CONDITIONS OF CONTRACT FOR SERVICES

1.   DEFINITIONS

1.1 In these Conditions:

'Charges'  means the Charges set out in the SLA;

'Client'  means the school or other educational body who purchases the SLA;

'Contract'  means the contract between the Client and Provider consisting of the SLA, these Conditions, and any other documents (or parts thereof) specified in the SLA, plus any amendments as set out in Clause 2.1;

‘Days’   means the Service delivery days specified in the SLA whether inside or outside a school;

‘Provider’  means Centre for Digital Online Behaviours;

'Premises' means the location where the Services are to be performed, as specified in the SLA;

'SLA’    means the service level agreement package selected by the Client described in the Provider’s brochure and/or on its website from time to time, or as set out in a bespoke quotation document

'Services'  means the services specified in the SLA and includes any materials, articles and goods (including software) to be supplied under the Contract; and

'Staff'  means the Provider’s directors, employees, agents, representatives and sub-contractors.

2.   VARIATION OF THE SERVICES

2.1 These Conditions may only be varied with written agreement.  

2.2 The Client reserves the right to vary the Services (including the date agreed for delivery of the Services) by reasonable notice to the Provider, who shall be entitled to reasonable further remuneration for any consequential alteration to the amount of work, materials or time required to complete the Contract as varied.

2.3 The Provider will offer reasonable assistance to re-schedule agreed Days for delivery of Service, however re-scheduling with less than 7 days’ notice may not be possible and the Client will be charged for that Day.

2.4 In the event of a conflict between these Conditions and the SLA, these Conditions shall prevail.

3.   PREMISES

3.1 The Client shall ensure that the Premises are equipped as requested in advance by the Provider for the purpose of the Services being carried out, and that any relevant rules, regulations and requirements (including those relating to security arrangements) are communicated to the Provider and/or its Staff in a timely manner.

3.2 The Provider and its Staff whilst on the Client’s premises, shall comply with reasonable rules, regulations and requirements (including those relating to security arrangements) communicated to the Provider.

3.3 The Client shall, at the request of the Provider, grant such access to the Premises as it may deem to be reasonable for the purpose of the Services.

3.4 Access to the Premises shall be given to the Provider to enable it to carry out the Services concurrently with the execution of work by others. The Provider shall co-operate with such others as the Client may reasonably require.

4.   CONTRACTOR'S STATUS

4.1 In carrying out the Services the Provider and its Staff are independent contractors and not agents or employees of the Client. 

5. QUALITY OF WORK

5.1 The Provider shall take reasonable steps to ensure that the Services are undertaken using reasonable skill, care and expertise, and that any goods forming party of the Services are not inherently hazardous or noxious.

5.2 The Provider shall notify the Client if they have any serious concerns regarding the Premises, the Provider’s Staff or the Provider’s ability to render the Services in respect of work/services rendered in connection with this Contract.

6. PAYMENT

6.1  The Client shall pay invoices within 30 days of receipt. 

6.2  Value Added Tax, if applicable, shall be shown separately on invoices. 

6.3  There is no right to set-off by either party. 

6.4  The Client shall not be liable for the Charges or for the cost of additional Services, other than those set out in the SLA or by agreed written variations or as otherwise provided for in these Conditions.

6.5  The Provider reserves the right to suspend the Services and/or charge interest at a rate of 4% per annum in the event of late payment of Charges for the Services or for previous services rendered to the Client.

7. AUDIT AND FREEDOM OF INFORMATION

7.1  The Provider shall keep and maintain records of all work, payment and insurance for three years after the Contract has been completed. The Provider shall on request afford the Client or its representatives reasonable access to those records.

7.2 The Provider acknowledges that the Client may be subject to the requirements of the Code of Practice on Government Information and Freedom of Information Act 2000 and subordinate legislation and guidance notes and shall assist and cooperate with the Client to enable the Client to comply with its information disclosure obligations within the time for compliance set by statute.

7.3 Should the Client be required to disclose material in connection with the Contract pursuant to a statutory duty the Client shall take reasonable steps, where appropriate, to give the Provider advanced notice, or failing that, to draw the disclosure to the Provider’s attention after any such disclosure.

