Secondary School Licence Terms and Conditions
In this Agreement, words and phrases have the meaning given to them in this clause 1:
“Anonymous Reader” means any Reader who is not a Named Reader.
“Content” means FT content provided or made available by FT to the School under this Agreement in any form and media, including without limitation any literary work (text, tables and computations) and artistic work (including graphic works such as drawings, diagrams, maps, charts, plans, videos and photographs).
“Copyright Policy” means FT’s Copyright Policy from time to time, as made available at https://help.ft.com/help/legal-privacy/copyright/copyright-policy.
“FT Schools Newsletter” means an email newsletter that FT produces for Named Readers, as described in clause 4.
“FT Service” means FT’s website at www.ft.com (including the equivalent Financial Times application for access on mobile devices) together with any related functionality including provision of the FT Schools Newsletter.
“IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.
“Marks” means all trade marks, service marks, trade names, logos and other branding (whether registered or not) of FT or its licensors.
“Named Reader” means a Reader with login access to Content. A Named Reader must be either a staff member of the School or a student of the School aged 16 to 19.
“Programme” means FT’s secondary schools access programme making Content available free of charge to schools providing full-time education for students aged 16 (or below) to 19.
“Reader” means any student or staff member of the School from time to time.
“Reader Data” means any data identifying a Named Reader.
“Responsible Steps” means to take all practical steps that a world leading provider of education might reasonably be expected to take to act responsibly and protect third party intellectual property used by that provider in the course of providing its education services, with the aim of ensuring that such intellectual property is not used by the provider’s employees, contractors and students other than for the purposes for which it is licensed to the provider.
“School” means the school or other education establishment which enters into this Agreement.
“Start Date” means the date on which this Agreement commences, as specified by FT.
“Terms and Conditions” means these terms and conditions.
The headings in this Agreement do not affect its interpretation. Unless the context otherwise requires the words “include” and “including” will be construed without limitation; and any reference in this Agreement to any statute or statutory provision will be deemed to include any subsequent re-enactment or amending provision.
2.1. The School must meet the eligibility criteria for the Programme from time to time. FT will have sole discretion in determining whether the School is eligible for the Programme. FT reserves the right to decline any application for a School to participate in the Programme without stating any reasons.
2.2. By submitting an application for the School to participate in the Programme, the person making the submission confirms that they are authorised to enter into the Agreement on behalf of the School.
2.3. No agreement exists between the School and FT until FT has issued a confirmatory email (or other written confirmation) that the School has been accepted to participate in the Programme.
3. FT Service Access
3.1. FT will provide the Readers with access to the FT Service in accordance with this Agreement.
3.2. Named Readers must be Readers aged 16 or over. FT will provide a sign-up link for the School to circulate to Readers who are entitled to be Named Readers.
3.3. It is for the School to ensure that all Named Readers meet the eligibility criteria, namely:
- 3.3.1. a staff member of the School; or
- 3.3.2. a student of the School aged 16 to 19.
3.4. The School will use the administration interface provided by FT in order to check the eligibility of Named Readers and to remove promptly any Named Reader who is not entitled to be a Named Reader.
3.5. Named Readers must access their account using a personal email address (not a generic address such as “email@example.com”) within the School’s email domain.
3.6. Unless the Access Method is Single Sign On, the School will work with FT to ensure that all usernames and passwords issued to or set up by Named Readers expire on 31 August in each year, meaning that all Named Readers have to reapply to the School for access to the FT Service. Where Access Method specified in the Term Sheet is Single Sign On, the School will use best endeavours to ensure that such access will terminate once any Named Reader has ceased to be a student or employee of the School. The School acknowledges that the purpose of this clause is to ensure that Named Readers can no longer access the FT Service under this Agreement once they cease to be students or employees of the School.
3.7. Anonymous Readers will be able to access Content only by devices accessing the internet from IP addresses or ranges specified by the School and agreed by FT at its sole discretion. The School warrants and represents that each such IP address or range will be unique to the School and usable only by Readers.
3.8. The Content is only for Readers’ general information and educational purposes and is not intended to address any particular requirements. The Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by FT. It is not intended to be and should not be relied upon by the School or its Readers in making (or refraining from making) any specific investment, purchase, sale or other decisions. Appropriate independent advice should be obtained before making any such decision.
4. FT Schools Newsletter
4.1. The FT Schools Newsletter is intended to be an integral part of the FT Service under this Agreement. The purpose of the FT Schools Newsletter is to highlight editorial content that FT believes will be of interest to Readers.
