OxBright Terms & Conditions

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OxBright Terms & Conditions
1) Definitions

a) ‘OSA’ means the Oxford Scholastica Academy Ltd, a company incorporated in England & Wales (registration number 07746591)

b) ‘OxBright’ or ‘the Programme’ means OSA’s OxBright programme as described on its website

c) ‘Student’ means the student and, where they are a minor, includes their parents or guardian

d) ‘Mentor’ means a speaker or tutor who delivers Content to the Student via the OxBright Platform

e) ‘OxBright Platform’ means the technology platform that hosts and delivers the Content, through which the student can access live and recorded content (the Platform is currently hosted by the ‘Platform Provider’, circle.co, at https://community.oxfordscholastica.com/, though this may change in the future)

f) ‘Content’ means educational live or recorded video, audio and written content provided by academic and career Mentors

g) ‘Business day’ means Monday to Friday

h) ‘Contract’ means the legally binding arrangement that OSA enters in to with the Student once the Student is accepted on the Programme and accepts the place and is subject to these Terms & Conditions as well as other documents to which they refer

i) ‘Intellectual Property Rights’ shall mean copyright (and related rights), designs, patents, trademarks, confidentiality, confidential information and all other intellectual property rights that may subsist or will subsist in the future. This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant)

j) ‘VAT’ means value added tax as provided for in the Value Added Tax Act 1994

2) Application

a) By making an application on the OSA website, the Student acknowledges they have read this Contract and that they will be bound by this Contract if they a) are notified of their Acceptance by OSA and b) pay their first membership fees

b) The Student must be aged 12-18 at the start of the Programme unless otherwise agreed in writing

c) The Student must be able to speak, understand and read English to an Intermediate/Upper Intermediate/Advanced English level. The Student’s English language level must be above Common European Framework Level C1

d) OxBright is an online service which involves audiovisual technology. The Student must therefore provide information on their educational/religious/special needs and requirements on their application, so that OSA can start to consider and make reasonable arrangements

3) Acceptance

a) By submitting an application, this does not constitute Acceptance. ‘Acceptance’ means OSA sends the Student an email confirming the Student has been accepted onto the Programme

b) Any Acceptance is solely at the discretion of OSA, subject to reviewing the Student’s application form. OSA may also seek other supporting information when reviewing an application, including, but not limited to, conducting a phone interview with the Student and/or their parent/guardian, or requesting references.

c) After Acceptance, the Student’s membership on the Programme is not confirmed until they have paid the first membership fees, as set out in clause 4(c). When payment is received from a Student accepted by OxBright, OxBright grants to the Student a limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to access the Content on the Platform from the Start Date

4) Membership Fees

a) Membership consists of a subscription to OxBright which may be monthly, six-monthly or annual in length

b) The ‘Start Date’ is the date that the first membership fee is confirmed to be received by OSA

c) Payment of the first membership fee must be made in pounds sterling via the online method set out by OSA, or, at the discretion of OSA, by another method

d) If on a monthly subscription, the second month’s membership fee will be taken one month after the first month’s membership fee, and payments will be taken every month hereafter. If on a six -monthly subscription, the second six-monthly membership fee will be taken six months after the first six-monthly membership fee, and payments will be taken every six months hereafter. If on an annual subscription, the second annual membership fee will be taken one year after the first annual membership fee, and payments will be taken every year hereafter

e) For all fees, the exact amount must be paid. The Student should bear in mind that some banks will charge a fee for transferring the money, or the exchange rate may fluctuate, and it is the Student’s responsibility to cover these payments and ensure that the exact amount is received by OSA

f) There is no minimum commitment, though OSA recommends membership duration of at least 6 months to get the full benefits of OxBright

g) Fees are inclusive of VAT where appropriate and when outlined on the invoice

h) OSA reserves the right to suspend or terminate the Student’s membership, at our sole discretion, on the basis of late or unpaid fees, such as where the payment of membership fees has not been made within 7 days of the due date

i) OSA reserves the right to modify the Fees on 14 days’ written notice prior to the renewal date of a Student’s membership

j) If any fees are late, interest will be payable by the Student, calculated on a daily basis at the rate of 4% p.a. above the base rate of the Bank of England

k) All payments made or to be made under this Contract shall be made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise

