Circus Street London Limited Client Terms and Conditions
Access Term: |
the initial period of time during which the Lessons ordered may be accessed by Learners, as may be set out in the Order Form or (if not set out there) it shall be 12 months from the Launch Date. |
Administrator: |
an employee, officer, director, contractor (acting in a similar role to an employee) or authorised representative nominated and designated by the Client to deal with administrative functions relating to the Client's and its Subsidiaries' and Learners' use of and access to the Lessons and the Hosted Service, including for Registration and support. |
Affiliate: |
anyone who controls or is controlled by the applicable Party, or anyone controlled by someone who controls the applicable Party; where “control” means the power directly or indirectly to secure that the affairs of the controlled person are conducted in accordance with the wishes of the controlling person: (a) by means of the holding of shares, or the possession of voting power, in or in relation to that controlled person; or (b) by virtue of any powers conferred by the articles of association, or any other document, regulating that controlled person. |
Agreement: |
these Terms and Conditions and the applicable Order Form, and any variations in accordance with Clauses 16.10 and 16.11. |
App: |
the mobile and tablet application software, the data supplied with the software, and the associated media provided by Circus Street through which a Learner may access certain features of the Product from time to time. |
Authorised Requester: |
an Administrator who is authorised by the Client from time to time to request Individual Reports or Team Reports (or the designated substitute or replacement for that person). |
Business Day: |
any day other than (a) a Saturday, (b) a Sunday, or (c) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England. |
Circus Street: |
Circus Street London Limited, a company registered in England under number 6958392 whose registered office is at 3rd floor, 1 Alfred Place, Fitzrovia, London, WC1E 7EB. |
Client: |
the client of Circus Street who agrees to obtain access to the Product through the Hosted Service in exchange for payment of the Licence Fee, and whose details are more particularly set out in the Order Form. |
Client Brand: |
any trade mark, service mark, trade name, brand, logo or domain name owned or used by the Client (whether registered or unregistered) (and not belonging to Circus Street or Circus Street's Affiliates or other licensors or suppliers)). |
Client Content: |
any Client specific content, including the Client Brand and User Data, for use in or to be uploaded to the Product or provided or made available by the Client to Circus Street, and which Circus Street has had no part in creating or developing or designing, and which may be more particularly described as being required to be delivered in or pursuant to the applicable Order Form. |
Client Systems: |
the computer systems operated by or for the Client or its Affiliates or Users and any mobile devices owned or provided to Users (whether provided to Users by the Client or its Affiliates or not) and used in conjunction with the Product. |
Commencement Date: |
the date on which the applicable Order Form commences, and unless otherwise agreed in writing between the Parties this shall be the date on which the last Party to sign that Order Form signs it. |
Confidential Information: |
any information in any form or medium which is obtained or received by or on behalf of one Party or its Affiliates from or on behalf of the other Party or that other Party's Affiliates under or in connection with this Agreement or any other agreement between the Parties and which is either marked as, or which a reasonable person would reasonably consider to be, confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information, and this includes: (a) where Circus Street or its Affiliate is the discloser, the Product and Product Content; and (b) where the Client or its Affiliate or User is the discloser, the Client Content. |
Consultancy Services: |
services provided or to be provided by Circus Street under this Agreement other than the Hosted Service, including anything described as these services in the Order Form, creation of Product Developments, or provision of User Data and Reports. |
Consultancy Services Fee: |
the fee charged by Circus Street for provision of Consultancy Services, which shall be at the rate set out in the Order Form or if not there then at Circus Street's standard rates for provision of those Consultancy Services from time to time. |
Contaminants: |
any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal operation of, or provide unauthorised access to, or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors or trap door devices. |
Data Protection Laws: |
all applicable data protection laws in relation to this Agreement, including the General Data Protection Regulation EU 2016/679 ("GDPR") and any national laws or regulations constituting a supplement, replacement or successor data protection regime to that governed by GDPR (including the UK's Data Protection Act 2018). |
