TERMS AND CONDITIONS FOR EDUCATION PROVIDERS
1. The Agreement
These terms and conditions (Terms) set out the basis on which CVVid Careers and Enterprise CIC a company incorporated and registered in England and Wales with company number 11184973 whose registered office is at Blackburn Enterprise Centre, Furthergate, Blackburn BB1 3HQ (CVVid) shall provide the Services under licence from CVVid Careers and Enterprise CIC a company registered in England and Wales with company number 11184973 and whose registered office is at Blackburn Enterprise Centre, Furthergate, Blackburn BB1 3HQ to the pupils and/or students (Students) of the education provider signing up to these Terms (You, Your) and to You.
Unless otherwise specified above or where the context otherwise provides, the following words and expressions shall take the following meanings in these Terms:
For the avoidance of doubt, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
Academic Year: the period commencing on the 1st day of the Autumn Term and expiring on the final day of that academic year as published by the Education Provider.
Acceptance Period: has the meaning given in clause 2 below.
Access Code: the unique code issued to You for use by the applicable Teacher for the purposes set out in clause 4.
ADR Notice: has the meaning given in clause 15.
Business Day: any day which is not a Saturday, Sunday or public bank holiday in England.
Candidate Terms: the terms and conditions for candidates, which the Students are required to comply with in connection with their receipt of the Services.
Commencement Date: has the meaning given in clause 3 below.
Data Protection Legislation: means any and all applicable data protection legislation in force from time to time including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction and the terms “data controller”, “data processor”, “data subject”, “personal data”, “processing” and “data protection principles” bear the respective meaning given to them in the Data Protection Legislation.
Dispute: has the meaning given in clause 15.
Dispute Notice: has the meaning given in clause 15.
Licence Services: the ability to access the programme of lessons and associated teaching materials produced by CVVid for use by the Teachers for the purposes of providing the VCV Teaching.
Minimum Term: has the meaning given in clause 3 below.
Outgoing Student: has the meaning given in clause 5 below.
Proposal: the written proposal issued by CVVid to You, which together with these Terms will, once accepted form the legally binding agreement between the parties.
Services: means the services to be provided in accordance with these Terms including the Licence Services and the Subscription Services.
Subscription: has the meaning given in clause 2 below.
Subscription Services: means the subscription-based employment seeking-support services to Students as more particularly described in clause 4 and from time to time on the Website.
Teacher: means a teacher employed by You in such role and which has the responsibility for a class of Students.
VCV: a video curriculum vitae.
VCV Teaching: the teaching to be provided by You to the Students in relation to how to create a VCV on the Website.
Website: www.cvvid.com, www.cvvidcareers.co.uk and other domains owned by CVVid.
Written or writing: includes email, but not fax.
For the avoidance of doubt, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Formation of the Agreement
The Proposal shall remain valid and capable of acceptance by You for a period of 28 days from the date on which it was issued by CVVid (Acceptance Period). The Proposal shall contain details of the fees payable by You to CVVid and the number of Students (in a factor of 10) for which You have subscribed (Subscriptions).
For illustrative purposes, where You have 137 Students, You must subscribe for 140 Subscriptions.
Where You signify Your acceptance of the Proposal on a date later than the end of the Acceptance Period, this shall be construed as an offer by You capable of acceptance by CVVid and for the avoidance of doubt the Agreement shall not have been formed unless CVVid signifies its acceptance to Your offer. CVVid shall either signify its acceptance in writing or otherwise by conduct commensurate with performance of its obligations set out hereunder.
3. Commencement and Duration
The Agreement shall commence on the date determined in accordance with clause 2 above (Commencement Date) and remain in force for a minimum period expiring on the day on which at the end of an Academic Year next occurs (or if longer, such other period as specified in the Proposal) (Minimum Term) unless terminated earlier in accordance with clause 10 below.
The Agreement shall automatically renew for consecutive periods of 12 months to the nearest end of an Academic Year (each a Subsequent Term) unless either party serves no less than 3 months’ written notice to the other party prior to the end of the Minimum Term or any Subsequent Term, as the case may be.
