Private Clinics License Agreement, Terms and Conditions

Quirky Kid Program License Agreement - Terms

Quirky Kid Pty Ltd ABN 60 606 832 606 (“QK”) grants the applicant (“the Licensee”)the right to market, promote and provide one of the social and emotional learning programs for young people and their parents supplied by QK (“the Licensed Program”) on following terms (“the Agreement”).

By purchasing a Program Licence you are deemed to have accepted these terms. Please note that these terms may be varied or updated from time to time, with changes being notified on the QK Programs website.

A. Facilitator Training, Accreditation and Support

1. The Licensee has nominated one or more psychologists, counsellors or other suitably qualified persons to act as facilitators (“Facilitators”) for the purpose of implementing and conducting the Licensed Programs at the Licensee designated location. Facilitators must have a current Working With Children certificate and hold at least one of the following qualifications, experience and/or positions:

(a) undergraduate or higher degree in psychology and experience working with young people; or

(b) allied health providers (such as speech pathologist, social workers and occupational therapists) who are experienced with mental intervention and/or with the ability to deliver psychological therapy services and focussed psychological strategies; or

(d) registered psychologists or registered mental health professional; and

(e) where Licensee is has Licensed the Basecamp Program, training in cognitive behavior therapy.

2. Each Facilitator will be provided with training by QK as outlined in the QK Training Guide (“the Training Guide”) provided to the Licensee. The Facilitator will participate in a minimum of five meetings with the QK Trainer, which may be face to face or electronic, depending upon location and availability, before completing the delivery of initial Program course. The training includes a detailed review and discussion of the Course as it is conducted by the Facilitator.

3. On conclusion of the initial Course conducted by the Facilitator, and successful completion of all requirements set out in the Training Guide, the Facilitator will be awarded with an Accredited Facilitator Certificate, and will be entitled to conduct further Courses within the Licensee designated location (but not, for the avoidance of doubt, externally).

4. To maintain accreditation, the Facilitator must:

(a) conduct at least one Course per calendar year; and

(b) attend at least two meetings (electronic or face to face) with a QK Trainer, prior to and during each Course.

5. QK will provide the Licensee and Facilitator with on-going support as reasonably required to ensure the successful implementation, planning, conduct and follow up of each Course conducted by the Licensee. Support may include:

(a) technical support to ensure access to Program materials;

(b) explanation and discussion of Course content;

(d) dealing with issues that may arise during the Course, including (if required) referral to appropriate medical, legal or other professionals.

6. The Licensee will ensure that each Facilitator nominated by the Licensee completes the accreditation with a QK Trainer, holds the necessary qualifications and is of a suitable temperament to conduct the Courses.

7. Where training is not included in a Program Licence, QK will charge the Licensee a fee as per the fee schedule (“Fee Schedule”) published by QK from time to time.

B. Courses

1. The Licensee will provide at least one week notice at to QK prior to the intended start date of any Course. The notice will include the following information:

(a) name and contact details of Facilitator;

(b) intended dates, times and venue; and

2. Upon receipt of the notice, QK will contact the Facilitator to discuss the Course, including any updates or changes to Program materials.

3. The Licensee acknowledges that QK has recommended a price structure for participants in the Program available in the Program Guide.

4. The Licensee will ensure that:

(a) no person is involved in the presentation and conduct of any Course unless they are an accredited Facilitator (or in the process of achieving accreditation);

(b) no materials are used to conduct or promote the Programs, except as supplied by QK and in accordance with guidelines and directions of QK;

(c) any trade or service marks of QK are not altered or removed from Program Materials, nor used except in connection with the Course and in accordance with the the Program Guide and reasonable directions of QK;

(d) the Facilitator conducts the Course in accordance with the Program Guide and the reasonable directions of QK; and

(e) any problems or issues which may arise in relation to the Program, Course or Program Materials are immediately referred to QK (who will use best endeavours to resolve);

(f) no public statements or announcements are made regarding the Program or QK, except as supplied or approved by QK;

(g) the Facilitator and participants co-operate with QK in the evaluation and monitoring process, including by completing any surveys and questionnaires.

