any and all documentation included with the Course shall provide adequate instructions to enable the Licensee to make proper use of the Course and all facilities and functions thereof;

 

9.1.4     they have taken all reasonable precautions to ensure that the Course is free from viruses and other malware.

 

9.2    If the Licensee identifies any defect, fault, virus or other malware in the Course or any other failure of the Course to conform to the Specification or any of the warranties given by the Licensor under this Agreement during the Warranty Period, it shall notify the Licensor of the same in writing as soon as reasonably possible and practicable after identification.

 

9.3    After receipt of any such notice as set out under sub-Clause 9.2, the Licensor shall, at its sole option and expense, repair or replace the Course (or affected parts thereof).

 

9.4    The Warranties set out in this Clause 9 shall not apply to the extent that any defect, fault,  virus or other malware in the Course or any other failure of the Course to conform to the Specification arises from or is exacerbated by:

 

9.4.1     the Licensee’s incorrect use, operation, or corruption of the Course;

 

9.4.2     any unauthorised modification or alteration of the Course by or on the instruction of the Licensee that is not permitted; or

 

9.5    References to conformity with the Specification shall be interpreted as meaning that no Update shall in any way reduce, downgrade, or otherwise impair any of the Course’s pre-existing features or functions (Updates are not described in the Specification and may be issued after the date of this Agreement).

 

9.6    To the extent permissible by law, the Licensor disclaims all other warranties with respect to the Course and the Media including, but not limited to, any implied warranties relating to quality, fitness for any particular purpose, or the ability to achieve a particular result.

 

  1. Liability

 

10.1  Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its negligence or that of its employees or agents, for fraud or fraudulent misrepresentation, for the wilful misconduct or deliberate default of either Party or that of its employees or agents, for any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession), or any other form of liability which cannot be limited or excluded by law.

 

10.2  Subject to sub-Clause 10.1 and to any other provision to the contrary in this Agreement, neither Party shall be liable for any loss or damage suffered by the other, whether suffered directly or indirectly, or whether immediate or consequential, arising in contract, tort (including negligence), breach of statutory duty, or otherwise, which falls within any of the following categories:

 

10.2.1   loss of profits;

 

10.2.2   loss of sales or business;

 

10.2.3   loss of business opportunity;

 

10.2.4   loss of agreements or contracts;

 

10.2.5   loss of anticipated savings;

 

10.2.6   loss or corruption of data;

 

10.2.7   loss of, or damage to, goodwill;

 

10.2.8   indirect or consequential loss; or

 

10.2.9   special damages, even in the event that the relevant Party was aware of circumstances in which the same could arise.

 

10.3  Nothing in this Clause 10 shall exclude claims for direct financial loss that are not expressly excluded by categories. 

 

10.4  Subject to sub-Clause 10.1, Clause 9 (Intellectual Property Claims and Indemnity), Clause 11 (Compliance with Laws), and Clause 12 (Confidentiality), in respect of which any liability arising shall be unlimited, the total liability of the Licensor whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Licence Fee.

 

  1. Compliance with Laws

 

The Parties shall comply with all applicable laws and regulations governing the use, transfer, import, export, or re-export (or the prohibition thereof) of the Course. The Licensee shall not use the Course for any purpose prohibited by applicable law.

 

  1. Confidentiality

 

12.1  Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party (such consent not to be unreasonably withheld), they shall at all times during the continuance of this Agreement and 24 months after its termination:

 

12.1.1   keep confidential all Confidential Information;

 

12.1.2   not disclose any Confidential Information to any other party;

 

12.1.3   not use any Confidential Information for any purpose other than as contemplated by this Agreement;

 

12.1.4   not make any copies of, record in any way, or part with possession of any Confidential Information; and

 

12.1.5   ensure that (as applicable) none of its employees or agents does any act which, if done by that Party, would be a breach of the provisions of this Clause 13.