For illustrative purposes, where the end of the Academic Year (within the Minimum Term) is 14 July, notice must have been served by 13 April in order for the Agreement to terminate at the end of the Minimum Term and avoid automatically rolling over into a Subsequent Term.
Following formation of the Agreement in accordance with clause 2 above, You must promptly and as soon as reasonably practicable provide to CVVid the personal information requested by CVVid of each of the relevant Teachers and the Students for whom each Teacher is responsible such that CVVid can, amongst other things:
1. independently verify the identity of each of the Students as Your pupils and/or students;
2. create a user area for each of the Teachers and the Students on the Website; and
3. thereafter liaise with the Teachers and Students.
Such personal information must comply with the specified form and any other requirements notified to You by CVVid.
You agree and acknowledge that You shall comply with the following obligations and understand that CVVid reserves the right not to deliver any of the Services (as defined in the below clause) until such time as they have been complied with.
4. Provision of the Services
Each Student shall be required to create a unique Username and Password and will use this to log into their user area on the Website and make use of the Services.
The Licence Services
CVVid shall provide You with the Licence Services so as to enable You to provide the VCV Teaching. You shall ensure that:
1. the VCV Teaching is provided in accordance with the specific requirements and conditions outlined within the Licence Services;
2. each Student complies with the Candidate Terms and that notwithstanding the Student’s agreement to such Candidate Terms, whilst they remain Your Student, You agree and acknowledge that You shall be responsible to CVVid for any such breach; and
3. You shall make each Student aware of the Subscription Services to which they are entitled by virtue of Your entering into of this Agreement.
In connection with Your provision of the VCV Teaching, CVVid shall facilitate each Student’s access to his own user area. The VCV Teaching shall enable each of the Students to:
1. create a VCV on the Website; and
2. amend the VCV, provided that his Teacher has provided its consent following its creation.
Each Teacher shall be provided with an Access Code via You so as to enable the Teacher to assist the Students with the creation and editing of their VCV. You warrant on Your own behalf and (where applicable) on the Teacher’s behalf that:
1. the Access Code shall be kept confidential and disclosed to no individual other than the Teacher or their replacement;
2. where the Teacher’s employment ceases with You, You shall notify CVVid in order that CVVid can issue a new Access Code;
3. the Access Code shall be utilised for no purpose other than that set out above; and
4. You shall be responsible for any liabilities arising out of the misuse of the Access Code.
The Subscription Services
CVVid shall provide the Subscription Services to the Student (rather than You) using all reasonable care and skill and subject to the Candidate Terms.
You agree that CVVid’s provision of the Subscription Services to the Student shall be confidential as between the relevant Student and CVVid, that no duty of care is owed to You and that CVVid shall not be obliged to disclose any information relating to any such matters to You.
Changes
CVVid may vary, revise, add to or reduce the Services from time to time, and/or these Terms at any time, by amending the descriptions of the Services detailed on the Website. We will notify You of any material change to the Services but You are expected to check the Website from time to time to take notice of any other changes made, as they may be binding on You. Minor changes to the Services may be made to reflect relevant laws and regulatory requirements or to implement technical adjustments and improvements but they will not affect Your enjoyment of the Services.
Where the nature of the Services are changed in any materially prejudicial respect, You will have the right to terminate the Agreement. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Website.
Where CVVid updates these Terms, it shall notify You of any such changes which You hereby agree and acknowledge shall (unless otherwise agreed in writing between the parties) automatically come into force. Where CVVid notifies You of the coming into force of any changes that You do not agree to and You have not served the requisite notice to terminate the Agreement at the end of the Minimum Term (or Subsequent Term, as the case may be) then CVVid may still permit You to terminate the Agreement.
