TERMS AND CONDITIONS
The Customer’s attention is drawn in particular to the provisions of clause 11.
1. Interpretation
1.1 Definitions:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3.
Contract: the contract between JDF and the Customer for the use of Educational Materials in accordance with these Conditions.
Customer: the school or company that requests the Educational Materials from JDF.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Educational Materials: Design Process Box, Engineering Box, Teacher’s Packs, challenge cards, engineering posters, and other educational materials provided by JDF from time to time and set out in the Request.
Intellectual Property Rights: means any and all intellectual property rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded to the same including, without limitation, all patents, registered trade marks and service marks, registered designs and any and all applications for registration of any of the same wheresoever made and unregistered trade marks and service marks, unregistered designs, design right and copyright;
Relevant Period: for the purposes of the Design Process Box the relevant period is 6 weeks and for the purposes of the Engineering Box the relevant period is 4 weeks.
Request: the Customer’s request for Educational Materials, as set out in the request form.
JDF: the James JDF Foundation with registered charity number 1099709.
1.2 Interpretation:
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails but not fax.
2. Basis of contract
2.1 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 trade, custom, practice or course of dealing.
2.2 The Request constitutes an offer by the Customer to loan the Educational Materials free of charge in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Request are complete and accurate.
2.3 The Request shall only be deemed to be accepted when JDF issues a written acceptance of the Request, at which point the Contract shall come into existence. For the avoidance of doubt, the automatic e-mail confirming the details of the Customer’s request does not amount to acceptance of the Request by JDF.
2.4 A Customer can only receive Educational Materials once per year.
2.5 Acceptance of a Request is at JDF’s sole discretion and subject to the availability of the Educational Material requested. JDF reserves the right at any time after receipt of the Customer’s Request to decline the Request for any reason, regardless of whether the Customer’s Request has been confirmed.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3. Educational Materials
3.1 The Educational Materials are described on JDF’s Website.
3.2 JDF reserves the right to amend the specification of the Educational Materials from time to time.
3.3 Any samples, drawings, descriptive matter or advertising produced by JDF and any descriptions or illustrations contained in JDF's leaflets, brochures or online via www.jamesdysonfoundation.co.uk (JDF's Website) are produced for the sole purpose of giving an approximate idea of the Educational Materials referred to in them. They shall not form part of the Contract nor have any contractual force.
3.4 If you download certain Educational Materials (e.g. lesson plans) then such downloaded materials may only be used for non-profit educational purposes.
4. Delivery
4.1 JDF shall deliver the Educational Materials to the location set out in the Request or such other location as the parties may agree (Delivery Location) at any time after JDF notifies the Customer that the Educational Materials are ready.
4.2 Requests for Educational Materials will only be accepted from, and dispatched, to Customer’s addresses within the United Kingdom. For the avoidance of doubt, JDF will not accept requests for Educational Materials from home educators and therefore JDF will not deliver to a personal postal address.
4.3 Delivery is completed on the completion of unloading of the Educational Materials at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. JDF shall not be liable for any delay in delivery of the Educational Materials.
4.5 JDF shall have no liability for any failure to deliver the Educational Materials.
4.6 The Customer may cancel the Request for Educational Materials at any time up to seven (7) days after receiving the Educational Materials by notifying JDF in writing by email to: jamesdysonfoundation@dyson.com.
5. Customer’s obligations
5.1 The Customer shall:
(a) co-operate with JDF in all matters relating to the Educational Materials;
(b) keep all Educational Material at the Customer's premises in safe custody at its own risk, maintain the Educational Materials in good condition until returned to JDF, and not dispose of or use the Educational Materials other than in accordance with JDF’s written instructions or authorisation;
(c) other than those materials JDF has agreed in writing that the Customer may retain, return all parts of the Educational Materials to JDF in good condition;
(d) ensure that the Educational Materials are only used under the supervision of an adult;
(e) not sell or pass the Educational Materials to any other organisation or school during or after the Relevant Period;
(f) not sell or pass the Educational Materials to individuals for home education/home-schooling purposes.