4.2. Each Named Reader will receive the FT Schools Newsletter at the email address used for their account unless they choose to unsubscribe from receiving. If a Named Reader unsubscribes from the FT Schools Newsletter then FT cannot guarantee that they will be able to resubscribe.
4.3. FT reserves the right to withdraw or suspend the FT Schools Newsletter at any time, without notice.
5. Use of Content and IPRs
5.1. Subject to the terms of this Agreement, FT grants to the School a non-exclusive, non-transferable, non-sublicensable licence to allow the Readers to: (a) read Content for personal use and for research, educational, teaching and current awareness purposes; and (b) use the Content in accordance with the Copyright Policy.
5.2. Except as expressly permitted by this Agreement, the School will not, and will take Responsible Steps with the aim of ensuring that its Readers do not:
- 5.2.1. share access to the FT Service with anyone other than a Reader (including any family member of a Reader);
- 5.2.2. copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any Content (whether received from FT under this Agreement or otherwise);
- 5.2.3. use the Content for the purposes of endorsement of a business, product or service.
5.3. The School agrees and acknowledges that:
- 5.3.1. password access to the FT Service is on the basis of one password for use by one specific Named Reader only. Sharing of passwords is not permitted either simultaneously or on a rotational basis;
- 5.3.2. no full text FT articles will be forwarded internally or externally by email or by any other distribution method, save as permitted by any tools made available on the FT Service from time to time. No full text FT articles will be hosted on any internal or external School websites; and
- 5.3.3. FT headline links cannot be forwarded externally outside of the School as part of a charged “paid for” service to external companies, organisation or institutions or third party clients or used for commercial gain.
5.4. The School will not provide access to anyone other than a Reader.
5.5. FT reserves complete editorial freedom in the form and content of the Content and may add to, remove or edit Content at any time on a permanent or temporary basis and with or without notice.
5.6. FT reserves the right to monitor Content usage by all Readers (in terms of volume and frequency) for the duration of this Agreement.
5.7. The School acknowledges that the FT Service contains third party advertising as an integral element of the FT Service. FT endeavours to be a responsible publisher of advertising in accordance with its Reader Charter, but the School acknowledges that FT cannot make any guarantees as to the specific nature of any advertiser or advertising that will appear to Readers.
5.8. This Agreement does not constitute a sale of the Content. Except as expressly provided in this Agreement no rights or licences in the Content, are granted to the School or its Readers. The School acknowledges that as between itself and FT, FT (or its licensors) is throughout the world the owner of all IPRs in the Content.
5.9. The School acknowledges and agrees that: (a) all use of FT’s Marks under this Agreement inures to the benefit of FT; (b) FT’s Marks will remain the exclusive property of FT; (c) nothing in this Agreement will confer upon the School any right of ownership in FT’s Marks; and (d) the School will not now or in the future contest the validity of FT’s Marks or take any action impairing the rights of FT in its Marks.
5.10. The School will not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of FT (or its licensors) contained in any Content.
5.11. Any additional use of Content outside the scope of the rights granted in this Agreement will require express permission from FT and may incur additional costs.
5.12. The School will take Responsible Steps with the aim of ensuring that: (a) its Readers will only use the Content in accordance with the Copyright Policy, and(b) its Readers will not infringe any of FT’s IPRs in, or otherwise misuse, the Content. As a minimum the School will: (i) ensure that all Readers are made aware of their obligation to comply with the Copyright Policy, in addition to maintaining a permanent notice on the School intranet (or similar) or other portal used by Readers to access the Content; and (ii) maintain appropriate processes and policies designed to ensure that Readers are aware of the importance of respecting IPRs and which enable the School to take prompt remedial action in relation to any non-compliance.
6. Reader Data
6.1. As regards elements of the FT Service for which personalisation is required, the School acknowledges that (a) those elements will not be available for use by Anonymous Readers; (b) Named Readers may be required to register with the FT Service in order to use those elements.
6.3. FT will comply with all applicable data protection laws and regulations. The School will provide FT with reasonable assistance in complying with its obligations under applicable data protection and privacy laws insofar as necessary to facilitate compliance with FT’s obligations under this Agreement.
6.4. Access for Readers under 16 is by IP address only, as set out in clause 3.6. FT does not intentionally collect personal data from children under 16 years of age, and we will delete any such details on request by the School or by a Reader’s parent or guardian.
7. Warranties and Liability
7.1. Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.