5. Your General Obligations
You agree and acknowledge that at all times, You shall (and as the case may be promptly and as soon as reasonably practicable):
1. notify CVVid where and to the extent that the number of Students exceeds the number of Subscriptions. Where this occurs You agree that CVVid may automatically charge You additionally for a further 10 Subscriptions calculated on a pro rata basis rounded up to the nearest month;
2. notify CVVid where any individual Student leaves You (Outgoing Student) in which case:
1. the Outgoing Student shall cease to receive the Subscription Services from the date on which You notify CVVid; or
2. CVVid shall contact the Outgoing Student to establish whether the Outgoing Student wishes to obtain an individual Subscription in accordance with the Candidate Terms or to cease with immediate effect;
3. provide CVVid with any and all documents, information, items, materials, support and co-operation that it requires (in whatever form) in order for it to be able to properly perform its obligations under this Agreement or otherwise in connection with the performance of the Services;
c) comply with all relevant legislation as required including without limitation effecting and maintain all insurance which You are required to be hold by law or which a prudent business in the education field would hold; and
d) comply with all other obligations set out in these Terms and any and all reasonable instructions and requirements otherwise notified by CVVid to You from time to time.
Time for performance of Your obligations under and in accordance with these Terms is of the essence. If CVVid’s performance of its obligations under these Terms is prevented or delayed by any of Your acts or omissions or those of Your its agents, subcontractors, consultants, Teachers or Student then, without prejudice to any other right or remedy it may have, CVVid shall be allowed an extension of time to perform its obligations equal to the delay caused and in any event shall not be liable to You or any of the Students for any such delay.
6. The Website
The Services and the Website are provided "as is" and on an "as available" basis and We reserve the right to withdraw, suspend or amend the Services We provide on the Website without notice (see below).
Your use of the Website is subject to Our Website Terms of Use Policy, but for the avoidance of doubt We will not be liable if for any reason the Website is unavailable at any time or for any period. We give no warranty that the Website will be free of defects and/or faults or that all of the information set out on it is up to date, complete or accurate. To the maximum extent permitted by law We provide no warranties (express or implied) of fitness for a particular purpose accuracy of information compatibility and satisfactory quality in relation to the Website and/or the Services.
7. Price and Payment
CVVid shall raise an invoice in respect of payment of the charges payable by You via the methods specified within the invoice and in advance of the commencement of the delivery of the Services or as otherwise set out in the Proposal or invoice. The charges payable by You to CVVid are exclusive of VAT which shall be added thereon additionally.
Without prejudice to any other right or remedy which CVVid may have, if You fail to pay any invoice on the due date for payment:
a) You shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and
b) CVVid may suspend all performance of its obligations under these Terms until payment has been made in full and without any liability to You.
All sums payable to CVVid under this Agreement as at the date of termination and which would have been payable during the remainder of any Minimum Term or Subsequent Term (as the case may be) shall become due immediately on its termination, despite any other provision and without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Liability and Indemnity – Your Particular Attention Is Drawn To This Clause
You shall indemnify, keep indemnified and hold harmless CVVid, on demand and against all reasonable costs, claims, charges, damages, expenses, liabilities or losses sustained or incurred by CVVid (including any direct, indirect, special or consequential losses, loss of profit and loss of reputation, loss or damage to property) whether in contract, tort (including negligence), for breach of statutory duty, or otherwise that arise directly or indirectly from Your (or the Student’s) fraud, negligence, failure to perform or delay in the performance of, or breach any of its obligations under this Agreement.
Save that nothing in this Agreement shall limit or exclude CVVid’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or anything else for which it is illegal to limit or exclude liability:
a) CVVid shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement (or arising out of any Services provided to Student where this could be considered to Your detriment) for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect, special or consequential loss;
b) the total liability of CVVid to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall in any event be limited to the charges paid by You to CVVid in the 12 months leading up to the event leading to a liability.
You agree and acknowledge that commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed. CVVid therefore disclaims all liability and responsibility arising from any placed on such materials by any visitor to the Website, or by anyone who may be informed of any of its contents to the greatest extent permitted by law.
9. Intellectual Property Rights
CVVid is the owner or the licensees of all intellectual property rights in the Website and in the material published on it or otherwise provided by CVVid to You. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Please have reference to CVVid’s Website Terms of Use Policy for further information.
10. Termination
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) You fail to make a payment on the due date for payment and/or You cancel the payment method for your payments;
b) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 10 Business Days;
k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 10(d) – (j) above (inclusive); or
l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
In any of the circumstances in which CVVid may terminate this Agreement above, it may suspend performance of its obligations without liability to You or any of the Students.
