Digital Intelligenz Workshop Materials
Licence Agreement & Terms of Use

This Licence Agreement and Terms of Use (“Agreement”) sets out the terms on which FlippGen CIC makes its Digital Intelligenz workshop materials available to you. It is important. 

By downloading, accessing, registering for, or using the Materials, you confirm that you have read, understood and agree to be bound by this Agreement. If you do not agree, you must not download, access or use the Materials.

This Agreement is made between:

(1) FlippGen CIC, a community interest company registered in England and Wales (company number 16181172) whose registered office is at Collyns Field, Fernhurst, West Sussex, GU27 3DX (“FlippGen”, “we”, “us”, “our” or the “Licensor”); and

(2) the individual, school, organisation or other body downloading, accessing or using the Materials (“you”, “your” or the “Licensee”).

Each a “party” and together the “parties”.

1.  DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following definitions apply:

"Children" children aged 9 to 13 (or such other age range as you as the Licensee have satisfied yourself to be suitable and appropriate) who form the intended audience for the Workshops.

"Confidential Information" the Materials and all information of a confidential nature (in any form) disclosed or made available by FlippGen to the Licensee in connection with this Agreement, including the content, structure, methodology, design and know-how embodied in the Programme, together with any information that is marked as confidential or that a reasonable person would understand to be confidential.

"Intellectual Property Rights" copyright and related rights, database rights, design rights, trade marks, trade names, goodwill, rights in know-how and confidential information, and all other intellectual property rights, in each case whether registered or unregistered, and all applications, renewals and extensions of them, anywhere in the world.

"Materials" the Digital Intelligenz workshop materials made available by FlippGen for download or access, including but not limited to slide presentations, facilitator and teacher guides, activity packs, scripts, lesson and workshop plans, worksheets, images, videos, branding and any updates, revisions or additions to them.

"Peer Educators" the young people aged 14 or above (including those FlippGen refers to as “Digital Rebels”) selected by the Licensee to deliver or co-deliver the Workshops.

"Permitted Use" the use of the Materials by the Licensee solely to prepare for and deliver Workshops to Children within the Licensee’s own school, family, youth or organisational setting, on a non-commercial basis, in accordance with this Agreement.

"Programme" the Digital Intelligenz Programme operated by FlippGen, being a peer-education model of digital literacy and wellbeing education.

"Workshop" a session or activity prepared or delivered using the Materials.

1.2 Clause headings do not affect interpretation. References to legislation include any amendment or re-enactment of it. “Including” and “in particular” do not limit the generality of any preceding words.

2.  GRANT OF LICENCE

2.1 In consideration of the Licensee’s agreement to comply with this Agreement, FlippGen grants to the Licensee a non-exclusive, non-transferable, non-sub-licensable, revocable, royalty-free licence to access, download and use the Materials solely for the Permitted Use.

2.2 The licence is personal to the Licensee. Where the Licensee is an organisation, the licence extends to the Licensee’s staff, volunteers and Peer Educators acting on its behalf, provided that the Licensee remains responsible for ensuring their compliance with this Agreement.

2.3 The Licensee may make and print such number of copies of the Materials as is strictly necessary for the delivery of a Workshop falling within the Permitted Use. All copies remain subject to this Agreement and must carry FlippGen’s branding and ownership notices.

2.4 No rights are granted to the Licensee other than as expressly set out in this Agreement. All other use is prohibited.

3.  RESTRICTIONS ON USE

3.1 Except to the extent expressly permitted under this Agreement or required by law, the Licensee must not (and must not permit any third party to):

(a) copy, reproduce, store, publish, distribute, transmit, broadcast, sell, rent, lend, share or otherwise make available the Materials (in whole or in part) to any person, other than as required for the Permitted Use;

(b) sub-licence, assign, transfer or otherwise deal in or grant any rights in the Materials;

(c) use the Materials, or allow them to be used, for any commercial purpose, for resale, or in exchange for any fee, charge or other consideration, without FlippGen’s prior written consent;

(d) remove, obscure or alter any FlippGen branding, copyright, trade mark or other proprietary notice on the Materials;

(e) create derivative works from the Materials, or modify or adapt them, except for minor adaptations reasonably necessary to deliver a Workshop or to meet accessibility needs, provided that such adaptations do not alter the core content or messaging and remain subject to this Agreement; or

(f) use the Materials in any way that is unlawful, that brings or is likely to bring FlippGen into disrepute, or that is otherwise outside the Permitted Use.