7.2. The School warrants and represents to FT that: (a) it is entitled to provide any Reader Data relating to a Named Reader that may be provided by the School to FT; and (b) it will take Responsible Steps with the aim of ensuring that its Readers will only use the Content in accordance with the terms of this Agreement and will not infringe any of FT’s IPRs in the Content.
7.3. Each party warrants and represents to the other that: (a) it has and will continue to have full legal authority to control and process data; (b) it will only control and process data: (i) in accordance with all applicable data protection laws now existing or hereinafter enacted (and will not cause the other party to breach the same); (ii) in accordance with the terms of this Agreement; and (iii) for the purposes of performing its obligations under this Agreement; and (c) it has in place and undertakes to maintain throughout the term of this Agreement appropriate technical and organizational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorised persons do not have access to any equipment used to process data.
7.4. Except as expressly set out in this Agreement and to the extent permissible by law, all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are hereby excluded.
7.5. FT will not have any liability to the School to the extent such liability arises as a result of a breach of this Agreement by the School or a breach of the Copyright Policy by a Reader.
7.6. Subject to clause 7.8, neither party will have any liability to the other for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen.
7.7. Subject to clause 7.8, the aggregate liability of FT arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) will be limited to direct damages which in no event will exceed £5,000.
7.8. Nothing in this Agreement will operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) for wilful default or for any liability which cannot be limited or excluded by law; or (d) any losses, damages, costs or other liabilities incurred by FT as result of any infringement of FT’s IPRs (including any use of the Content outside of the scope of this Agreement) by the School.
8. Term and Termination
8.1. This Agreement will commence on the Start Date and, subject to the terms of this Agreement, will continue until terminated at any time by either party giving notice to the other in writing.
8.2. Within 30 days of termination or expiry of this Agreement, the School will delete or destroy in accordance with the directions of FT all materials relating to the Content in the School’s possession or control whether held electronically or otherwise. For the avoidance of doubt this will not require the deletion of articles downloaded by a Reader in accordance with the Copyright Policy which are only accessible by that Reader for their personal use.
8.3. Any termination of this Agreement or part of it is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and will not affect any accrued rights or liabilities of either party.
8.4. This Agreement will terminate automatically, without requirement for notice, in the event that FT withdraws the Programme or changes the eligibility criteria for the Programme so that the School no longer qualifies for it.
9.1. FT is permitted to identify the School as a participant in the Programme, including on FT’s website relating to the Programme and in any other publicity material relating to the Programme.
9.2. The School is permitted to announce to Readers that it is a participant in the Programme and that access to Content is available to Readers, but the School will not make any external announcement regarding this Agreement or its participation in the Programme without the prior written consent of FT.
10. Force Majeure
10.1. Neither party will be liable for any failure to perform its obligations under this Agreement if such performance is hindered or prevented by any matter beyond the reasonable control of the party whose performance is hindered or prevented (including without limitation by reason of any failure, interruption, or degradation of any third party telecommunications network or system or hardware or the Internet or any part of it) (a “Force Majeure Event”).
11.1. No failure or delay by either party to exercise any right or remedy under this Agreement or by law will constitute a waiver of that right or remedy. Nor will it preclude or restrict the further exercise of that or any other right or remedy. No single of partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
11.2. Any notice, consent or other communication required under this Agreement will be made in writing and delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature). Any such communication made by FT will be sent to the address of the School as provided by the School to FT. Any such communication made by the School will be sent to General Counsel, The Financial Times Limited, Bracken House, 1 Friday Street, London EC4M 9BT.
11.3. This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements relating to its the subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause will limit or exclude any liability for fraud.
11.4. If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other terms of this Agreement will not be affected. If a provision of this Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
11.5. This Agreement may not be assigned, licensed, sub-licensed or otherwise transferred without the prior written consent of FT.
11.6. Anyone who is not a direct party to this Agreement will not have any rights to enforce its terms. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
12. Disputes and Governing Law
12.1. All contractual and non-contractual claims arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts, provided that for the exclusive benefit of FT, FT retains the right to bring proceedings against the School in the applicable courts of the School’s place of business.
13. Application of these terms
13.1. This version of these Terms and Conditions was posted on 1 May 2019.
13.2. FT may at any time and at its sole discretion change, update or amend these Terms and Conditions by posting a new version of these Terms and Conditions at http://help.ft.com/legal-privacy/legacy-pages/secondary-school-licence-terms-and-conditions/. Any such change to these Terms and Conditions will take effect as soon as we post them. The School is responsible for ensuring it checks these Terms and Conditions regularly for any changes to them.