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Terms and Conditions of Child Research and Development Organisation (CRDO)

The following terms and conditions are agreed between the students for the courses in accordance with the specification agreed in writing between the students. Once this document is signed, the courses shall be provided by Child Research and Development Organisation (CRDO) for any students.

1. The Course

1. In consideration of the paying the Child Research and Development Organisation (CRDO) the relevant Fees (as set out in the Course Specification), the Child Research and Development Organisation (CRDO) shall:

(a) deliver the Course in accordance with the procedure set out in the Course Specification on behalf of the Students (the “Course”); and

(b) where agreed between the student, provide the Course to the Students.

1.2 Any variations to the Course Specification must be made in writing and agreed between the Students. Where one Student does not agree with the proposed amendment or variation, the Student shall meet and discuss the proposed changes in good faith. Where any changes to the Course Specification would result in additional charges to the Child Research and Development Organisation (CRDO). The Child Research and Development Organisation (CRDO) shall be entitled to charge the Students for the additional expenses at its standard rates from time to time.

2. Delivery and Acceptance

1. Upon completion of the Course, the Students shall make full payment of the Fees to the Child Research and Development Organisation (CRDO) upon which the Child Research and Development Organisation (CRDO) shall deliver the completed Course components/elements/tools to the Students through the Students’ server/Electronic Storage/Cloud Storage/Email/ or any other means.

2. If the Students require the completed Course files to be loaded onto an external fileserver, the Child Research and Development Organisation (CRDO) reserves the right to charge additional fees to the Students for this course. The Students is responsible for ensuring that the intended fileserver or disk space is properly configured. The Child Research and Development Organisation (CRDO) will not load the completed Course file onto a publicly available fileserver or disk space on such a fileserver until the Students has complied with the condition laid out in clause 10.1 below.

3. Once the Child Research and Development Organisation (CRDO) has delivered the Course to the Students, the Students shall have a period of 10 working days (the “Acceptance Test Period”) to test the Course to ensure it conforms to the Course Specification (the “Acceptance Test”). Acceptance of the Course may only be withheld by the Students if it can demonstrate that the Course does not conform materially to the Course Specification. Upon completion of the Acceptance Test, the Students shall confirm in writing to the Child Research and Development Organisation (CRDO) that the Course is complete.

4. Acceptance of the Course shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the expiry of the Acceptance Test Period and the Students has not raised with the Child Research and Development Organisation (CRDO) any material differences between the Course and the Course Specification; or

(b) the Students uses any part of the Course other than for test purposes.

5. Upon receipt of the Course Release or deemed acceptance, the Child Research and Development Organisation (CRDO) shall have no further obligations to undertake any work in relation to the Course. The Students may however request that the Child Research and Development Organisation (CRDO) undertake further work relating directly or indirectly to the Course. If it agrees to undertake such work, the Child Research and Development Organisation (CRDO) reserves the right to charge the Students for any additional work carried out at its standard rates from time to time.

3. Delivery of Content, Materials and Feedback

3.1 The Students undertakes to deliver to the Child Research and Development Organisation (CRDO)all content, data, images and other information and all trademarks, trade names, logos and other branding of the Students required for the Course.

3.2 The Students acknowledges that the Child Research and Development Organisation (CRDO) CRDO’s ability to complete the Course is dependent upon the full and timely cooperation of the Students and the Students undertakes to notify the Child Research and Development Organisation (CRDO) promptly in writing of any delays in delivering the Students Content. Where the Students have notified the Child Research and Development Organisation (CRDO) of any delay, the Students will provide the Child Research and Development Organisation (CRDO) with a revised timetable for supplying such Students Content.

3.3 The Child Research and Development Organisation (CRDO) will not be responsible for any delays, missed milestones (where specified in the Course) or additional expenses incurred due to the late delivery or non-delivery of the Students Content where required by the Child Research and Development Organisation (CRDO) for the Course.

