Terms and Conditions

Terms and Conditions

The following terms and conditions set out the basis on which Academus Learning established as a company limited by guarantee in England and Wales (Company registration No:6896388) whose registered address is 36 Wyre Grove, Edgware, Middlesex, HA8 8UW agrees to provide certain of the facilities of Academus.org.uk to you (“The Project Partner” or “you”) and your student(s) as detailed in the project Schedule.

Both parties hereby agree as follows:

1. DEFINITIONS

1.1 In these terms and conditions, unless the context otherwise requires, the following words and Phrases shall have the following meanings:

“Authorised Officer” means the person appointed by a party to these terms and conditions and notified to the others from time to time as their duly appointed representative;

“Intellectual Property Rights” means all intellectual property rights including (without limitation) copyright, database rights, trademarks, service marks, patents and design rights and including all other rights of a similar nature conferred by laws in force in all parts of the world from time to time (and whether registerable or not);

“Project” means the national on-line learning community project under the name “Academus.org.uk” conducted by Academus Learning;

“Project Schedule” means the document to which these terms and conditions are attached which sets out amongst other things details of the Project Partner and the Services being provided by Academus Learning to the Project Partner during the Term;

“Services” means the services to be provided by Academus Learning as set out in the Project Schedule;

“Student” means a student proposed by the Project Partner and accepted by Academus Learning for enrolment into the Project;

“Term” means the period of one year from the commencement date stated in the Project Schedule (subject to early termination in accordance with clause 4).

1.2 Any reference in these terms and conditions to any provisions of a statute shall be construed as references to that provision as amended, re-enacted or extended from time to time.

1.3 In these terms and conditions where the context so requires words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders.

2. DURATION AND TERMINATION

2.1 These terms and conditions shall come into full force and effect immediately upon the earlier of

(i) commencement of the provision of the Services by Academus Learning or

(ii) written acceptance by you of the Project Schedule.

2.2 The Services shall be provided for the Term unless terminated sooner in accordance with clause 10.

3. THE SERVICES

3.1 Academus Learning agrees to provide the Services for the Term subject to these terms and conditions and the Project Schedule.

3.2 Both parties agree that any timetable described in the Project Schedule is for guidance only and does not constitute a contractual term.

3.3 Academus Learning shall perform the Services with reasonable skill and care.

3.4 Academus Learning reserves the right at all times to delegate its obligations under these terms and conditions by using a suitably experienced sub-contractor or sub-contractors.

4. PROJECT PARTNER’S RESPONSIBILITIES

4.1 During the Term the Project Partner shall:

4.1.1 Comply with all reasonable directions, instructions and guidance which Academus Learning may issue from time to time in connection with participation in the Project by the Project Partner and their Student(s);

4.1.2 Ensure that there are effective project management and monitoring procedures in place within the Project Partner’s organisation;

4.1.3 Provide Academus Learning with interim reports in the format notified by Academus Learning from time to time detailing the progress of the Project Partner in connection with its participation in the Project. Upon the completion of the Term (or termination of this Agreement if sooner) the Project Partner shall provide Academus Learning with a final report including details of all results from the Project which shall be sent to Academus Learning within three months of the end of the Term.

4.2 The parties agree and acknowledge that all personnel of the Project Partner shall at all times remain the sole and exclusive responsibility of the Project Partner and that nothing in these terms and conditions or pursuant to the operation of any law shall constitute or deem any such personnel to be the employees of Academus Learning and the Project Partner agrees and undertakes to fully and effectively indemnify Academus Learning against any costs, claims, liabilities or expenses incurred by it as the result of any claim or determination against Academus Learning contrary to this clause.

4.3 The Project Partner shall not say or do or permit anything to be done on its behalf that might lead any other person to believe that the Project Partner is acting as the agent of Academus Learning.

4.4 The Project Partner shall at all times fully and effectively indemnify and hold Academus Learning harmless from any liabilities, claims, costs or expenses incurred by Academus Learning arising from any act, omission or negligence of the Project Partner or any of its officers, employees or agents in connection with the participation of the Project Partner and its Students in the Project save where such act, omission or negligence was at the request or direction of Academus Learning (or any of its officers, employees or agents).