5. The Licensee will not:

(a) use the Program Materials for any purpose or in any manner other than expressly permitted in this Agreement;

(b) use the Program Materials in any way that could damage the reputation of QK or the goodwill or other rights (including intellectual property rights) associated with the Program;

(d) reproduce, modify or adapt the Program Materials or create any derivative works based upon the Program Materials;

(e) from the date Program Materials and/or Facilitator training is first provided to the Licensee until 12 months from the presentation of the last Course, offer or provide any classes, workshops, courses or other forms of training or education in social and emotional Learning to persons aged under 18 years which is substantially similar to the Program; or

(f) modify or remove any copyright or proprietary notices on the Program Materials.

6. The Licensee will have Program participants complete the post-course evaluations as defined in the Program Guide or as reasonably required by QK and will provide QK with the results of such evaluations when requested.

7. QK undertakes ongoing research activities, including with tertiary institutions and other third parties, with the aim of improving and enhancing the Programs and the Courses. QK asks that the Licensee will consider and assist to facilitate involvement in such research activities as reasonably requested by QK from time to time.

C. Fees and Payments

1. Accreditation, training, evaluation, stationary and Licence Fees are as per Fee Schedule notified by QK from time to time and available online.

2. Ongoing support and assistance under this Agreement are provided at no additional cost – except that an additional charge may apply at QK’s standard consultation rate where a Facilitator fails to attend a scheduled meeting.

3. Fee payment terms are 14 days from date of invoice. Where invoices are outstanding QK may:

(a) suspend provision of services under this Agreement until invoices are paid in full; and

(b) charge interest on any outstanding amounts, calculated daily at the rate 2% higher than the overdraft rate charged at that time by the bank where QK maintains its accounts.

4. All amounts payable under this Agreement are exclusive of any GST which, where applicable, will be paid in addition to any amount specified as payable, upon receipt of a valid tax invoice.

5. The RRP price for participants is a minimum of AUD $744 to a maximum of $930 excluding GST, or such other amount as the parties may agree in writing.

D. Intellectual Property, Confidentiality and Data

1. QK retains all intellectual property rights (including copyright, and trade and service mark rights) in works and subject matter supplied by QK to the Licensee, including (without limitation), Training Guides, Participant Workbook, Lesson Plans, Websites, Program Guides, manuals and promotional materials, THE BEST OF FRIENDS trade mark (registration #1346709), BASECAMP trademark (registration 1779635) and QUIRKY KID trademark (registration #s 1222417 and 1405795) (“QK Materials”).

2. The Licensee acknowledges that the QK Materials are fundamental to the Program and undertakes that:

(a) it will not copy, reproduce, scan, communicate, publish, edit, alter or otherwise deal with or modify the QK Materials, except as expressly permitted in writing by QK;

(b) it will ensure that QK Materials are only used in accordance with guidelines and directions provided by QK.

The Licensee will indemnify QK from any loss that QK may suffer or incur as a result of any breach of these undertakings. The Licensee acknowledges that such losses may be substantial if, for example, QK materials were to be reproduced and made available online.

3. To the extent the QK Materials are improved, developed or added to during any Course, all rights (including copyright) in such improvements, developments or additions will vest in QK. This includes data accumulated in connection with the Courses, goodwill and any contributions of any participants, subject to the provision that QK will not reproduce or communicate such contributions unless the written consent of the participant is obtained.

4. The Licensee acknowledges that all documentation and information about or concerning the Programs, the Courses and the QK Materials and their use is confidential information of QK and must not be used or disclosed, except for the sole purpose of complying with its obligations and exercising its rights under this Agreement and strictly in accordance with the terms of this Agreement.