8. INTELLECTUAL PROPERTY

8.1 Copyright and any other intellectual property rights in all reports and other documents and materials arising out of the performance by the Provider of their duties under this Contract are retained by the Provider unless agreed otherwise in writing.

8.2 As part of the Services the Provider grants the Client a fully-paid up licence to copy, modify and use indefinitely in the UK the documents and materials arising from performance of the Contract for that Client’s educational purposes only.

9. LIABILITY AND INSURANCE

9.1  The Provider shall recompense the Client for any direct losses to it arising out of negligent performance of the Services, up to a cap of 100% of the Charges. The Provider is not liable for any consequential or indirect losses.

9.2 The Client shall recompense the Provider for any direct losses, up to a cap of 100% of the Charges.

9.3  The Provider shall have in force public liability insurance in the sum of not less than £1,000,000 per incident.

9.4  Nothing in the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence, or for any other liability which cannot be limited or excluded by applicable law.

9.5  If a party delays or fails to perform a part of the Contract, which arises from matters outside of that party’s reasonable control, the parties shall not be in breach of Contract or liable for the delay.

10.  CONFIDENTIALITY & DATA PROTECTION

10.1 The Provider and its Staff shall keep secret information which the Client has informed it is of a confidential nature except information which is already in the public domain or disclosed by law, even after termination of the Contract, unless required by law.

10.2 The Client shall not disclose any confidential information concerning the business affairs of the Provider unless required by law.

10.3 Both parties shall comply with the requirements of applicable UK data protection legislation.

10.4 The parties shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data as defined in the data protection legislation and against accidental loss or destruction of, or damage to, Personal Data.

11.  TERMINATION

11.1 If the Contract is terminated by the Client:

11.1.1  Within 14 days of purchase of the SLA, the Charges will be refunded in full;

11.1.2  14 days or later from purchase of the SLA, and no Days have yet been provided, the Charges will be refunded less a 15% administrative fee;

11.1.3  In all other cases, the Charges will be refunded on a pro-rata basis for those Days not yet provided and not planned to occur in the 30 days following termination, less a 15% administrative fee. 

11.2 If the Contract is terminated by the Provider the provisions in 11.1 apply except that no administrative fee will be charged and in 11.1.3 is to be read omitting the words “and not planned to occur in the 30 days following termination”.

11.2 A non-breaching party may terminate the Contract with immediate effect by notice in writing, in the event of an irremediable material breach of the Contract by either party, or a remedial material breach where the non-breaching party has served a notice on the other party requiring remedy of the breach within a specified time period which was not done.

11.3 Either party may terminate the Contract with immediate effect by notice in writing to the other party if at any time:-

11.3.1  the other party becomes insolvent and/or takes steps to enter into or enters into a winding-up process;

11.3.2  the other party or its officers or representatives are convicted of a criminal offence or are found to have engaged in grave misconduct or negligence related to its business or professional conduct.

11.4 On termination of the Contract, the parties shall return any and all documents or information belonging to the other party and at the other party’s request destroy all copies of such documentation or information supplied for the purposes of the Contract and being in that party’s possession, power or control.

12.  ASSIGNMENT AND SUB-CONTRACTING

12.1 The Provider may sub-contract, but shall not assign or transfer, any portion of the Contract without the prior written consent of the Client. 

12.2 Where the Provider has sub-contracted it shall provide to the Client on reasonable notice copies of each sub-contract and shall take reasonable steps to ensure that the work of any sub-contractor is properly done.

13.  MISCELLANOUS

13.1 The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract (including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999).

13.2 If any provision under the Contract is or becomes unenforceable, void or invalid, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract, so the remainder of the Contract and the unaffected part of the provision remains fully enforceable. 

13.3 No waiver will be effective unless given by written notice.

13.4 The Provider and Client shall not unlawfully discriminate and shall take reasonable steps to ensure observance by Staff, employees or agents of the parties involved in the execution of the Contract.

13.5 The Contract and any dispute arising in relation to the Contract or Services shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts.

13.6 By purchasing the SLA the purchaser warrants that it has the authority to enter into the SLA on behalf of the Client and has read and agreed these Conditions