5. CHARGES

5.1 In consideration for Academus Learning providing the Services the Project Partner will pay to Academus Learning the charges set out in the Pricing Schedule.

5.2 Academus Learning shall send the Project Partner invoices for any charges payable by the Project Partner and you shall pay the total sum set out in the invoice statement within 30 days of receipt (“the Payment Date”).

5.3 All charges payable by you will be exclusive of VAT, which shall be payable in addition at the applicable rate.

5.4 In the event of any failure by you to pay the full amount due by the Payment Date Academus Learning will be entitled to interest at the statutory rate and may suspend some or all of the Services until full payment has been received.

5.5 In the event you withdraw a child from the project after a referral has been agreed but before an induction has taken place, you will be liable for all fixed costs incurred and an administration fee.

6. CONFIDENTIALITY

6.1 Unless Academus Learning notifies the Project Partner otherwise, all documents and information received by the Project Partner in connection with Academus Learning, the Project and this Agreement from the Academus Learning l or any of its employees and agents, shall be held in strict confidence. Such documents and information shall not be disclosed by the Project Partner, its staff, agents, or sub-contractors, to any other person without the written permission of Academus Learning. The Project Partner shall use its best endeavours to ensure that its staff or any sub-contractors are aware of this obligation of confidence and abide by it.

6.2 Clause 4.1 above shall not apply to any information which is or becomes public knowledge other than as a result of a breach of that sub-clause by the Project Partner or its employees and agents.

6.3 The provisions of this clause 4 shall survive the termination of these terms and conditions and the Services howsoever arising.

7. LIMIT OF LIABILITY

7.1 Except in respect of liability for death or personal injury resulting from the negligence of Academus Learning or its personnel (in respect of which Academus Learning liability shall be unlimited) the total liability of Academus Learning whether in contract, tort or otherwise howsoever arising in connection with the provisions of the Services shall, subject to the exceptions set out in clause 7.2 not exceed in respect of all claims in aggregate a sum equal to the total amount paid to Academus Learning by the Project Partner during the previous 12 months.

7.2 Academus Learning shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories: special damage even though Academus Learning was aware of the circumstances in which such special damage could arise; economic loss; loss of profits, revenue, anticipated savings, anticipated profits, business opportunity, goodwill or reputation.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Save as otherwise agreed in writing between the parties all Intellectual Property Rights in any documents, information, data and materials (in whatever form) devised and developed by or for Academus Learning in connection with the Project shall at all times remain the sole and exclusive property of Academus Learning.

8.2 Nothing in these terms and conditions shall vest in the Project Partner any interest in the “Academus Learning” trademark or any Intellectual Property Rights in any part of the Project which at all times shall belong solely to Academus Learning.

9. FORCE MAJEURE

9.1 Academus Learning will not be in breach of these terms and conditions or be under any liability in law for any delay, loss or damage caused wholly or in part by circumstances beyond its reasonable control.

9.2 If Academus Learning l is prevented from performing any of its obligations for a continuous period in excess of three (3) months you may terminate the agreement for the provision of the Services forthwith on service of written notice to Academus Learning, in which case neither party will have any liability to the other except in respect of such rights and liabilities as accrued prior to termination, which shall continue to exist.

10. TERMINATION

10.1 Where the Project Partner needs to remove a Student from the Project at any time prior to the expiry of the Term, then with Academus Learning agreement (not to be unreasonably withheld or delayed), the Project Partner may do so by giving Academus Learning not less than 1 calendar month’s notice in which case the Project Partner shall reimburse Academus Learning on demand for any third party costs and charges incurred by Academus Learning in connection with the relevant Student which Academus Learning is unable to terminate on or before the expiry of such one month period. For the avoidance of doubt the Project Partner shall be required to continue to pay Academus Learning charges during such notice period. This clause 10.1 is not intended to provide a general means by which the Project Partner can terminate the Services prior to the expiry of the Term.

10.2 In the event that the Project Partner ceases, or threatens to cease or disposes of or threatens to dispose of all or a substantial part of its business, Academus Learning shall be entitled to terminate the Services forthwith.