5) Cancellations and Suspensions

a) If the Student wishes to cancel this Contract, OSA must be notified in writing via the Contact page

b) For cancellations made within 14 days of the first payment:

i) The Student has the right to cancel this Contract and receive a refund of the fees they have paid (net of any bank charges or foreign exchange losses) if the cancellation is made within fourteen calendar days after entering in to the Contract unless the student has accessed the OxBright Platform. The refund will be repaid to the Student within 30 days following cancellation (usually much sooner)

c) For cancellations made after 14 days of the first payment:

i) Other than in accordance with clause 5(b), if the Student wishes to cancel their membership, they must give OSA at least 3 days written notice of this. Any fee payment that is scheduled within this 3 day cancellation period is still owed, and Students shall be entitled to the full benefits of OxBright until the end of this period

d) If the Student wishes to cancel other than in accordance with clause 5(b,i) and does not give notice in accordance with clause 5(c,i), then they shall not be entitled to a refund

e) OSA may, in its sole discretion, suspend access to the Platform or provision of the services without liability to the Student if the Student is in breach of these Terms & Conditions or if an event of Force Majeure occurs or if it has any systems or security concerns. OxBright will give as much notice to the Student of any suspension as it considers reasonable in the circumstances.

6) Termination

a) OSA reserves the right at any time to withdraw an offer of Acceptance, suspend a membership or terminate this Contract by written notice, without refunding any fees to the Student, if OSA determines (at its sole discretion) that:

i) the Application is inaccurate or incomplete

ii) the Student’s English proficiency is not at an adequate level

iii) fees are late or unpaid, as set out in clause 4

iv) The Student has behaved unacceptably, including, but not limited to, acting in a disrespectful manner towards OSA, OSA staff or OSA tutors

b) The rights, liabilities or remedies of either party shall not be affected after termination, nor will the continuance of any of this Contract’s provision (to the extent to which it is expressed or by implication intended to continue)

c) Upon termination of these Terms & Conditions for any reason, including Cancellations and Suspensions in accordance with Clause 5, the Student’s access to and use of the Platform and Content shall immediately cease

7) Limitation of Liability & Indemnity

a) OSA will not be liable to the Student or any connected persons for any claims, costs, expenses or damages (including but not limited to property, personal belongings or money), losses (including but not limited to loss of profits, revenue, data, contracts or opportunities) or any liabilities of any kind (whether direct or indirect), except for death or personal injury resulting from proven negligence in an English court of law

b) The Student will indemnify and keep indemnified OSA from and against any losses, claims, costs, expenses or damages or any liabilities of any kind incurred by it as a direct or indirect result of a breach of this Contract by the Student

c) Each party’s maximum aggregate liability to the other party and its affiliates for any claim or loss arising directly or indirectly in connection with these Terms & Conditions shall be capped at the amount of fees actually paid to OxBright by the Student in the 12 months preceding the date of the claim

d) Where OSA makes any payment to the Student arising from this Contract, the Student must assign to OSA or its insurers any rights it may have to pursue any other third party. The Student must also provide OSA and its insurers with all assistance required

8) The Student Agrees:

a) To be polite to their Mentor and any other OSA staff members or tutors and treat them fairly and respectfully at all times

b) Not to attempt to contact the Mentor any other OSA staff members or tutors outside of the channels provided by OSA at any time during the membership, or until the end of 1 year after the termination of this Contract

c) Not to disclose to, or request from, the Mentor any information (other than is reasonably needed to conduct the Programme, such as their name) that could be used to identify or locate them, such as home address, telephone/mobile number, email address, social media handles etc.

d) That live Programme content may be recorded, stored and used by OSA, for the purpose of Programme quality control and development, and publicity

e) Not to make use of the name, logos, or trademarks of the Oxford Scholastica Academy except where written permission has been given

f) Not to publish any material by any medium relating to OSA, its Mentors, staff, students, facilities or any other person or body OSA has a relationship with without OSA’s written permission

g) To withdraw any material given to any form of media outlet (including social media) where permission was not given by OSA.

