These Terms and Conditions are the standard terms used by Cornerstones Education Limited (“Cornerstones”), a company registered under 07228912 of 68 Queen Street, Sheffield, S1 1WR for the purposes of conveying a limited license to use of Cornerstones online and licensed materials.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Intellectual Property Rights” – all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, rights in any format or presentation (including its look, feel, visual or other non-literal elements) and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
“Order” – agreement through email, phone call, verbally or in print to enter a contract to purchase Licensed Materials.
“Licensed Materials” – all materials and interactive resources provided to Licensee in hard copy or in digital format.
“Licensee” – contracting school that has purchased limited license rights to use Cornerstones online and Licensed Materials.
“Cornerstones Online” – Licensed Materials delivered via the internet including: The Hub, Cornerstones Assessment, Cornerstones ID, Cornerstones Support, Cornerstones Website.
“The Hub” – an interactive online platform provided and operated by Cornerstones for the benefit of its licensees. Access to The Hub cannot be purchased separately and any corresponding first year’s license subscription may be included with a purchase.
“Cornerstones Assessment” – annually licensed product that gives access to a tracker and assessment documents housed on The Hub.
“Cornerstones ID” – a user account management platform included as part of any Cornerstones annual licence subscription that allows the correct level of access to purchased materials and pupil data and management of User subscriptions.
“Cornerstones Support” – a customer service platform included as part of any Cornerstones annual licence subscription.
“User” – an individual identified by the Licensee or Cornerstones who has been given a personal Cornerstones ID username, password to relevant Licensed Materials and areas of Cornerstones online in accordance with the Licensee’s purchase(s).
“School Admin” – a User with a higher level of admin access rights relevant Licensed Materials and areas of Cornerstones online in accordance with the Licensee’s purchase(s). School Admins are responsible for moderating the Licensee users’ access in compliance with these Terms and Conditions and the Licensee’s own policies, especially with respect to data protection.
2. Orders
2.1 All Orders are subject to these Terms and Conditions.
2.2 Orders, including hard copy materials, may only be changed or cancelled by contacting Cornerstones by phone before materials are dispatched.
2.3 If any changes affect the price of the Order a new invoice will be provided by Cornerstones.
3. Delivery
3.1 – Estimated delivery dates for hard copy materials will be provided by Cornerstones once the invoice has been issued and confirmed upon full payment. Should there be a need to delay the delivery for any reason, Cornerstones will notify the Licensee prior to the delivery date and schedule a new delivery date convenient to both parties.
3.2 The Licensee is responsible for reviewing all materials upon delivery to confirm the order is complete and that there are no errors.
3.3 Online access – the Licensee shall appoint a one or more School Admins to act on their behalf to liaise with Cornerstones to set-up and maintain correct User level access.
4. Price and Payment
4.1 The price and expiry date of the Licenced Materials will be that shown on the invoice issued at the time of order.
4.2 All prices are exclusive of VAT. All VAT applicable will be added to any amount invoiced.
4.3 Prices do not include the cost of delivery for hard copy materials and any such expense shall be added to Licensee’s invoice where applicable.
4.4 Payments for invoices are acceptable in the following forms: a) Cheque; b) BACS transfer.
5. Copyright and Confidentiality
5.1 The Licensee undertakes that Users shall not at any time, to any third party whatsoever, disclose any confidential information concerning Cornerstones business, affairs, customers, pricing or other financial information of the company.
5.2 Users shall not display, upload or input any Licenced Materials to websites or online platforms (their own, public or commercial) without prior authorisation by Cornerstones.
5.3 Users may disclose Cornerstones confidential information to the Licensee’s other Users who need to know such information for the purposes of carrying out Licensee obligations under these Terms and Conditions, provided that such disclosures comply in full with Copyright and Confidentiality.
5.4 Users shall not use Cornerstones confidential information for any purpose other than to perform the Licensee’s obligations under these Terms and Conditions. Cornerstones hold full copyright of all the Licensed Materials and platforms.