11. Consequences of Termination
On termination of this Agreement:
a) pursuant to clause 10, all agreements in place between CVVid and any of the Students (under a Student Subscription) at the time of termination shall automatically terminate unless the relevant individual Student wishes to continue to obtain the Subscription Services itself under an individual Subscription and in which case the cost of such Subscription Services shall be increased to accord with CVVid’s standard scale of charges and an agreement entered into under the Candidate Terms. In the event that termination takes effect as envisaged by this clause, You agree and acknowledge that You shall be wholly responsible for notifying the relevant Students of its effect and responsible for any failure to do so;
b) You shall immediately pay to CVVid all of CVVid's outstanding unpaid invoices and interest and following receipt of an invoice for the same, any payments which would have been made for the remainder of the Minimum Term (or a Subsequent Term, as the case may be);
c) any clause which expressly or by implication should remain in force shall so remain in force.
Termination 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.
12. Confidentiality
You undertake that You shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to You by CVVid, its employees, agents, consultants or subcontractors and any other confidential information concerning this Agreement, CVVid's business or its services.
Save as provided for by these Terms, CVVid treats all information provided to it by You, the Teachers and the Students as strictly confidential and You hereby understand and acknowledge that no such information will be disclosed to You without the relevant individual’s prior written consent.
You shall not use CVVid’s confidential information for any purpose other than to exercise Your rights and perform its obligations under or in connection with this Agreement.
13. Data Protection
CVVid shall deal with Your personal data in accordance with the Data Protection Legislation; however, for full information about how it uses Your personal data please read CVVid’s Privacy Policy. In summary, CVVid will use the personal data You provide to it to:
a) deal with the Agreement (which shall include sharing Your data with CVVid Careers and Enterprise CIC on the basis that it owns the Website and licences its use to Us and would therefore be necessary for the performance of the contract);
b) provide the Services;
c) process Your payment for such Services; and
d) inform You about similar products or services that CVVid provides, but You may stop receiving these at any time by contacting CVVid.
You hereby agree and acknowledge that by using the Website and obtaining the Services, You have read, understood and agree to the terms of CVVid’s Privacy Policy.
You and CVVid hereby both acknowledge that You are the Data Controller and that CVVid is the Data Processor in respect of any Personal Data, which You disclose to CVVid. CVVid shall process the Personal Data only in accordance with Your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Student. You expressly warrant that for any Personal Data of the Student which You provide to CVVid under and in accordance with this Agreement You have obtained their (or their parent’s or legal guardian’s) express consent (as may be required by law) to make such disclosures.
You acknowledge that CVVid is reliant on You for direction as to the extent to which CVVid is entitled to use and process the Personal Data. Consequently, CVVid will not be liable for any claim brought by a Student or other such Data Subject arising from any action or omission by CVVid, to the extent that such action or omission resulted directly from Your instructions or breach of warranty under this clause.
14. Notices
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified in the Proposal or otherwise notified by one party to the other.
Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service and if sent by email, at 9.00am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15. Dispute Resolution
If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:
a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
b) if the parties are for any reason unable to resolve the Dispute within 30 days of the process in clause 13(a) above commencing then the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR Notice
c) If the Dispute is not resolved within 20 Business Days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 20 Business Days, or the mediation terminates before the expiration of the said period of 20 Business Days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 14 in this Agreement.
16. Miscellaneous
If CVVid’s performance of any of its obligations under this Agreement is delayed by an event outside its control then it will contact You as soon as possible to let You know and will take steps to minimise the effect of the delay. CVVid shall not be liable to You in any way for any event beyond its control.
CVVid and its licensors (or as the case may be, its third party providers and any of their licensors) shall retain ownership of all intellectual property rights in any deliverables.
This Agreement is personal to You (and each Subscription is personal to a Student) and You shall not (nor shall You permit any Student to) assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. CVVid may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
CVVid may update the terms of this Agreement from time to time and in doing so shall notify You of any such changes which You hereby agree and acknowledge shall (unless otherwise agreed in writing between the parties (or their authorised representatives)) automatically come into force at the beginning of the next Subsequent Term thereafter.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
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.
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
This Agreement 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.
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 this Agreement or its subject matter or formation.