5.2 If the Customer fails to perform any of its obligations under these Conditions and specifically clause 5.1 above (Customer Default) the Customer shall reimburse JDF on written demand for any costs or losses sustained or incurred by JDF arising directly or indirectly from the Customer Default.
6. Intellectual Property
6.1 All Intellectual Property Rights in the Educational Materials shall belong exclusively to JDF.
6.2 The Customer shall not use or permit the use of the Educational Materials in a negligent or improper manner or in violation of any law or for any purpose other than educational purposes.
6.3 The Customer shall not make any modifications or other changes to the Educational Materials without the prior written consent of JDF.
6.4 If downloadable Educational Materials are designated as editable, then Customers may edit such materials solely in connection with educational projects. The Customer will ensure that any materials that it edits do not contain any libellous, unlawful or advertising materials or content, and that the Customer will not infringe any third party’s Intellectual Property Rights. The Customer warrants that any Educational Materials which are edited shall not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.
7. Quality
7.1 JDF warrants that on delivery, and for the Relevant Period from the date of delivery (warranty period), the Educational Materials shall conform in all material respects with their description.
7.2 Subject to clause 7.3, if:
(a) the Customer gives notice in writing to JDF during the warranty period within a reasonable time of discovery that some or all of the Educational Materials do not comply with the warranty set out in clause 7.1; and
(b) JDF is given a reasonable opportunity of examining such Educational Materials.
JDF shall, at its option, repair or replace the defective Educational Materials, or cancel the Request in its entirety.
7.3 JDF shall not be liable for the Educational Materials' failure to comply with the warranty set out in clause 7.1 in any of the following events:
(a) the Customer makes any further use of such Educational Materials after giving notice in accordance with clause 7.2;
(b) the defect arises because the Customer failed to follow JDF's oral or written instructions as to the storage, use and maintenance of the Educational Materials or (if there are none) good practice regarding the same;
(c) the Customer alters or repairs such Educational Materials without the written consent of JDF;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions; or
(e) the Educational Materials differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, JDF shall have no liability to the Customer in respect of the Educational Materials' failure to comply with the warranty set out in clause 7.1.
7.5 JDF does not warrant that any machinery used for the purposes of education in the Educational Materials will work once assembled.
7.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.7 These Conditions shall apply to any repaired or replaced Educational Materials supplied by JDF.
8. Title and risk
8.1 The risk in the Educational Materials shall pass to the Customer on completion of delivery.
8.2 Title to the Educational Materials shall remain with JDF for the duration of the Contract.
8.3 The Customer shall:
(a) store the Educational Materials separately from all other Educational Materials held by the Customer so that they remain readily identifiable as JDF's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Educational Materials;
(c) maintain the Educational Materials in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify JDF immediately if it becomes subject to any of the events listed in clause 9.1; and
(e) give JDF such information relating to the Educational Materials as JDF may require from time to time.
8.4 If the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy JDF may have:
(a) JDF may at any time:
(i) require the Customer to deliver up all Educational Materials in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Educational Materials are stored in Request to recover them.
9. Termination
9.1 Without limiting its other rights or remedies, JDF may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
(b) the Customer 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), 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 Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in JDF's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without limiting its other rights or remedies, JDF may suspend provision of the Educational Materials under the Contract or any other contract between the Customer and JDF if the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(d), or JDF reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, JDF may terminate the Contract with immediate effect by giving written notice to the Customer for any reason.
9.4 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. Return of Educational Materials
10.1 All Educational Materials must be returned to JDF at the end of the Relevant Period.
10.2 JDF shall arrange for such Educational Materials to be collected from the Delivery Location at JDF’s expense on a date agreed between the parties.
11. Limitation of liability
11.1 Nothing in these Conditions shall limit or exclude JDF's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for JDF to exclude or restrict liability.
11.2 Subject to clause 11.1, JDF shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any losses including any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
12. Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.13. General
13.1 Assignment and other dealings.
(a) JDF may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of JDF.
13.2 Entire agreement.
(a) This Contract 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.
(b) 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.
13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.6 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.7 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
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 this Contract or its subject matter or formation.