9) Warranty

a) The Student represents and warrants that he:

i) Will comply with all applicable laws in carrying out its obligations under these Terms & Conditions

ii) Will not share any login details or otherwise enable unlawful access to the Platform by any other person

iii) Will not scrape, copy, share or otherwise extract the Content from the Platform

10) Notices

a) All notices shall be in English and in legible writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice

b) Notices shall be deemed to have been duly given (in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party):

i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

ii) when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

iii) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

iv) on the tenth business day following mailing, if mailed by airmail, postage prepaid.

c) Service of any document for the purposes of any legal proceedings concerning or arising out of this Contract shall be effected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time

11) Data Protection

a) OSA will comply with the EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), as outlined in OSA’s Data Protection Policy

12) Publicity

a) OxBright live sessions may be recorded and the recording may be made available publicly to enable other students and parents to be able to watch the recording, or for promotional or other purposes. The Student should advise OSA in writing before the Programme if he would prefer not to participate in these activities and unless otherwise instructed in writing beforehand, OSA may use these images for its business use and promotional activities on an ongoing basis

b) During and at the end of Programme, OSA will ask the Student to fill in an evaluation questionnaire. OSA may use statistics and quotes from these, as well as comments written by the Student in the OxBright Platform, to promote future Programmes, and may credit the Student’s name and school next to these quotes. The Student should advise OSA in writing beforehand if he would prefer for OSA not to use this information in future publicity

13) Relationships

a) OSA is an organisation which contracts with St Peter’s College and Corpus Christi College for the use of Summer School facilities, but which has no formal connection with The University of Oxford

14) Intellectual Property

a) Nothing in these Terms & Conditions assigns or transfers to the Student any rights, title or interest (including any Intellectual Property Rights) in the Platform or the Content

15) Disclaimers

a) Except as expressly warranted in these Terms & Conditions, and except to the extent prohibited by law, OxBright disclaims all implied representations and warranties regarding the Content including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. OxBright makes no representation that the Content will be error-free, correct, accurate, complete, reliable, secure, current or up-to-date. OxBright is not liable for the availability and/or functionality of the Platform. All issues with the Platform (including, without limitation, its availability and functionality) are the sole responsibility of the Platform Provider

b) OxBright reserves the right to remove or edit any Content at any time

c) The Student acknowledges that he has not relied on any representation made by OSA which has not been expressly stated in these Terms & Conditions, including any descriptions or specifications contained in any document made available by OSA outside of these Terms & Conditions

16) General

a) Nothing in this Contract shall be construed as creating a partnership with the Student

b) The Student may not subcontract any rights under this contract to another person or company without the consent of OSA

c) OSA may assign all or any of its rights under this Contract to any person or company without any requirement to notify or obtain further consent of the Student

d) No amendments of this Contract shall be effective unless confirmed in writing and signed by both OSA and the Student

e) No waiver by OSA of any breach of these terms shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given

f) Whilst every effort has been made to ensure that this Contract adheres strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from this Contract and shall not affect the validity and enforceability of the remaining terms. This term shall apply only within jurisdictions where a particular term is illegal

g) The headings in this Contract are for convenience only and shall not affect the interpretation of the Contract

h) Words imparting the singular shall include the plural and vice versa

i) References to any gender shall include other genders

j) OSA makes every effort to provide an accurate description of the Programme, but can make no guarantee about the content or structure, which may change. OSA reserves the right to modify or cancel the Programme, and to make alterations to the programme, terms, rules, policies, and Mentors at any time before or during the Programme without the Student’s consent. OSA shall not be held responsible for any inconvenience caused and extra expenses incurred

k) OSA reserves the right to terminate relationships with Mentors (for reasons including, but not limited to, Mentors leaving the Programme), in which case OSA will make every effort to find a suitable new Mentor

l) Wherever possible, OSA will try to accommodate the Student’s reasonable requests for a change to their membership (e.g.: change of start date or course) but cannot guarantee and is under no obligation to do so

m) OSA will take all appropriate measures to safeguard its Students.

n) Where any OSA policy differs with these Terms and Conditions, these Terms and Conditions shall prevail

o) OSA does not intend any term of this Contract to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999

p) This Contract shall be governed by the laws of England and Wales

q) Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales, to settle any dispute or question relating to this Contract, or any other matter

r) OSA may revise these terms from time to time. The most current version will always be posted on OSA’s website. Any material changes will be notified to the Student by email.