10.3 Any party may terminate the Services with immediate effect in the event of any material breach of these terms and conditions by the other party. Such termination shall not affect any right which the party terminating may have against the other in consequence of the breach by the other party.

10.4 In the event of any material breach of any provision of these terms and conditions, the party not in breach may, as an alternative to immediate termination, serve notice on the party in breach requiring the breach to be remedied (if capable of remedy) within a period specified in the notice, not being longer than 28 days. If the breach has not been remedied before the expiry of the specified period the party not in breach may terminate the Services under clause 10.2 above.

10.5 Adoption by a party not in breach of the alternative described in clause 10.3 above shall not prejudice the rights of that party in respect of any further breach by the other party arising before the date of termination of the Services.

11. SUMMARY TERMINATION FOR INSOLVENCY AND OTHER REASONS

11.1 The Project Partner shall notify the Academus Learning in writing immediately where the Project Partner becomes insolvent or a petition is presented for the Project Partner to be wound up a resolution is passed for a winding up or the court makes an administration order or winding up order, or the Project Partner makes a composition or arrangement with its creditors, or an administrative receiver, receiver or manager is appointed by a creditor or by the court, or possession is taken of any its property under the terms of a floating charge.

11.2 On the occurrence of any of the events described in the proceeding clause Academus Learning shall be entitled to terminate the Services with immediate effect. Such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall upon accrue to Academus Learning.

12. ASSIGNMENT AND SUB-CONTRACTING

12.1 The Project Partner shall not, without consent in writing of Academus Learning, assign, transfer, or charge any of its rights or obligations under these terms and conditions.

13. THIRD PARTIES

13.1 The Contracts (Right of Third Parties) Act 1999 is excluded from applying to these terms and conditions and nothing in these terms and conditions confer or purport to confer on any third party any benefit or any right to enforce any term of these terms and conditions save as expressly provided.

14. AMENDMENTS AND VARIATION

14.1 The provisions of these terms and conditions may only be varied or amended by agreement in writing between the parties.

15. NO PARTNERSHIP

15.1 It is agreed that no relationship of employer and employee, principal and agent or partners is created by these terms and conditions.

16. WAIVER

16.1 The failure of either party to seek redress for any breach or to insist on the strict performance by the other party of any term condition or provision of these terms and conditions or the failure or delay by either in respect of the exercise of any right, power, privilege or remedy provided under these terms and conditions shall not operate as a waiver thereof or as a waiver of any preceding or succeeding breach by the other party. Any single or partial exercise of any such right, power, privilege or remedy shall not preclude any other or further exercise of such right, power, privilege or remedy.

16.2 No waiver of any of the terms, conditions or provisions of these terms and conditions between the Project Partner and the Academus Learning shall be effective unless the waiver is in writing.

17. NON-COMPETITION

17.1 The Project Partner agrees that it will not during the Term and for a period of (twelve months) after the expiry of the Term either on its own account or by or in association with any other third party directly or indirectly engage in providing the same or similar services which would be in competition with the Project.

18. NOTICES

18.1 Any notice or other communication given under or in connection with this Agreement shall be in writing and shall be delivered to the Project Partner addressed to the Secretary at its registered office, or to Academus Learning. Any such notice or other communication shall be deemed well served if it is served personally or if sent by first class post or is sent by fax. In the case of post the day of service shall (unless the contrary is proved) be deemed to be two days after the date of posting.

19. SEVERABILITY

19.1 If any provisions of these terms and conditions are deemed to be prohibited or otherwise adjudged by a court unlawful, void or for any reason unenforceable such a provision shall to the extent required in compliance with judicial order, be severed from these terms and conditions and rendered ineffective as far as possible without modifying the remaining provisions of these terms and conditions and shall not in any way affect the validity or enforceability of the remaining provisions of these terms and conditions.

20. CANCELLATION OF PREVIOUS AGREEMENTS

20.1 These terms and conditions supersedes all previous agreements correspondence or understandings of any nature whatsoever relating to the Project between the Project Partner and Academus Learning from the date on which these terms and conditions take effect.

21. LAW AND JURISDICTION

21.1 These terms and conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts

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