4. Fees and Payment

4.1 The Students will pay the Course fees set out in the Course Specification (the “Fees”) to the Child Research and Development Organisation (CRDO).

4.2 Notwithstanding any specific payment milestones set out in the Course Specification, the Fees shall by payable by the Students in the following instalments:

(a) 40% of the Fees to be paid no later than 5 days before commencement of the Course by the Child Research and Development Organisation (CRDO);

(b) 30% of the Fees to be paid before the commencement of the ‘Build’ phase of the Course and

(c) the outstanding balance of the Fees to be paid no later than 10 days after the expiry of the Acceptance Test Period.

4.5 The Students shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

4.6 Without prejudice to any other right or remedy that the Child Research and Development Organisation (CRDO) may have, if the Students fails to pay the Fees on the due date, the Child Research and Development Organisation (CRDO) may, at its option:

(a) claim interest at its discretion on any unpaid amounts under the Late Payment of Commercial Debts (Interest) Act;

(b) suspend the Course until payment has been made in full;

(c) where the Child Research and Development Organisation (CRDO) is providing Hosting Courses, disable the Course until payment has been made in full; or

(d) terminate this Agreement immediately upon notice.

4.7 All invoices are sent to the Students via email to the Students’ specified email address. The Students will notify the Child Research and Development Organisation (CRDO) of any changes to the invoicing address.

5. Intellectual Property Rights

5.1 The Course (including all content and resulting code) will be fully transferred to the Students on completion of the Course. The software and coding produced by the Child Research and Development Organisation (CRDO) in respect of the Course (excluding any Students Content) (the “CRDO Materials”) may be reused by the Child Research and Development Organisation (CRDO) on a royalty-free and irrevocable basis.

5.2 The Students undertakes not to access, modify, alter all or part of the Child Research and Development Organisation (CRDO) Materials with a view to creating a separate Course or licensing the Course to a third student or diminish the design and function of the Course, without the prior written consent of the Child Research and Development Organisation (CRDO).

5.3 The Child Research and Development Organisation (CRDO) can register and renew course names on behalf of and as requested by the Students. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Course Release by the Students, the Child Research and Development Organisation (CRDO) undertakes to transfer all registration details for the Course, including but not limited to technical and administrative details, to the Students.

6. Warranties

6.1 Each student warrants that it has full power and authority to enter into and perform this Agreement.

6.2 The Child Research and Development Organisation (CRDO) warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Students’ use of the Child Research and Development Organisation (CRDO) Materials will not infringe any third student intellectual property rights.

6.3 The Students warrants that it, or its licensors, is the owner of any intellectual property rights in the Students Content and that the Students has authority to use the Students Content in relation to the Course and that the Child Research and Development Organisation (CRDO) use of the Students Content in accordance with this Agreement will not infringe any third student intellectual property rights.

6.4 The Students confirms that to the best of their knowledge and belief that the Students Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and do not breach any applicable law or regulation.

6.5 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.

7. Indemnities and Limitation of Liability

7.1 Nothing in this Agreement shall exclude or restrict the liability of either Student to the other Student for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.

7.2 Subject to clause 7.1 and 7.4, neither Student shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.

7.3 Notwithstanding clause 7.2 above, the Child Research and Development Organisation (CRDO) shall have no liability for any loss or damage caused to the Students due to:

(a) any network failure and/or inability on the part of the Students to access the Course due to a problem with the Internet and/or any telecommunications network;

(b) any viruses, worms, Trojan horses or other similar devices.

7.4 The Students shall indemnify and keep the Child Research and Development Organisation (CRDO) fully indemnified against any and all third student claims of infringement of intellectual property rights affecting the Students Content or the Hosting Courses.

7.5 The aggregate liability of the Child Research and Development Organisation (CRDO) under this Agreement shall in no event exceed the Fees paid in the preceding twelve mont period

7.6 notwithstanding clause 7.5 above; the total aggregate liability of the Child Research and Development Organisation (CRDO) under this Agreement shall in no event exceed the fees paid under this Agreement.

