Terms & Conditions – Schools
TERMS & CONDS – FOR PRIMARY & SECONDARY SCHOOLS
This page tells you information about us and the legal terms and conditions (“Terms”) on which we offer our goods and services to you.
Please read these Terms carefully and make sure that you understand them, before ordering anything from our website (“our site”). Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any goods or services from our site.
If you buy the Magic Link Course from us you agree to be legally bound by these Terms.
You should print a copy of these Terms for future reference.
We may amend these Terms from time to time. Every time you wish to order any Magic Link Fonts, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 19 September 2020.
These Terms and any Contract between us are only in the English language.
- The Magic Link Lessons are only available to school users, at school.
- The Magic Link Lessons consists of:
Access to the Magic Link Lessons video program is provided on a non-exclusive licence, as seen below:
((i) 30 unique teaching steps and accompanying PDF worksheets for the CURSIVE (joined-up) course.
(ii)15 unique teaching steps and accompanying PDF worksheets for the NON joined-up course.
|COURSE PACKAGE||AGE GROUP||
PRICE PER SCHOOL /PER ANNUM (FOR UNLIMITED NUMBER OF PUPILS)
|NON JOINED-UP COURSE||FOR 5 YEAR OLDS||£670.00|
|CURSIVE COURSE||FOR 6 – 11 YEAR OLDS||£970.00|
|CURSIVE COURSE||FOR 11 – 18 YEAR OLDS||£1270.0|
PARTIES TO THESE TERMS
We are Magic Link Limited incorporated and registered in England and Wales with company number 09146910 whose registered office is at Pyramid House, 954 High Road, London, N12 9TR. We will be referred to as “Magic Link” within these Terms.
We are contracting with you, a school. You will be referred to as the “School” within these Terms.
Magic Link has created the Magic Link Course (as defined below).
The School now wishes to receive, and Magic Link is willing to grant, a licence on the terms and conditions set out in these Terms to reproduce the Magic Link Course (as defined below) and provide the Services.
The following definitions and rules of interpretation apply to these Terms.
Effective Date: The date upon which the School pays Magic Link’s Fees.
Guidelines: Magic Link’s conditions with regard to the reproduction of the Magic Link Course and the provisions of the Services set out in Schedule 1.
Intellectual Property: all copyright and related rights, trade marks, business names, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, patents, rights to inventions, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered subsisting in the Magic Link Course and the Magic Link Branding.
Magic Link Course: the full Magic Link teaching course (as outlined in the Magic Link Course Pack and directed by Magic Link) and the Magic Link Branding and the Magic Link Font, if supplied.
Magic Link Course Pack: the collection of materials and tools to be used in relation to the Services as described in Schedule 2.
Magic Link Branding: any registered or unregistered trading names, trademarks, fonts and logos used by Magic Link, subject to Magic Link’s written approval.
Services: the provision of teaching and tutoring services in relation to the Magic Link Course Territory: United Kingdom.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 References to clauses and Schedules are to the clauses and Schedules of these Terms.
1.7 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.9 These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.10 A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time.
1.11 A reference to a statute or statutory provision shall include all subordinate legislation made from
time to time under that statute or statutory provision.
1.12 A reference to writing or written includes email.
1.13 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.14 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. THE ORDER PROCESS
2.1 The School orders Magic Link’s Course via the Magic Link website and accepts these Terms.
2.2 Following acceptance of these Terms, Magic Link will send the School an invoice setting out the
fees due (the “Fees”) and the length of the licence (the “Term”).
2.3 Once Magic Link’s Fees have been paid, Magic Link will provide the School with a login code to access the Magic Link Course.
2.3 Access to the Magic Link course will terminate at the end of the academic year on July 31st.
3.1 Subject to payment of Magic Link’s Fees, Magic Link agrees to grant to the School a non-exclusive licence to do the following acts in the Territory for the Term, subject to, and in accordance with, the terms of these Terms:(a) reproduce the Magic Link Course;
(b) provide the Services to its pupils; and
(c) reproduce the Magic Link Branding in advertising or promotional material.
