Terms Of Service
PLEASE READ THIS NATURALLY SMART EDUCATION PARTNER AGREEMENT CAREFULLY

This is a contract between you (the Education Establishment) and us (Naturally Smart Education Partner Programme). It describes how we will work together and other aspects of our programme relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

These terms are so important that we cannot have you participate in our Naturally Smart Education Partner Programme unless you agree to them. By participating in our Naturally Smart Education Partner Programme, you are agreeing to these terms.

1. Definitions
“Naturally Smart Education Partner Programme Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Naturally Smart Education Partner Programme resources and make available to you under this Agreement.
"Agreement" means this Education Partner Establishment and all materials referred or linked to in here. “Education Partner Benefits” means the benefits made available to partners which we have described at www.naturallysmart.world, or another website we may designate.
“Naturally Smart Education Partner ProgrammeTerms” means those terms and conditions applicable to participation in a Naturally Smart educational seminar or certification that are made available at www.naturallysmart.world "We", "us", “our”, and “Naturally Smart” means Naturally Smart, our training and development organisation operating within the Pop Up Foundation Ltd.
“You” and “Partner” means the party, other than Naturally Smart, entering into this Agreement and participating in the Naturally Smart Education Partner Programme. For the Naturally Smart Education Partner Programme, this means the School that applied to participate in the Naturally Smart Education Partner Programme.

2. Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity, but you will not in such a case, adopt our materials in such activity.
3. Partner Acceptance, Rights and Obligations
a. Partner Acceptance. Once you complete an application to become a Naturally Smart Education Partner, and pay your subscription fee you become a Naturally Smart Education Partner. This service is only made available to registered schools and colleges, not to individuals. For purposes of clarity, we will notify you if have not been accepted to participate in the Naturally Smart Education Partner Programme for any reason. Usually any school applying to the Naturally Smart Education Partner Programme will be accepted as long as they provide the required data on registration and pay the appropriate membership fee.
If you are accepted to participate in the Naturally Smart Education Partner Programme, then upon notification of acceptance the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.
b. Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the Naturally Smart Education Partner Programme Content solely in an educational environment, such as a classroom setting, a school-wide campus, or, where the main purpose is to benefit the student learners, this can include community outreach.
You may not under any circumstances resell, lease, rent or otherwise use the Naturally Smart Education Partner Programme Content for profit, provided that the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply regardless of the inclusion of the Naturally Smart Education Partner Programme Content in your curriculum. You may also not include the Naturally Smart Education Partner Programme Content in materials that are going to distributed outside of your classroom or organization (for example, for inclusion in a published book), without our express prior written consent. You may not alter the appearance of the Naturally Smart Education Partner Programme Content or remove our name or logo from the Naturally Smart Education Partner Programme Content. “Whitelabeling” is strictly prohibited. We determine the Naturally Smart Education Partner Programme Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.
You agree to abide by the Naturally Smart Education Partner Programme Terms, and to instruct students using the Naturally Smart Education Partner Programme Content to do the same. You will take all reasonable steps to ensure that students using the Naturally Smart Education Partner Programme Content do not use the Naturally Smart Education Partner Programme Content in violation of the Naturally Smart Education Partner Programme Terms. If you discover or have reason to believe that any student is making use of the Naturally Smart Education Partner Programme Content in violation of the Naturally Smart Education Partner Programme Terms, then you will immediately notify us in writing.

4. Partner Support
We will make the Naturally Smart Education Partner Programme Content available to you, subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will make available to you those benefits as indicated in the Naturally Smart Education Partner Programme Benefits, which we may change from time-to-time without notice to you.

5. Fees
Membership fees will be charged for each educational partner taking part in the Naturally Smart Education Partner Programme. Fees are due on an annual basis. The minimum period of engagement being one full calendar year from the point of payment by subscription. The fee structure is designed to offer a basic, intermediate and advanced form of engagement with the Naturally Smart Education Partner Programme. We reserve the right to charge at a fee-rate consistent with market conditions within the country that they are in use. In some countries this means that the fee is greater than in other countries, this equates to country-level accessibility and enables full access to the resource from as wide a community of users as possible worldwide according to affordability. We monitor the in-country fee structure regularly to ensure that the Naturally Smart Education Partner Programme is consistent with other programmes offered to the school community.