5.5 Copyright and all other intellectual property rights in the platforms and Licensed Materials shall remain at all times the property of Cornerstones. Users shall acquire no rights in the platforms or licensed materials except as expressly provided for in these Terms and Conditions.
5.6 The Licensee may not reproduce, copy, duplicate, transmit, publish, display, distribute or sell any Licensed Materials from Cornerstones for external parties. Users may not use Cornerstones platforms or Licensed Materials for any commercial purpose, including the collection and use of any listings, descriptions or process. Users may not make any derivative or commercially exploitive use of these platforms or Licensed Materials, download or copy account information or use any data mining, robots or similar data gathering and extraction tool without the explicit written consent of Cornerstones. Any unauthorised use terminates any permissions granted.
5.7 All images are for the express purpose of editorial purposes and must not be shared or transferred resold or redistributed. Uploading any image to a website or network at a resolution that exceeds the display resolution of the intended viewing device will be deemed to be an attempt to redistribute the image.
6. Internet Use
6.1 Cornerstones Online and Licensed Materials may, from time to time, provide links to other websites or resources. Cornerstones has no control over such websites and resources.
6.2 Users are responsible for the application of the Licensee’s school e-safety and data protection policies when using the internet in relation to work undertaken in conjunction with any Cornerstones online and/or Licensed Materials.
7. Duties
7.1 Cornerstones
Cornerstones will:
7.1.1 Make all reasonable efforts to maintain the access to and quality of Cornerstones online and Licensed Materials.
7.1.2 Limit and monitor all non-licensee administrators of Cornerstones Online in line with the data protection act 1998.
7.1.3 Establish access for Users as quickly as is feasible after receiving the list of authorised User details and their required level of access from the Licensee. This is usually within five (5) working days.
7.1.4 Ensure that a resilient reliable and accessible service with targeted uptime of above 99%.
7.1.5 Ensure an appropriate disaster recovery plan is in place to maintain agreed service levels.
7.1.6 Maintain and update policies and procedures and make these available via Cornerstones Online or provide them upon request.
7.1.7 Ensure that Cornerstones has the legal right to sell and distribute all materials, either hard copy or digital, that are provided under these Terms and Conditions.
7.2 Licensee
The Licensee will:
7.2.1 Appoint School Admin(s) to coordinate and manage access to Cornerstones online.
7.2.2 Ensure all individuals with access to the hard copy and/or digital versions of Licensed Materials and information understand the responsibilities under these Terms and Conditions, especially including the responsibility to protect the Copyright of all Licenced Materials. To support the Licensee in this, Cornerstones will ensure all Users must accept these Terms and Conditions upon initial access to Cornerstones Online and when Terms and Conditions are amended.
7.2.3 To indemnify Cornerstones from any and all action arising directly or indirectly from the use of Cornerstones Online and Licensed Materials or other related product.
8. Platforms and Licensed Materials
8.1 Cornerstones Online
8.1.1 The platforms provide Users with interactive resources or links to other internet resources or platforms such as: Forums, Blogs/News, The Wall, Twitter, Facebook, YouTube, Vimeo, Pinterest.
8.2 The User
8.2.1 From 31st March 2016, all Cornerstones Online platforms and Licensed Materials will only be accessible by Users of a Licensee with the appropriate paid license subscription.
8.2.2 All Users will have access to Cornerstones Online platforms and Licensed Materials relevant to the paid licence subscription and their access level.
8.2.3 Users must not allow their access permission to Cornerstones Online to be used by anyone other than themselves.
8.2.4 All Users must follow the Terms and Conditions set out by Cornerstones and the Licensee as well as all applicable laws when accessing and using Cornerstones Online and Licensed Materials.
8.2.5 Users must discontinue accessing Cornerstones Online and Licensed Materials if they are no longer employed by the Licensee.
