1. General

1.1

These terms and conditions together with the Development Plan constitute the contract between the Parties for the Educational Services (“the contract”.)

1.2

In the event of any conflict between a clause in these Terms and Conditions and the Development Plan, the Development Plan shall prevail.

1.3

The contract constitutes the entire agreement between the parties relating to the Educational Services and replaces all previous negotiations, agreements, understandings and representations, whether oral or written.

 

2. Definitions

By “Client” we mean any person retaining the services of this Educational Consultancy from time to time.

By “Educational Consultant” we mean Shine Education and Training Ltd, whose registered office is at 18 Westway Gardens, Redhill, RH1 2JA. 

By “Party” we mean The Client and/or the Educational Consultant.

By “Educational Services” we mean the provision of Shine Education and Training Ltd.’s Consultancy services.

By “Completion date” we mean any such date as the Parties may agree.

By “Fee” we mean such fee as agreed between the Parties.

By “Payment Terms” we mean the time and method of payment requested by the Educational Consultant.

By “Named Educational Consultant” we mean the Managing Director, Mr. Dave Cole. 

By “Reports” we mean all Educational Materials including reports, documents, presentations, data, tables and graphs, and analysis in whatever format the Educational Consultant shall or may create or deliver to the Client as part of the Educational Consultancy Services provided by the Educational Consultant.

By "Workshops" we mean twilight INSETs, half-day INSETs, full-day INSETs, courses or training sessions.

By "In-School Days" we mean 1:1 / Group Coaching sessions or school improvement consultancy. 

By “Development Plan” we mean the email sent from the Education Consultant to the Client outlined below in clause 3.2.

 

3. Educational Services - general

3.1

The Educational Consultant shall provide the Educational Services to the Client subject to the provisions of these terms.

3.2 

At the commencement of the Educational Services the Educational Consultant shall email the Client a Development Plan outlining the Educational Services. This email shall contain a description of the Educational Services to be undertaken, aims and objectives, outcomes, time estimates for the provision of the Services and the fees payable together with BACs payment details. The Development Plan shall be signed electronically by the Named Educational Consultant, on behalf of the Educational Consultant.

3.3 

The Client will respond to the Education Consultant’s email outlined above in clause 3.2, to signify the Client’s agreement as to the Educational Services provided and the fees payable. 

No services may be provided until receipt of such email by the Educational Consultant.

3.4

The Educational Consultant shall supply the Client with a current valid DBS form.

 

Educational Services – Workshops and In-School Days

3.5

Where the Client requests a Workshop or an In-School Day, following a discussion with the Named Educational Consultant, a Development Plan is prepared and submitted to the client.

 

3.6

Variation: The Development Plan may be varied or added to from time to time in writing by email, signed by both Parties. The changes and fees will be listed clearly.

3.7

A Workshop and an In-School Visit would normally charge at a rate of £475 for a full day which would include a follow-up with a brief report.

 

4. Calculation of time

4.1

Fees calculated on a daily rate: by a “day” we mean a period of 8 hours inclusive of travel time to the Client’s site (but not from the Client’s site). Time spent in excess of an 8 hour period shall be charged at the pro-rata rate for a day, rounded up to the nearest ½ hour.

4.2        

For fees calculated by reference to an hourly rate: for time spent which is less than a complete hour, the pro-rated basis for the time spent shall be charged.

4.3        

Workshops: the duration of any workshop is as stated in the Development Plan. The time allocated includes all discussion and feedback.  Reading Samples may be given but time for reading is not included in the workshop duration.

 

5. Performance of Educational Services

5.1        

The Parties shall agree the time and place for performance of the Educational Services.

5.2        

The Educational Consultant shall provide services set out in the Development Plan.

5.3

The Educational Consultant shall perform the services:

a)   With all reasonable care and diligence;

b)   With staff who are well-qualified, possess expert knowledge, and who have appropriate skills and experience;

c)    In accordance with good practice in a contemporary Primary, Secondary and Tertiary Educational Environment.

5.4

The Educational Consultant shall use all reasonable endeavours to complete the Educational Services by the Completion Date, or delivery date of a Workshop or meet other dates as agreed by the Parties.

5.5        

The Educational Consultancy and its staff shall abide by any Health and Safety measures in place at the time of delivering the Educational Services, and any other reasonable instructions, including Security and safety checks (and DBS checks).