5. QK acknowledges that all information provided to it concerning participants is confidential and private personal information. QK will hold such information securely, and use it for the sole purpose of providing the Programs under this Agreement. QK may also use such information (and communicate it to third parties) for the purposes of research and developing and improving the Programs, Courses and QK materials provided that:

(a) appropriate consents are provided by participants;

(b) personal identifiers are removed; and

6. The Licenseel grants QK a non-exclusive, royalty-free, license to use the Licensee's Logos in QK's advertising, literature and websites solely in connection with the marketing of the specific program the school has licensed.

E. Disclaimers, Warranties and Indemnities

1. The Licensee hereby acknowledges that the Programs:

(a) are educational and general in nature;

(b) are not a replacement or substitute for medical, health or counselling services provided to individuals by qualified professionals;

(c) do not constitute individual treatment for any medical, psychiatric or psychological conditions and do not guarantee any specific results;

(d) are based on the best information available to QK at the time of delivery.

2. The Licensee hereby warrants that:

(a) each Facilitator will be a fit and proper person to present the Program;

(b) it will provide a true copy of a current “Working With Children Check” to QK for each Facilitator; and

(c) in marketing, promoting and providing the Program it will comply with the Program Guidelines and all laws, regulations and professional rules and standards relevant to the marketing, promotion and provision of the Program.

3. QK warrants that it owns or is entitled to use all intellectual property which subsists in the Program and that the Licensee’s use of the QK Materials in accordance with the terms of this Agreement will not result in a breach of any rights of any third party.

4. Where legislation implies any condition or warranty, and prohibits provisions excluding or modifying the liability of QK under such condition or warranty, the condition or warranty will be deemed to be included in this Agreement, however the liability of QK for any breach of such condition or warranty, will be limited, to a refund of monies paid by the Licensee in connection with any Course affected by such breach.

5. The Licensee hereby releases and indemnifies QK from and against any damage or liability incurred by QK arising from any breach of the terms of this Agreement by the Licensee or any Facilitator presenting a Course at the Licensee.

F. Insurance

1. At any time when the Licensee is presenting a Course, the Licensee will maintain at its sole expense the following insurances:

(a) public liability (personal and property) with an accredited on-shore insurer for an amount not less than $20 million per occurrence;

(b) professional indemnity for an amount not less than $10 million per occurrence; and

2. Upon request by QK, the Licensee must provide evidence of such insurances to QK.

G. Termination

1. QK will have the right to terminate this Agreement and any Licences granted under this Agreement immediately upon written notice to the Licensee where the Licensee:

(a) commits a material breach of this Agreement which is not capable of rectification or, if capable of rectification, the Licensee has failed to rectify such breach within 3 days written notice of the breach;

(b) does not conduct at least one Course with a minimum of four participants within any calendar year;

(c) does or permits to be done any act or thing which reflects unfavourably upon the reputation, standing or goodwill of QK;

(d) makes any warranty or representation under this Agreement which is or later proves to be false, misleading or inaccurate; or

(e) is insolvent or bankrupt or ceases or threatens to cease carrying on business; or

(f) loses or fails to maintain any necessary registration or professional accreditation.

2. Upon termination of the Agreement under Clause G.1 above:

(a) the Licensee will have no further right to use the QK Materials or present Courses, and the licences granted under this Agreement will immediately terminate;

(b) the Licensee must cease marketing the Program, return all QK Materials in its possession to QK and remove all QK Materials from its computer systems; and

H. General

1. This Agreement constitutes the entire agreement between the parties relating to the matters set out herein and cannot be altered except in writing signed by all parties.

2. The Licensee will not assign or grant any sub-licence or otherwise deal with or transfer any of its rights, title or interest under this Agreement without the prior written consent of QK.

3. This Agreement does not create a relationship of agency or partnership between the parties or create a joint venture and neither party will have the power to pledge the credit of the other party or bind the other party in any manner or to take any action or to do any act or thing in the name of the other party.

4. This Agreement will be governed by, and construed in accordance with, the laws of NSW and the parties submit to the jurisdiction of the courts of NSW.