8.3 School Admin(s)
School Admin(s) will:
8.3.1 Complete the Cornerstones online registration documents with details including a list of individual emails for all authorised Users required by the Licensee.
8.3.2 Confirm that access is authorised for necessary staff only and never granted to non-staff, students, parents or other third parties by the Licensee without prior consent from Cornerstones.
8.3.3 Ensure that all the Licensee’s users are aware of the terms of access to Cornerstones Online.
8.3.4 Appropriately address any violations by a User of their access and report it to Cornerstones.
8.3.5 Ensure Cornerstones are informed immediately when a User is no longer employed by the Licensee.
8.4 Permitted use
8.4.1 Users may view content within the Licensed Materials while logged in to Cornerstone Online.
8.4.2 Users may post relevant comments, queries, responses and other content.
8.4.3 Users may post images and videos where the User has expressed legal right to do so and when not violating law or the privacy rights of others.
8.4.4 Reporting potential misuse or abuse of Cornerstones Online or Licensed Materials by other Users to their head teacher, other accountable person or directly to Cornerstones where appropriate.
8.5 Prohibited Activities
8.5.1 Posting content that is inappropriate, offensive, obscene, intended to be injurious or insulting, unlawful or discriminatory in any way.
8.5.2 Posting names of pupils or other personal information about other persons or entities.
8.5.3 Posting materials in violation of intellectual property laws.
8.6 Responsibility
8.6.1 Primary responsibility for ensuring User compliance, particularly with respect to the Copyright of Licensed Materials and protection of pupil data, falls to the head teacher, or other accountable person.
8.6.2 Primary responsibility for the secure transfer of personal data in relation to users and/or pupils falls to the head teacher or other accountable person.
8.6.3 Primary responsibility for the immediate removal of User accounts upon staffing changes falls to the head teacher or other accountable person.
8.6.4 Any infringement of these Terms and Conditions by a User that a head teacher or School Admin(s) is made aware of must be mitigated by the head teacher or School Admin(s) and reported to Cornerstones.
8.6.5 Serious or repeated violations of these Terms and Conditions will result in the revocation of access to Cornerstones Online and Licensed Materials. Multiple user violations or particularly serious violations may lead to revocation by Cornerstones of the Licensee’s access without notice.
8.6.6 Reinstatement of access will be at the sole discretion of Cornerstones.
8.6.7 Initial access to Cornerstones Online and Licensed Materials does not convey any future rights to access.
9. Limitation
9.1 Cornerstones shall have no liability for any loss or damage suffered by Users or any other person in relation to work undertaken in conjunction with Cornerstones online or Licensed Materials.
9.2 The head teacher, or other accountable person, and Users are responsible for risk assessment before doing any activities suggested in the Licensed Materials.
10. Governing Law and Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
11. Severability
The invalidity or unenforceability, in whole or in part, of any provision, term, or condition hereof shall not affect the validity or enforceability of the remainder of such provision, term or condition or of any other provision, term or condition.
12. Data Protection
The Licensee acknowledges that Cornerstones is a data controller for purposes of the Data Protection Act of 1998. The Licensee consents to the use of data, apart from any pupil data, for purposes of providing and improving their products and services, to provide to advisers, regulatory authorities, governmental or quasi governmental organisations as required.
Cornerstones is compliant in their processes and procedures with the requirements of the Data Protection Act of 1998.
13. The Contract
The above Terms and Conditions as well as any other written agreements between Cornerstones and the Licensee shall govern the grant of a limited license by Cornerstones to the Licensee and will form the basis of the Contract between the two. Cornerstones reserves the right to change and amend the Terms and Conditions as it deems necessary from time to time and the Licensee shall be notified of any such changes.
Please ensure that you have read these terms and conditions carefully, made all employees aware of the content relevant to their roles and responsibilities and included these Terms and Conditions in your induction process. If you are unsure about any part of these Terms and Conditions, please contact Cornerstones for clarification.