KT CONSENT TERMS AND CONDITIONS OF SERVICE (“CONTRACT”)

We are pleased to offer a service that permits Customers to subscribe and download to use package(s) of educational resource materials on consent and healthy relationships ("Content") through our website for use in classroom settings as teaching guides ("Services").

1. DEFINITIONS

1.1 The following definitions apply to this Contract:

"Data Protection Notice"	means the data protection notice available here
"Intellectual Property Rights"	means all intellectual property rights in each case whether registered or registered;
"Supplier" "Us" "Our"	means KT Consent Limited 33 Ludgate Hill, Birmingham B3 1EH Company number 13325619;
"Order"	means your order for the Services as further described in clause 3.1 below;
"Site"	means www.ktconsent.co.uk
"Website Terms"	means the website terms and conditions of use here
"Customer" "You" "Your"	means the person, educational establishment or other entity entering into the Order for the Services.

1.2 Written/ writing includes email.
1.3 Headings do not affect the interpretation of this Contract

2. BASIS OF CONTRACT
- This Contract will apply to any Order placed by the Customer with us on the Site or otherwise.
3. FORMATION OF ORDER AND ACCEPTANCE
- 3.1 You may place an Order;
  - a) if you are purchasing for one individual setting, online through the ordering process on the Site; or
  - b) paying by cheque; or
  - c) if you are an international Customer, a local authority, a cluster of settings, a non-educational organisation, or looking for additional services such as one of our staff coming in to deliver a session, by emailing hello@ktconsent.co.uk for a quote. Once you have submitted your request for a quotation, we will get in contact to confirm the price. Upon your acceptance either via email, online or over the telephone, the Order will become binding.
- 3.2 These conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- 3.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
- 3.4 All of these Conditions shall apply to the supply of Services except where application to one or the other is specified.
- We may refuse the Order for any reason at our sole discretion.
- Please note that certain Services are only available in mainland United Kingdom and as such, may be unavailable in the region or country from which you are accessing the Site.
4. CANCELLATION OF ORDER
- 4.1 You may cancel your Order for purchase or subscription of Content, unless you have started to download, copy or stream the Content. Once you start to download, copy or stream the Content you acknowledge and agree to this.
5. PRICE AND PAYMENT
- 5.1 All prices are quoted in pounds Sterling, unless otherwise agreed in writing, and are exclusive of VAT or applicable tax.
- 5.2 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspect any Order until you have paid the outstanding amounts.
- 5.3 We use all reasonable endeavours to ensure that all prices listed on the Site and or in the Order form are correct, however errors may occur. We will notify you as soon as possible in the event that there has been an error, and you will be given an option of confirming the order with the correct price or cancelling the order and receiving a full refund.
6. LICENCE
- 6.1 Subject to your compliance with this Contract and your payment of the applicable fees, we grant you a limited non-exclusive, non-transferable, non-sublicensable licence to access and use the Content and Services within educational settings in the applicable territory solely for teaching aid purposes with students and private and domestic use. The Customer hereby warrants, agrees and represents to not otherwise copy, reproduce, distribute, sub-license or use the Content and/or Services other as expressly set forth herein nor to permit others to do the same.
- 6.2 You will not sell, transfer, lease, modify, distribute or publicly perform the Content in any manner and you will not exploit it commercially. You agree not to modify, reverse engineer, decompile or disassemble the Content.
7. SUPPLY OF SERVICES
- 7.1 We shall supply the Services to the Customer in accordance with the Order in all material respects.
- 7.2 We warrant to the Customer that the Services will be provided using reasonable care and skill.
- 7.3 Without prejudice to your statutory rights, and except as set out in this Contract, all warranties, conditions, guarantees or representations as to description, merchantability or fitness for a particular purpose, or other warranties, conditions, guarantees or representations, whether express, implied by statute or otherwise, oral or in writing, are expressly excluded.
8. INTELLECTUAL PROPERTY RIGHTS
- 8.1 All Intellectual Property Rights in or arising out of or in connection with the Content Services shall be owned by the Supplier.
- 8.2 Supplier (and/or it’s licensors) shall retain all right, title and interest in all intellectual property rights in the Content and Services.
9. CONFIDENTIALITY
- 9.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party.
- 9.2 Each party may disclose the other party's confidential information to;
  - (a) its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9.2; and
  - (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
10. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- 10.1 The restrictions on liability in this 310 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- 10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- 10.3 This 310 shall survive termination of the Contract.
11. TERMINATION
- 11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 3 months' written notice.
- 11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  - (a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of notice in writing to do so;
  - (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  - (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  - (d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
- 11.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in 311.2 (b) to clause 11.2 (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12 CONSEQUENCES OF TERMINATION
- 12.1 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- 12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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 Contract which existed at or before the date of termination or expiry.
- 12.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
13 GENERAL
- 13.1 Notices.
  - (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
    - (i) sent by email or post to the following addresses (or an address substituted in writing by the party to be served):
      Supplier: 33 Ludgate Hill, Birmingham, B3 1EH.
      Customer: Address on invoice after sale
  - (b) Any notice shall be deemed to have been received:
    - (i) if delivered by hand, at the time the notice is left at the proper address;
    - (ii) if sent by pre-paid first-class post next working day delivery service, at 9.00 am on the second business day after posting; or
    - (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
  - (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.2 Severance.
If any provision or part-provision of the Contract 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 the Contract. If any provision or part provision of the Contract is deemed deleted under this 4the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
13.3 Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 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.
13.4 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
13.5 Entire agreement.
The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.6 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.7 Variation.
Except as set out herein no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
13.8 Governing law.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.