3.2 The Licensee must take reasonable steps to prevent unauthorised access to or use of the Materials and must promptly notify FlippGen on becoming aware of any such access or use.

4.  INTELLECTUAL PROPERTY

4.1 All Intellectual Property Rights in and to the Materials and the Programme are and shall remain the sole and exclusive property of FlippGen. Nothing in this Agreement operates to transfer any such rights to the Licensee.

4.2 The Licensee acquires no right, title or interest in or to the Materials or the Programme other than the limited licence expressly granted in clause 2. All goodwill arising from use of the Materials accrues to FlippGen.

4.3 Where the Licensee provides FlippGen with feedback, suggestions or comments relating to the Materials, the Licensee grants FlippGen a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation.

4.4 The Licensee must notify FlippGen promptly if it becomes aware of any actual, threatened or suspected infringement of FlippGen’s Intellectual Property Rights, and provide reasonable assistance to FlippGen in addressing it.

5.  CONFIDENTIALITY

5.1 The Licensee must keep all Confidential Information confidential, must use it only for the Permitted Use, and must not disclose it to any third party except to its staff, volunteers and Peer Educators who need to know it for the Permitted Use and who are bound by obligations of confidentiality no less protective than those in this Agreement.

5.2 The obligations in clause 5.1 do not apply to information that is or becomes public through no fault of the Licensee, that the Licensee can show was lawfully in its possession before disclosure, or that the Licensee is required to disclose by law or by a competent authority (in which case the Licensee shall, where lawfully able, notify FlippGen in advance).

5.3 The obligations in this clause 5 survive termination or expiry of this Agreement.

6.  SAFEGUARDING AND DELIVERY OF WORKSHOPS

6.1 The Licensee is solely responsible for the safeguarding and welfare of all Children and Peer Educators involved in any Workshop it prepares, organises, supervises or delivers using the Materials.

6.2 Without limiting clause 6.1, the Licensee is solely responsible for:

(a) having in place, and complying with, its own safeguarding and child protection policies and procedures appropriate to its setting;

(b) carrying out all necessary checks (including, where appropriate, Disclosure and Barring Service checks), risk assessments, supervision and adult-to-child ratios;

(c) the planning, organisation, supervision, conduct and delivery of every Workshop; and

(d) complying with all applicable laws, regulations and statutory guidance relating to working with and safeguarding children and young people.

6.3 FlippGen is not the organiser, supervisor or provider of any Workshop delivered by the Licensee and has no responsibility for, or control over, the manner in which the Licensee uses the Materials or delivers any Workshop. The Materials are a resource only; responsibility for their safe and appropriate use rests entirely with the Licensee.

7.  SUITABILITY OF CONTENT

7.1 The Licensee is solely responsible for reviewing the Materials in full before use and for satisfying itself that the content is appropriate and suitable for the particular Children, Peer Educators, setting and circumstances in which it intends to deliver a Workshop.

7.2 Some Materials address sensitive subjects (which may include, for example, misogyny, sexting, image based sexual abuse etc). The Licensee must exercise its own judgment as to the suitability of such content for its intended audience and must adapt its delivery accordingly within the limits of clause 3.

7.3 FlippGen gives no warranty or assurance that any part of the Materials is suitable for any particular child, group, age or setting, and accepts no responsibility for the Licensee’s assessment of suitability.

7.4 The Licensee expressly acknowledges that the Materials do not follow the current national curriculum for PHSE, and reflect one set of youth views on digital education, digital literacy, media literacy, and digital wellbeing.

8.  SELECTION AND SUPERVISION OF PEER EDUCATORS

8.1 The Programme uses a peer-education model. The Licensee is solely responsible for the selection of any young person or Peer Educator who delivers or co-delivers a Workshop, and for deciding whether peer-led delivery is appropriate in its setting.