 

6.   Fee and Payment

6.1        

Workshops: Workshops are payable at least 7 days in advance.  We supply an invoice with 14 day Payment Terms.

6.2

In the event that the Client wishes to re-arrange the date of a booked workshop, and a new date for the workshop can be mutually arranged, neither a refund is due nor is any extra charge due. The Educational Consultant shall always endeavour to find a mutually convenient time to re-book a missed workshop, in the rare event that we are unable to meet our commitments.

6.3

In the event that a Client cancels a workshop, a refund of half the fee shall be given if a notice period of at least 7 days prior to the date of the workshop is given. Cancellations of less than 7 days may result in no refund as materials will have been prepared and printed. 

6.4

In-School Days: In-School days are payable at least 7 days in advance.  We supply an invoice with 14 day Payment Terms. Clauses 6.2 and 6.3 also apply for re-arranging or cancelling In-School Days (with “Workshop” replaced by “In-School Day”).

6.5

Other Educational Services: 14 day Payment Terms

6.6

Where the supply of Educational Services are on-going, Clients will be issued with an invoice at regular intervals, and usually monthly.  Payment of the Fee for Educational Services shall be made within 14 days of the date of the invoice.

6.7        

Where the supply of Educational Services are of a more finite nature, towards the completion of delivering the Educational Services, the Educational Consultant shall issue the Client with an invoice.  Payment of the Fee for the Educational Services shall be made within 14 days of the date of the invoice.

6.8        

All payments shall be made via a BACs payment to the Educational Consultant’s Bank Accounts, details of which will be on the invoice.

6.9

All amounts stated are exclusive of VAT and/or any other applicable taxes (or other levies which shall be charged in addition) at the rate in force at the time the invoice is issued.

6.10      

Late Payments: if the Fee (or part of the fee) is not received by any due date, the Educational Consultant shall be entitled (without prejudice) to any other remedy or right to:

a) Charge interest on the outstanding amount at the rate of 5% per annum above the base rate.

b) Require the Client to make advance payments for any services in the Development Plan not yet supplied.

c) Not provide any further services,

d) Not provide any Reports due on completion of the Educational Services until such payment is made.

6.11      

All BACs payments shall quote the Educational Consultant’s invoice number and any other job number as on the Development Plan.

 

7. The Client’s Obligations

The Client acknowledges and agrees that for the Educational Consultant to be able to supply the Educational Services, the Client shall:

7.1

Provide the Educational Consultant such information, documentation as necessary and instruct the Client’s relevant staff to co-operate with the Educational Consultant as reasonably required;

7.2

Make available to the Educational Consultant facilities, resources and working space (not necessarily exclusively) as outlined in the Development Plan.

7.3

In the exceptional  case that additional reasonable expenses are incurred by the Educational Consultant, these may be charged to the Client, for example expenses caused by the Client’s instructions or failure to provide instructions or failure to comply with 7.1 above.

7.4

Health and Safety:  a Copy of the Client’s Health and Safety policy shall be made available to the Educational Consultant and its staff at the time of booking. Details of Security requirements shall also be made available at this time, and DBS checks undertaken, as required (until a national transferable system is in place).

 

8.   Reporting Requirements

8.1        

Reports as stated in the Development Plan shall be produced during or on completion of the Educational Services.

8.2        

One copy of said Reports shall be emailed to the Client.  The Educational Consultant permits the Client a non-exclusive license (without the right to sub-license) to use the Report for the purpose. The Educational Consultant shall retain the copyright and Intellectual Property Rights of all such materials and Reports produced.

8.3        

Written and oral Feedback will generally be given after each Workshop.

8.4        

The Educational Consultant is committed to continuous improvement of all the services provided. Clients and any attendees at Workshops will be asked to complete a questionnaire to rate the quality, the benefits, and the educational value of services they have received.

8.5        

Any supportive statements/testimonials which the Client may wish to make for the Educational Consultant’s web site would be welcomed.

 

9.   Protection of Confidential Information

9.1

Each Party (“the Receiving Party”) shall keep the confidential information of the other Party (“the Supplying Party”) private, confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the Confidential Information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under these Terms & Conditions. The Receiving Party shall inform all necessary officers/staff/agents of its obligations under the Provisions of clause 9 and take reasonable steps to ensure that Receiving Party’s officers/staff/agents meet the obligations.