 

12.2  Subject to sub-Clause 12.3, either Party may disclose any Confidential Information to:

 

12.2.1   any of their sub-contractors, substitutes, or suppliers;

 

12.2.2   any party appointed to maintain the Equipment on which the Course is being used (such use being in accordance with the terms of this Agreement);

 

12.2.3   any governmental or other authority or regulatory body; or

 

12.2.4   any of their employees or agents or those of any party described in sub-Clauses 12.2.1 to 12.1.3.

 

12.3  Disclosure under sub-Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 12.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

 

12.4  Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

 

12.5  When using or disclosing Confidential Information under sub-Clause 12.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

 

12.6  The provisions of this Clause 13 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

 

  1. Termination

 

13.1  The Licensee may terminate this Agreement at any time by giving at least 30 Business Days’ prior written notice to the Licensor. However no refund, or partial refund, will be provided to the Licensee upon early termination.

 

13.2  The Licensor may terminate this Agreement immediately by written notice to the Licensee if the Licensee commits a material or persistent breach of this Agreement and fails to remedy that breach (if the breach is capable of remedy) within 7 Business Days after the service of a written notice requiring it to do so.

 

13.3  On termination of this Agreement for any reason the Licensee shall cease all activities authorised by this Agreement.

 

13.4  Termination of this Agreement (howsoever occasioned) shall not affect any accrued rights, obligations, remedies, or liabilities of either Party existing on the date of termination, nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including, but not limited to, the right to claim damages in respect of any breach of this Agreement which existed on or before the date of termination or expiry.

 

13.5  In particular, on the termination or expiry of this Agreement, Clauses 1, 11, 12, 13 and 14 shall continue in force.

 

  1. Data Protection

 

The Parties undertake to comply with the provisions of the Data Protection Legislation and any related legislation insofar as the same relates to the provisions and obligations of this Agreement.

 

  1. Force Majeure

 

15.1  Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the Party in question.

 

15.2  If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party.

 

  1. No Agency or Partnership

 

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

 

  1. Notices

 

17.1  All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

 

17.2  Notices shall be deemed to have been duly given when sent, if transmitted by email; or on the second Business Day following mailing, if mailed by first-class post, postage prepaid; or on the fifth business day following mailing, if mailed by airmail, postage prepaid.

 

In each case, notices shall be addressed to the most recent address, email address notified to the other Party.

 

  1. Successors and Assignees

 

18.1  This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assignees, and references to a Party in this Agreement shall include its successors and permitted assignees.

 

18.2  The Licensor may assign, novate, charge, or deal in any other way with any or all of its rights and obligations under this Agreement at any time, and shall provide reasonable written notice of the same to the Licensee.

 

18.3  Notwithstanding the provisions of Clause 12 (Confidentiality), either Party may, when assigning any or all of its rights under this Agreement, disclose to the proposed assignee any information relating to this Agreement and the subject matter thereof to the extent reasonably necessary to facilitate the proposed assignment. In such cases, the Party seeking to assign its rights shall first disclose the identity of the proposed assignee to the other Party.

 

18.4  Subject to the foregoing, in this Agreement, references to a Party include references to a person:

 

18.4.1   who, for the time being, is entitled (by assignment, novation, or otherwise) to that Party’s rights under this Agreement (or any interest in those rights); or

 

18.4.2   who, as administrator, liquidator, or otherwise, is entitled to exercise those rights,

 

and, in particular, those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction, or other reorganisation involving that Party. For this purpose, references to a Party’s rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

 

  1. Entire Agreement

 

19.1  This Agreement and any and all documents annexed hereto or otherwise referred to herein contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

 

19.2  Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty, or other provision except as expressly provided in this Agreement.

 

  1. Counterparts

 

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

 

  1. No Waiver

 

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

  1. Severance

 

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, the affected provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

 

  1. Time of the Essence

 

Time shall be of the essence in this Agreement with respect to any time, date, or period mentioned in this Agreement or subsequently substituted as a time, date, or period by agreement in writing between the Parties.

 

  1. Third Parties

 

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

 

  1. Law and Jurisdiction

 

25.1  This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

25.2  Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

Last Updated: March 14th 2023