Data Protection Particulars: |
the particulars describing Circus Street's processing of User Data under or pursuant to this Agreement, as set out in Schedule 1. |
Electronic Signature Provider: |
a trusted third party electronic signature provider that is able to verify that an electronic signature has come from the relevant Party. |
Enrol: |
the Client's request with Circus Street (using Circus Street's process) for a Lesson to be accessed by an individual learner Registered by the Client (and "Enrolment" shall be construed accordingly). |
Fee: |
the Licence Fee or the Consultancy Services Fee. |
Full Access Licence: |
the right for an individual Learner to have access to all Lessons in the Lesson Catalogue, as ordered by the Client for its Learners in accordance with the applicable Order Form. |
Good Industry Practice: |
in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of activity under the same or similar circumstances. |
Hosted Service: |
the provision by Circus Street of access to Lesson Licences or Full Access Licences to Learners pursuant to this Agreement, together with any support in accordance with Clause 5. |
Individual Report: |
a Report that relates to an individual and their use of or access to the Lessons and which may provide comparator information against a benchmark. |
Intellectual Property Rights: |
all present and future copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
Launch Date: |
the date stipulated in the Order Form at which a Learner is to be first given access to a Lesson by Circus Street, which shall be the date that is three months after the Commencement Date (unless the Order Form stipulates another date). |
Learner: |
an employee, officer, director, contractor (acting in a similar role to an employee) or authorised representative of the Client or the Client's Subsidiary who is Registered and Enrolled pursuant to the Order Form. |
Lesson: |
the part of the Product which is a distinct web-based or app-based training lesson identified as such by Circus Street and made available for access to the Client and the Client's Subsidiaries and Learners from time to time. |
Lesson Catalogue: |
the complete catalogue of Lessons made available by Circus Street for use or access by the Client and the Client's Subsidiaries and Learners from time to time. |
Lesson Licence: |
an individual Learner's access to an individual Lesson from the Lesson Catalogue, as ordered by the Client for its Learners in accordance with the applicable Order Form. |
Liability: |
liability in or for breach of contract (including liability under any indemnity), Negligence, tort (whether intentional or not), misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever relating to or arising under or pursuant to or in connection with this Agreement and any other agreement between the Parties, including, without limitation, liability expressly provided for under this Agreement or any other agreement between the Parties or arising by reason of the invalidity or unenforceability of any term of this Agreement or any other agreement between the Parties (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract and all Order Forms, in aggregate). . |
Licence: |
the licence granted under Clause 2. |
Licence Fee: |
the fee set out in the applicable Order Form (or otherwise expressly agreed in writing between Circus Street and the Client) for Learners' access to the Lesson Licences and Full Access Licences. |
Minimum Specification: |
any minimum technical specification for accessing the Product, provided by Circus Street in the App, on the Website or to the Client or User from time to time. |
Negligence: |
the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty). |
Order Form: |
the written order form in the form stipulated or provided by Circus Street, containing the details of the specific products or services to be provided or supplied by or on behalf of Circus Street to the Client and of the fees to be paid by the Client to Circus Street. |
Party: |
either the Client or Circus Street. |
Policies: |
any health and safety, bribery and anti-corruption, equality, ethical working and security or other policies agreed in writing between the Parties from time to time (such agreement not to be unreasonably withheld or delayed). |
Product: |
the web-based and/or app-based training product specified in the applicable Order Form and supplied, created or developed by or on behalf of Circus Street, and any other related documentation or material (including any Product Data and Reports) supplied, created or developed by or on behalf of Circus Street in conjunction with that product. |
Product Content: |
any information and materials (including works of authorship, files, processes, systems, ideas, know-how, concepts, methodologies, flowcharts, manuals, data, databases, digital content, database structures, content, descriptions, documents, notes, records, results, reports, text, research, lists, diagrams, artwork, designs, sketches, models, photographs, drawings, plans, specifications, images, logos, styles and graphics (in whatever form and on whatever media)) provided by Circus Street from time to time as part of the Product. |