9.2

Care of all personal information shall meet the Conditions of the Data Protection Act in force at the current time.

9.3        

The obligation of clause 9.1 does not apply to information which:

a)  Was known or in the possession of the Receiving Party prior to being provided to the Receiving Party by the Supplying Party;

b) Is or becomes publicly available through no fault of the Receiving Party;

c) Is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach confidential obligations by the discloser;

d) Was deduced by the Receiving Party (or on its behalf) who had no direct access to or use of the Confidential Information supplied by the Supplying Party;

e)  Is required to be disclosed by an order of a court of competent jurisdiction.

9.4        

Clause 9 shall survive termination of this agreement for a period of 6 years.

 

10. Warranties, Liabilities and Indemnities

10.1

The Educational Consultant warrants that it will use reasonable care, skill and intellect in performing the Educational Services (and to a standard which conforms to generally accepted standards in Primary, Secondary and Tertiary Education and practices).

10.2      

The Educational Consultant carries all necessary Professional Indemnity & Public Liability Insurances.

10.3

Save where the Reports uses documentation supplied by the Client, Reports issued by the Educational Consultant may cite published data or other copyright material, but warrants that no infringement of any Copyright or other Intellectual Property Rights shall be knowingly and intentionally undertaken.

10.4

The Educational Consultant shall indemnify the Client against all Developments, demands, charges and costs (including legal costs of a solicitor) which the Client may incur as a result of or in connection with any breach of clause 10.3.

10.5      

The Educational Consultant expressly does not warranty that any result or objective whether stated in the Agreement or not, shall be achieved, be achievable, or attained, either by the Completion date or any other date.

10.6      

If any part of the Educational Service is performed negligently or in breach of these Terms, then at the request of the Client (and if the request is given within 3 months of the Completion Date) the Educational Consultant will re-perform the relevant part of the Educational Services, always subject to Clauses 10.7 and 10.8 below.

10.7

Except in the case of death or personal injury caused by the Educational Consultant’s negligence, the Educational Consultant’s Liability under or in connection with these Terms & Conditions whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Fee paid to the Educational Consultant under these Terms & Conditions. The provisions of this clause, clause 10.7, does not apply to clause 10.8.

10.8      

Neither Party shall be liable to the other Party in contract, tort negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that Party of an indirect or consequential nature including without limitation, any economic loss or other financial loss. The provisions of Clause 10.8 does not apply to clause 10.9.

10.9      

The Client shall indemnify and hold harmless the Educational Consultant from and against all Claims and Losses arising from loss, damage, liability injury to the Educational Consultant employees and third parties, infringement of third party intellectual property or third party losses by reason of or arising out of any information supplied by the Client to the Educational Consultant within or without the scope of these terms.  [“Claims” shall mean all demands, claims, proceedings, penalty fines, and liabilities (whether criminal or civil in contract or tort or otherwise). “Losses” shall mean all losses including without limitation, financial losses, damages, legal costs and other expenses of any nature or otherwise.]

10.10

Each of the Parties acknowledges that in agreeing to these Terms & Conditions, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in these Terms & Conditions.

 

11. Termination

11.1

Either party may terminate these Terms & Conditions by giving 7 days written notice if the Named Educational Consultant becomes unavailable to carry out the Educational Services and the Parties cannot agree on another mutually convenient time or replacement.

11.2

Without prejudice to other remedies or rights, either Party may terminate these Terms & Conditions (in the manner stated in clause 11.1) with a notice period, if:

a) The other Party is in material breach of these Terms & conditions and agreement cannot be reached within 7 days;

b)  If the other Party becomes insolvent, appoints an administrator or receiver.

 

12. General

12.1

Force Majeur: neither Party shall be liable or deemed to have breached these Terms if delays or failures in performance occur which are beyond the control of the Parties.

12.2     

These Terms & Conditions shall not constitute or imply a Partnership or joint venture.

12.3

Severance: if any provision in these Terms & Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall to the extent required be severed from these Terms & Conditions, in as far as is possible without modifying the remaining Terms, and shall not in any way affect any other provision of or validity or enforcement of these Terms.

12.4

Neither Party shall make any public announcement or disclose any information regarding this contract, unless both Parties agree a statement.  (This does not exclude complying with laws, statutes or regulations).