terms of service (bite back)

TERMS AND CONDITIONS

1. By signing this agreement, your school (referred to as “you” in these Terms and Conditions) agrees to the following:
   1. To hold the Grant on trust for Bite Back (referred to as ‘we’ or ‘us’) and use it only for the purposes described in this agreement;
   2. To provide us promptly with any information and reports we require about the project and its impact, both during and after the end of the project, and to provide us promptly with such further assistance as we may reasonably require to ensure our compliance with our Funder Agreement with the UK Fund (the “Funding Agreement”);
   3. To act lawfully in carrying out your project in accordance with all applicable laws (including data protection legislation), best practice and guidance from your regulators, and follow any guidelines issued by us about the project or use of the Grant and inform us immediately in writing about any potential or actual fraud, impropriety, mismanagement or misuse in relation to the Grant;
   4. Not to use the Grant in any way which breaches applicable anti-subsidy laws (acknowledging that the Grant originates from public funds).
2. You acknowledge that we are entitled to suspend or terminate the Grant and this Agreement, and/or require you to repay all or any of the Grant, in any of the following situations. You must inform us in writing immediately if any of these situations have occurred or are likely to occur:
   1. You use the Grant in any way other than as approved by us or fail to comply with any of these Terms and Conditions.
   2. In our view, you fail to make good progress with your project or are unlikely to complete the project or achieve the objectives agreed with us.
   3. You or your associates do anything that may bring into disrepute, be detrimental to or adversely affect us, our ambassadors or our affiliates.
   4. We discover that any of the information you provided as part of your application for the Grant was materially incorrect or misleading.
3. We shall continue to own the intellectual property rights in all materials and techniques we provide to you, and grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to use those materials for the purposes of, and for the duration of, this Agreement. We shall own the intellectual property rights in any materials we create specifically for this Agreement or for you, and you assign to us by present and future assignment, with full title guarantee, all legal and beneficial rights, title and interest in those materials.
4. You acknowledge and agree that we shall process personal data in accordance with our Privacy Notice which is available at https://www.biteback2030.com/privacy-matters/ . You agree to make our Privacy Notice, and your own privacy notices that satisfy requirements of data protection laws, available to all persons whose personal data you make available to us, prior to that sharing taking place, and warrant that you have a lawful basis for that sharing in accordance with data protection laws.
5. Confidentiality
   1. Except as required to perform this Agreement or for us to perform the Funding Agreement, at all times during this Agreement and after its termination, each party shall keep confidential the contents of this Agreement and any information which is identified by the other party as being confidential or which ought reasonably to be regarded as confidential and shall not disclose it to any third party without the written consent of the other party.
   2. Clause 5.1 shall not apply in the following circumstances:
      1. Disclosure required by law, any court or a government, regulatory or supervisory Authority;
      2. Disclosure of information which was in the public domain at the date of this Agreement, information that comes into the public domain subsequently other than as a consequence of any breach of this Agreement, information which was known before the date of this Agreement or becomes known to the other party without breach of confidence, or information that was independently developed by the receiving party without using information supplied by or on behalf of the disclosing party; or
      3. Disclosure to a party’s officers, employees, affiliates, agents, professional advisors or consultants under the duty of confidentiality.
6. You warrant that you have the right, power and authority to enter into this Agreement, to grant to us the rights contemplated in this Agreement and to carry out your services under this Agreement.
7. You agree to indemnify us, our officers, employees, independent contractors and agents from any and all third party claims, demands and liabilities (including legal fees) arising out of or resulting from your breach or claimed breach of this Agreement.
8. Nothing in this Agreement is intended, or will be deemed, to constitute a partnership, joint venture, agency, authorise any Party to make or enter into any commitments for or on behalf of any other Party, or relationship of employer and employee, and each Party confirms that it is acting on its own behalf and not for the benefit of any other person. Neither party may make commitments or incur any liability for which the other may be liable.
9. Neither party shall be liable for any failure or delay in the performance of any of such party’s obligations under this Agreement caused by any circumstances beyond such party’s reasonable control.
10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, this Agreement.
11. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. A waiver of any term, provision, condition or breach of this agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
12. If any part of this Agreement is invalid or unenforceable, it shall be deemed to be severed from this Agreement and shall have no effect. The remainder of this Agreement continues in full force.
13. This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any warranty or representation that is not expressly incorporated into this Agreement, and they have relied entirely on their own enquiries in relation to the subject matter of this Agreement. Nothing in this Agreement excludes liability for fraud or fraudulent misrepresentation.
14. No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each Party.
15. For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a Party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.