School License Agreement, Terms and Conditions

Quirky Kid Program School Licence Agreement and Terms Conditions

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

If the School proceeds with the Implementation of the Programs, it will be 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 School will nominate one or more teachers, counsellors or other suitably qualified persons to act as facilitators (“Facilitators”) for the purpose of implementing and conducting the Licensed Programs at the School. Facilitators must have a current Working With Children certificate and hold at least one of the following qualifications, experience and/or positions:

(a) registered teacher within your state; or

(b) undergraduate or higher degree in psychology and experience working with youth; or

(c) allied mental health providers (such as social workers and occupational therapists) who are registered under Medicare to deliver psychological therapy services and focussed psychological strategies; or

(d) school counsellor in a current school counselling role; or

(e) postgraduate qualification relevant to mental health field and experience working with youth; or

(f) registered psychologists or registered mental health professional.

(g) 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 School. The Facilitator will attend a minimum of five meetings with the QK Trainer, which may be face to face or electronic, depending upon location and availability. The training includes detailed review and discussion of the initial Program course (“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 ("Accreditation"), and will be entitled to conduct further Courses within the school system (but not, for the avoidance of doubt, externally on a private basis).

4. To maintain accreditation, the Facilitator must:

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

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

5. QK will provide the School 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 School. Support may include:

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

(b) explanation and discussion of Program content;

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

6. The School will ensure that each Facilitator nominated by the School holds the necessary qualifications and is of a suitable temperament to conduct the Courses.

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 School may not charge a fee to Course participants.

3. The School 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;

(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; an

(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.

4. 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 School 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 fees and Course material prices are as notified by QK from time to time.

2. Ongoing support and assistance under this Agreement is 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. QK may, at its discretion, waive the accreditation fee in relation to an additional Facilitator, for each 100 workbooks purchased by the School.

4. 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.

5. 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, but only on receipt of a valid tax invoice.

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 School, including (without limitation), Training Guides, Participant Workbook, Lesson Plans, Program Guides, manuals and promotional materials, THE BEST OF FRIENDS trade mark (registration #1346709), and QUIRKY KID trade mark (registration #’s 1222417 and 1405795) (“QK Materials”).

2. The School 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 School will indemnify QK from any loss that QK may suffer or incur as a result of any breach of these undertakings. The School 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 School 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 School grants QK a non-exclusive, royalty-free, license to use the Schools' Logos in QK's advertising, literature and websites solely in connection with the marketing of the specific program the school has licensed.

E. Warranties and Disclaimers

1. The School 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 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. 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 School in connection with any Course affected by such breach.

3. The School hereby releases and indemnifies QK from and against any damage or liability arising from any breach of the terms of this Agreement by the School or any Facilitator.

F. 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 School 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.