3.2 The School shall not:
(a) Copy any part of the Magic Link Course Pack and/or infringe the Intellectual Property;
(b) undertake advertising of the Services in, or specifically aimed at, any country outside the Territory;
(c) actively seek orders for the provision of the Services from outside the Territory; or
(d) establish any branch dealing in the Services or maintain any distribution depot for the Magic Link Course outside the Territory.
4. QUALITY CONTROL
4.1 The School shall provide the Services in compliance with:
(a) the conditions stipulated by Magic Link in the Guidelines;
(b) any other reasonable specifications, standards or directions set by Magic Link, from
time to time, relating to the Services.
4.2 The School shall, in exercising its rights under these Terms, comply with all applicable laws, regulations and codes of practice.
4.3 The School shall provide Magic Link with details of any complaints it has received relating to the Services together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by Magic Link in respect thereof.
The School may market the Services under the Magic Link Branding to its pupils and their parents.
6.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, pupils or suppliers of the other party, nor any of the terms of these Terms, except as permitted by clause 6.2.
6.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives 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 these Terms. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with the obligations set out in this clause 6 as if they were a party to these Terms; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights or perform its obligations under or in connection with these Terms.
7.1 In consideration for the rights granted under these Terms and the provision of the Magic Link Course Packs (postage included), the School shall pay Magic Link’s Fees.
7.2 All sums payable by the School under these Terms are exclusive of VAT.
7.3 All sums payable under these Terms shall be paid in sterling to the credit of a bank account to be designated in writing by Magic Link.
7.4 In the event of any delay in paying any sum due under this agreement by the due date, the School shall pay to Magic Link interest on the overdue amount at the rate of 4% per annum above HSBC’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. The School shall pay the interest together with the overdue amount.
7.5 The provisions of this clause 7 shall remain in effect notwithstanding termination or expiry of these Terms until the settlement of all subsisting claims by Magic Link.
8. PROTECTION OF THE INTELLECTUAL PROPERTY
8.1 The School shall immediately notify Magic Link in writing giving full particulars if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the Intellectual Property;
(b) any claim made or threatened that the Magic Link Course infringes the rights of any third party; or
(c) any other form of attack, charge or claim to which the Intellectual Property may be subject.
8.2 In respect of any of the matters listed in clause 8.1:
(a) Magic Link shall, at its absolute discretion, decide what action to take, if any;
(b) Magic Link shall have exclusive control over, and conduct of, all claims and proceedings;
(c) the School shall not make any admissions other than to Magic Link and shall provide Magic Link with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
(d) Magic Link shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
9. MORAL RIGHTS
Magic Link, being the sole author of the Magic Link Course, asserts its moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Magic Link Course.
10. LIABILITY, INDEMNITY AND INSURANCE
10.1 To the fullest extent permitted by law, Magic Link shall not be liable to the School for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the School’s exercise of the rights granted to it under these Terms.
10.2 The School shall indemnify Magic Link against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all
interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Magic Link arising out of or in connection with:
(a) the School’s exercise of its rights granted under these Terms;
(b) the School’s provision of the Services;
(c) the School’s breach or negligent performance or non-performance of these Terms;
(d) the enforcement of these Terms.
10.3 The School shall, at its expense, carry professional indemnity and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under these Terms (and no less
than £1 million).
10.4 Nothing in this clause shall restrict or limit Magic Link’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
10.5 Nothing in these Terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
11. ADDITIONAL SCHOOL OBLIGATIONS
11.1 The School shall:
(a) at all times comply with the Guidelines;(b) obtain at its own expense all licences, permits and consents necessary for the provision of the Services in the Territory;
(c) perform its obligations in connection with the provision of the Services with all due skill, care and diligence including good industry practice; and
(d) only make use of the Intellectual Property for the purposes authorised in these Terms.