8.2 Without limiting clause 8.1, the Licensee is solely responsible for assessing the suitability, readiness, training, preparation, support and supervision of each Peer Educator, and for carrying out any associated risk assessment, having regard to the age and maturity of the Peer Educator and the welfare of all those involved.

8.3 FlippGen has no role in, and accepts no responsibility for, the Licensee’s choice of any person to deliver a Workshop or the consequences of that choice.

9.  INDEMNITY

9.1 The Licensee shall indemnify and keep indemnified FlippGen, and its directors, officers, employees and volunteers, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by FlippGen arising out of or in connection with:

(a) any breach by the Licensee of its confidentiality obligations under clause 5;

(b) any other breach of this Agreement by the Licensee, including any use of the Materials outside the Permitted Use or any infringement of FlippGen’s Intellectual Property Rights; and

(c) the Licensee’s delivery of, organisation of or supervision of any Workshop, including any matter relating to safeguarding, suitability of content, or the selection or conduct of any Peer Educator.

9.2 This clause 9 survives termination or expiry of this Agreement.

10.  WARRANTIES AND DISCLAIMERS

10.1 The Materials are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, FlippGen excludes all warranties, conditions and representations (whether express or implied) in relation to the Materials, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy, completeness, or non-infringement.

10.2 The Materials are educational resources only and do not constitute legal, safeguarding, medical, psychological or other professional advice. The Licensee should obtain its own professional advice where appropriate.

11.  LIMITATION OF LIABILITY

11.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, FlippGen shall not be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of reputation, or any indirect or consequential loss arising under or in connection with this Agreement or the use of the Materials.

11.3 Subject to clauses 11.1 and 11.2, FlippGen’s total aggregate liability arising under or in connection with this Agreement shall not exceed the greater of (a) the total fees (if any) paid by the Licensee to FlippGen for the Materials in the 12 months before the claim arose, and (b) £100.

11.4 Nothing in this clause 11 affects the Licensee’s indemnity obligations under clause 9.

12.  TERM AND TERMINATION

12.1 This Agreement takes effect when the Licensee first downloads, accesses or uses the Materials and continues until terminated in accordance with this clause 12.

12.2 FlippGen may terminate this Agreement and the licence granted under it immediately on written notice if the Licensee breaches any term of this Agreement. FlippGen may also withdraw or discontinue the Materials at any time.

12.3 On termination, the licence granted under clause 2 ends immediately and the Licensee must cease all use of the Materials and, at FlippGen’s option, destroy or return all copies in its possession or control.

12.4 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including under clauses 4, 5, 9 and 11, which survive termination.

13.  DATA PROTECTION

13.1 Each party shall comply with its respective obligations under the UK General Data Protection Regulation and the Data Protection Act 2018. The Licensee is responsible as data controller for any personal data it collects or processes in connection with its delivery of Workshops, including any personal data relating to Children or Peer Educators.

14.  GENERAL

14.1 Entire agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous arrangements between them relating to it.

14.2 Variation. FlippGen may update this Agreement from time to time. The version in force at the time the Licensee downloads or uses the Materials applies. Continued use of the Materials after any update constitutes acceptance of the updated terms.

14.3 No waiver. No failure or delay by FlippGen in exercising any right under this Agreement constitutes a waiver of that right.

14.4 Severance. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

14.5 Assignment. The Licensee may not assign or transfer any of its rights or obligations under this Agreement without FlippGen’s prior written consent. FlippGen may assign or transfer its rights and obligations freely.

14.6 No partnership. Nothing in this Agreement creates any partnership, joint venture, agency or employment relationship between the parties.

14.7 Third party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that the persons referred to in clause 9.1 may enforce that clause.

14.8 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.  ACCEPTANCE

15.1 By downloading, accessing or using the Materials, the Licensee confirms that it has read, understood and agrees to be bound by this Agreement (whether signed or not). Where the Licensee is an organisation, the individual accepting these terms confirms that they are authorised to do so on the organisation’s behalf.

Last updated July 2026