7.7 The Students acknowledges that it is for the Students to ensure that the Course does not infringe the laws of any jurisdiction within which it is actively promoted.

8. Termination

8.1 If the Students are not taking courses from the Child Research and Development Organisation (CRDO), this Agreement will terminate automatically upon delivery of the Course Release to the Child Research and Development Organisation (CRDO), unless otherwise extended by the Student in writing. Otherwise, this Agreement shall continue unless or until terminated by either Student in accordance with the terms of this Agreement.

8.2 Notwithstanding clause 8.1 above, either Student may terminate the Agreement immediately in the event that the other Student:

(a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);

(b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;

(c) is unable to pay its debts within the meaning of section of the Insolvency Act;

(d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;

(e) being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);

(f) has a receiver appointed to administer any of its property or assets

(g) ceases or threatens to cease to carry on business; or

(h) has failed to meet expectations. In this case the students will pay the Child Research and Development Organisation (CRDO) for all work completed at the hourly rate of the Child Research and Development Organisation (CRDO). The Child Research and Development Organisation (CRDO) will then pass all material developed under the Course to the students.

8.3 On the termination of the Agreement other than under clause 8.1 above, the Students undertakes to return promptly any test examples of the Course and any document, manuals or other printed materials which have been delivered to the Students by the Child Research and Development Organisation (CRDO) and to return or destroy any copies thereof (as requested by the CRDO).

8.4 Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Student and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.

9. Confidentiality

9.1 Each Student undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Course, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Student or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.

9.2 The provisions of clause 9.1 shall not apply to confidential information received by a Student which: (I) that student can prove was know before receipt; (ii) is in or enters the public course through no wrongful default by or on behalf of that student; or (ii) was received from a third student without obligations of confidence owned directly or indirectly to that Student.

9.3 Neither Student shall use the other Student’s confidential information for any purpose other than to perform its obligations under this Agreement.

10. Publicity

10.1 Upon acceptance of the Course by the Students, the Students shall procure and maintain a hyperlink from the Course homepage to the Child Research and Development Organisation (CRDO) homepage in the form, “site developed by Child Research and Development Organisation (CRDO) or similar agreed form.

10.2 Neither Student shall be permitted to refer to their working relationship or discuss the Course in any press or publicity, without first obtaining the approval of the other Student to the content of the disclosure.

11. Notice

11.1 Any notice given by either Student must be in writing and must be delivered personally or sent by prepaid first class post or facsimile transmission to the address or fax number provided by that Student.

11.2 Notices shall be treated as received, if delivered by hand, when delivered, if sent by first class post, 48 hours after posting and if sent by fax, when sent.

11.3 All other commercial communications relating to the Course between the Students (other than stipulated notices under this Agreement) may be sent by email and will be deemed to have been received when sent.

12. Assignment

12.1 Neither student may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other student.

13. Force Majeure

13.1 Neither Student shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Student not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.

14. Joint Venture or Partnership

14.1 Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Student and neither Student shall have the authority or power to bind the other Student or to contract in the name of or create a liability against the other Student.

15. Non-Solicitation

15.1 The Students undertakes for the duration of this Agreement and for a period of six months after its termination not to directly or indirectly solicit or induce any of the Child Research and Development Organisation (CRDO) employees to leave the employment of the Child Research and Development Organisation (CRDO) whether to work on a freelance or consultancy basis or to be directly employed by the Students.

16. General

16.1 Failure or delay by either Student to enforce any right or remedy under the Agreement shall not to be taken as or deemed to be a waiver of that right or remedy, unless the waiving student acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

16.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.

16.3 No addition to or modification of any clause in the Agreement shall be binding on the Student unless made by in writing and signed by both Student.

16.4 This Agreement constitutes the entire agreement and understanding of the Student in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Students relating to the subject matter. Each student acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.

16.5 A person who is not a student to this Agreement has no rights under the Contracts (Rights of Third Student) Act to enforce, or to enjoy the benefit of, any provision of this Agreement.

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