Product Data: |
any data about users generally (rather than the Users specifically, but which may be partially derived from User Data) obtained by Circus Street, including related to the use of and access to the Lessons by learners (and which may include Learners). This may include data that enables benchmarking the use of and access to Lessons. |
Product Developments: |
any modules, configurations or customisations to the Lessons or their delivery or provision that are developed by Circus Street for the Client or Users. |
Product Specification: |
any specification for the Product, provided by Circus Street on the Websites, in the App or in writing to the Client from time to time. |
Registration: |
the uploading of individual learner details by or on behalf of Client or learner (or Circus Street on behalf of Client) onto the Product, Website or the App or otherwise as permitted by Circus Street, to create an account for the learner in order for the learner to access the Product (and "Registered" shall be construed accordingly). |
Report: |
a report provided or made available by Circus Street to the Client around Learners' use of or access to the Lessons. |
Service Level Schedule: |
Circus Street's service levels for provision of access to the Hosted Service, as set out in Schedule 2. |
Services: |
the Hosted Service or Consultancy Services. |
Subsidiary: |
any Affiliate who is controlled by the applicable Party (where "control" has the meaning given to it in the definition of "Affiliate") from time to time. |
Team Report: |
a Report that relates to a team of Learners and their use of or access to the Lessons and which may provide comparator information against a benchmark. |
Terms and Conditions: |
these Circus Street London Limited client terms and conditions, together with any variations made in accordance with Clause 16.10. |
User: |
an Administrator or Learner. |
User Data: |
any data about Users obtained by Circus Street, including related to the use of and access to the Lessons by Learners. |
User Rules: |
the standard user rules which Circus Street requires users to agree to from time to time including in relation to their access to and use of the Lessons. |
Websites: |
the Circus Street websites, whose URLs are currently circusstreet.com or any relevant sub domain, such as my.circusstreet.com or a Client specific sub domain, where "my" is substituted with a Client name e.g. [clientname.circusstreet.com]. |
Year: |
the period of one year commencing on the Commencement Date of the first Order Form agreed between the Parties, or commencing on an anniversary of such date. |
# |
Name |
Address |
Area of use |
1 |
Amazon Web Services - Eire |
Dublin (not publicised) |
hosting and operation of the platform and software development, software maintenance |
2 |
Zendesk |
UK & USA |
CRM system for Learner and Client Support |
3 |
Google Inc |
UK & USA |
email and office productivity SaaS |
4 |
Dotmailer* (alternatives being reviewed) |
USA |
Learner engagement & encouragement emails |
5 |
Send in Blue (likely to replace Dotmailer) |
France |
Learner engagement & encouragement emails |
6 |
Postmark |
USA |
Operational service e-mails (e.g. forgotten password service) |
7 |
Typeform |
Spain |
Learner surveys and lesson feedback |
8 |
Circus Street Inc |
USA |
Subsidiary company involved in account management and distribution of learner scores |
9 |
Circus Street (SG) Pte. |
Singapore |
Subsidiary company involved in account management and distribution of learner scores |
10 |
Circus Street Australia Pty Limited |
Australia |
Subsidiary company involved in account management and distribution of learner scores |
Priority |
Description |
Target Response Time |
Target Resolution Time |
P1 |
The Product returns no result, or multiple authorised Users from multiple locations cannot log-in to the Product after repeated attempts. |
1 Support Hour |
8 Support Hours |
P2 |
Partial loss of access within the Product for the following: (a) Access to Lessons; (b) No Lesson being delivered; or (c) Reporting data not being returned; where this is not a P1. |
4 Support Hours |
5 Business Days |
P3 |
A prominent feature within the Product that stops multiple Users from progressing with their training tasks where there is no workaround; where this is not a P1 or P2. |
8 Support Hours |
10 Business Days |
P4 |
A feature within the Product that is frustrating but does not stop multiple Users from progressing with their training tasks where there is no workaround; where this is not a P1, P2 or P3. |
2 Business Days |
20 Business Days |
# |
Name |
Address |
Area of use |
1 |
Amazon Web Services - Eire |
Dublin (not publicized) |
Hosting and operation of the platform and software development, software maintenance |
2 |
Zendesk |
UK & USA |
CRM system for Learner and Client Support |
3 |
Google Inc |
UK & USA |
email and office productivity SaaS |
4 |
Dotmailer* (alternatives being reviewed) |
USA |
Learner engagement & encouragement emails |
5 |