11.2 The School shall not do or omit to do anything to diminish the rights of Magic Link in the Intellectual Property or the Magic Link Course, nor assist any other person to do so, either directly or indirectly.
11.3 The School acknowledges and agrees that the exercise of the licence granted to the School under these Terms is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the School understands and agrees that it shall at all times be solely liable
and responsible for such due observance and performance.
The School shall not grant sub-licences under these Terms.
The School shall not subcontract the provision of the Services unless authorised in writing by Magic Link to do so. In the event that such authorisation is provided, the subcontractor shall be bound by
these Terms and the School shall be liable for all acts, omissions and breaches of these Terms of any subcontractor and shall indemnify Magic Link against all costs, expenses, claims, loss or damage incurred or suffered by Magic Link, or for which Magic Link may become liable (whether direct,
indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any subcontractor.
The School shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of Magic Link.
15. DURATION AND TERMINATION
15.1 These Terms shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with clause 15, for the Term when any rights granted shall expire automatically without notice.
15.2 The Term may be extended for a further year upon the request of the School and subject to the payment of further Magic Link Fees. Any request for an extension of the Term must be made by the School, in writing, before 31 July of any given year. All Magic Links Fees for the extension of the
Term must be paid within 14 days of the date of Magic Link’s invoice. Failure to pay will result in interest being charged in accordance with clause 7.4.
15.3 Without affecting any other right or remedy available to it, Magic Link may terminate these Terms and any rights granted under them with immediate effect by giving written notice to the School if:
(a) the School fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the School commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the School repeatedly breaches any of the terms of these Terms 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 these Terms;
(d) the School (being a company) becomes the subject of insolvency proceedings; or
(e) the School suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16. CONSEQUENCES OF TERMINATION
16.1 On expiry or termination of these Terms for any reason and subject to any express provisions set out elsewhere in these Terms:
(a) all outstanding sums payable by the School to Magic Link shall immediately become due and payable;
(b) all rights and licences granted pursuant to these Terms shall cease;
(c) the School shall cease to make any use of the Magic Link Course or the Intellectual Property save as set out in this clause; and
(d) the School shall return promptly to Magic Link at the School’s expense all unused Magic Link Course Packs (which shall be refunded on the basis of £50 per DVD and all materials relating to the Magic Link Course, records and copies of any information of a confidential nature communicated to it by Magic Link, either preparatory to, or as a result of, these Terms, to the extent such material remains confidential.
16.2 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
16.3 Termination or expiry of these Terms 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 these Terms which existed at or before the date of
termination or expiry.
No failure or delay by a party to exercise any right or remedy provided under these Terms 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.
18. ENTIRE AGREEMENT
These Terms constitute 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.
19.1 If any provision or part-provision of these Terms 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 these Terms.
19.2 If one party gives notice to the other of the possibility that any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible achieves the intended commercial result of the original provision.
20. THIRD PARTY RIGHTS
No one other than a party to these Terms shall have any right to enforce any of its terms.
21. NO PARTNERSHIP OR AGENCY
21.1 Nothing in these Terms 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 on behalf of any other party.
21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22. FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. Ins such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate these Terms by giving 14 days written notice to the affected party.
23. GOVERNING LAW
These Terms and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) 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 arising out of or in connection with these Terms or its subject matter
or formation (including non-contractual disputes or claims).
Schedule 1 Guidelines
1. The Magic Link Course Pack should only be used in relation each of the School’s pupils.
2. The Magic Link Course Pack can only be sourced from Magic Link and can only be copied using the PDF supplied by Magic Link.
3. The School may not provide the Services via its own website.
4. All pupils of the School, when being taught the Magic Link Course, must use approved Magic Link materials, these are as follows:
(a) Triangular pencils and pens (sold via Magic Link’s Website, Amazon listings or wholesalers whose details can be provided by Magic Link); and
(b) Any other materials found in the Magic Link Course Pack.