6. Trademarks and Press Release
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Naturally Smart Education Partner Programme and this Agreement.
During the term of this Agreement, you may use our Trading Name Naturally Smart as long as you follow the usage requirements in this section. You must: (i) only use the images of our trading name that we make available to you, without altering them in any way; (ii) only use the Naturally Smart in connection with the Naturally Smart Education Partner Programme and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trading name in a misleading or disparaging way; (ii) use our trading name in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trading name in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
If you begin as a Naturally Smart Education Partner Programme and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to admin@naturallysmart.world

7. Proprietary Rights
No license to any software is granted by this Agreement. The Naturally Smart Education Partner Programme and the Naturally Smart Education Partner Programme products and services are protected by intellectual property laws. The Naturally Smart Education Partner Programme Content and the Naturally Smart Education Partner Programme products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Naturally Smart Education Partner Programme Content and the Naturally Smart Education Partner Programme products and services. Naturally Smart Education Partner Programme, are our intellectual property and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all partners to comment on the Naturally Smart Education Partner Programme products and services, provide suggestions for improving them, and engage with us to design new resources and provide suggestions they like through our network activity. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Naturally Smart Education Partner Programme products and services, without payment to you.

8. Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Naturally Smart Education Partner Programme customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

9. Term and Termination
a. Term. This Agreement will apply for one year, the membership period which begins on the day that you have paid subscription as a Naturally Smart Education Partner. It is renewable in subsequent years and remains in place until termination of agreement.
b. Termination Without Cause. Both you and we may terminate this Agreement on ninety (90) days written notice to the other party. The subscription costs will be retained by Naturally Smart Education Partner Programme and not refunded on termination.
c. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Naturally Smart Education Partner Programme Content violate the Naturally Smart Education Partner Programme Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
d. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all Naturally Smart Education Partner Programme Content and will immediately discontinue all use of our trading name on your paperwork. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.

10. Partner Representations and Warranties
You represent and warrant that: (i) your participation in this Naturally Smart Education Partner Programme will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

11. Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Naturally Smart Education Partner Programme, (b) your noncompliance with or breach of this Agreement, or (c) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

12. Non-Solicitation
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
13. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at Naturally Smart Education Partner Programme website www.naturallysmart.world. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. This Agreement shall be governed by the laws of the United Kingdom, without regard to the conflict of laws provisions thereof.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United Kingdom and any other relevant local export laws and regulations may apply to the Naturally Smart Education Partner Programme Content and the Naturally Smart Education Partner Programme products and services. You will not directly or indirectly export, re-export, or transfer the Naturally Smart Education Partner Programme Content or the Naturally Smart Education Partner Programme products and services to prohibited countries or individuals or permit use of the Naturally Smart Education Partner Programme Content or the Naturally Smart Education Partner Programme products and services by prohibited countries or individuals.
g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Directors, Naturally Smart Education Partner Programme, Sycamores, Todmorden, OL148DD United Kingdom.
To you: your address as provided in our partner account information for you stored securely on our files. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
i. Entire Agreement. This Agreement is the entire agreement between us for Naturally Smart Education Partner Programme and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of organisational merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Program Benefits. We may change the Naturally Smart Education Partner Programme from time to time by updating our website.
m. No Licences. We grant to you only the rights and licences expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Naturally Smart Education Partner Programme products and services, our trading name, or any other property or right of ours.
n. Sales by Naturally Smart Education Partner Programme. This Agreement shall in no way limit our right to make available or sell the Naturally Smart Education Partner Programme products and services, directly or indirectly, to any current or prospective customers.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
p. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.


Naturally Smart, March 2017