Send in Blue (likely to replace Dotmailer) |
France |
Learner engagement & encouragement emails |
6 |
Postmark |
USA |
Operational service e-mails (e.g. forgotten password service) |
7 |
Typeform |
Spain |
Learner surveys and lesson feedback |
8 |
Circus Street London Limited |
UK |
Parent company involved in account management and distribution of learner scores |
9 |
Circus Street (SG) Pte. |
Singapore |
Subsidiary company involved in account management and distribution of learner scores |
10 |
Circus Street Australia Pty Limited |
Australia |
Subsidiary company involved in account management and distribution of learner scores |
PO Ref: |
Date: |
Product: |
[Define the Lessons that are available (eg all Lessons from the Lesson Catalog) or which Lessons]. |
Lesson Functionality: |
The Circus Street learning platform will provide the Client and Learners with digital marketing training in a series of different on-line Lessons.The Circus Street Lessons have the capability to deliver the following for the Client:1.1 personalized learning streams;1.2 account management;1.3 reporting capabilities;1.4 regular e-mail alerts / updates from Circus Street to Users;1.5 iPad app Mobile streaming on all devices; and1.6 automated notification of new features, lessons and updates.Any new lessons that Circus Street develops for its clients generally will be automatically made available to the Client as part of the Lesson Catalog that the Client pays for as its License under this Order Form. The current Lesson Catalog can be provided by Circus Street to the Client following the Client's request. |
Which type of License is being ordered - Full Access Licenses or Lesson Licenses, or both? |
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If Full Access License applies - Number of Learners receiving a Full Access Licence: |
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If Lesson Licenses apply - Number of Lesson Licenses ordered: |
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Categories of Learner to receive the Lessons for the Client: |
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Learner Account details: |
(a) Initial Learners to be set up by [date].(b) Additional new Learners to be set up within five (5) Business Days of initial request, following the submission of the Learner information by the Client to Circus Street’s account management team.(c) Learner accounts list to be reviewed and reconciled on a monthly basis to account for leaving Learners and new Learners.(d) In the event of a Learner’s disenrollment, any unused Lesson (meaning that there has not been provision of pre-assessments and access to the Lesson for that particular Learner’s disenrollment) can be re-allocated to another or new Learner.(e) Quarterly summary presentation of Learner activity. |
Progress and review: |
Monthly calls between Circus Street’s team and the Client lead.Quarterly review meetings between Circus Street and the Client. |
Order Form Commencement Date: |
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Launch Date: |
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License Fees (insert, and this section depends on the License type): |
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Consulting Services (insert description of the Consulting Services, if any, together with any Product Developments and project deliverables and milestones and their projected completion dates): |
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Reports:- in what form:- how made available:- to whom:- frequency:- are there any Individual Reports or Team Reports:- do any Reports show activity against a benchmark: |
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Consulting Services Fees: |
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Client main contacts:Authorized Requesters:Other Administrators: |
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Circus Street main contact: |
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Invoicing and Payment Schedule: |
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For and on behalf of Circus Street |
For and on behalf of the Client |
Signed |
Signed |
Name (Print) |
Name (Print) |
Position |
Position |
Date |
Date |
Priority |
Description |
Target Response Time |
Target Resolution Time |
P1 |
The Product returns no result, or multiple authorized Users from multiple locations cannot log-in to the Product after repeated attempts. |
1 Support Hour |
8 Support Hours |
P2 |
Partial loss of access within the Product for the following:(a) Access to Lessons;(b) No Lesson being delivered; or(c) Reporting data not being returned;where this is not a P1. |
4 Support Hours |
5 Business Days |
P3 |
A prominent feature within the Product that stops multiple Users from progressing with their training tasks where there is no workaround; where this is not a P1 or P2. |
8 Support Hours |
10 Business Days |
P4 |
A feature within the Product that is frustrating but does not stop multiple Users from progressing with their training tasks where there is no workaround; where this is not a P1, P2 or P3. |
2 Business Days |
20 Business Days |