TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES - SCHOOLS/OTHER ORGANISATIONS
To be reviewed: August 2017
The School's attention is particularly drawn to the provisions of clause 111. Interpretation
In these Conditions, the following definitions apply:
a day (other than a Saturday, Sunday or public holiday) when banks in London
are open for business.
the charges payable by the School for the supply of the Services in accordance
with clause 7
has the meaning set out in clause
these terms and conditions as amended from time to time in accordance with
the contract between the Supplier and the School for the supply of Services in
accordance with these Conditions.
patents, rights to inventions, copyright and related rights, trade marks,
business names and domain names, rights in get-up, goodwill and the right to
sue for passing off, rights in designs, database rights, rights to use, and
protect the confidentiality of, confidential information (including know-how),
and all other intellectual property rights, in each case whether registered or
unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, 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.
written confirmation by the School in the form of a signature on these
Conditions and any accompanying Specification that they require the Supplier to
the person or firm who purchases Services from the Supplier.
means the tuition and other educational services agreed to be provided by the
Supplier to the School as set out in the Specification.
the description or specification of the Services agreed in writing between the
Supplier and the School, which shall include details of the Services and the
identities of the Student(s) and Tutor(s), so far as then known;
the person to whom Services are agreed to be provided;
Savvy Education Limited, also trading as Savvy Tutors, registered in England
and Wales with company number 08399252.
has the meaning set out in clause 4.1(i)
Tutor/Mentor: any tutor or mentor introduced by the Supplier to
the School for the purpose of providing any of the Services.
In these Conditions, the following rules apply:
person includes a natural person,
corporate or unincorporated body (whether or not having separate legal
reference to a party includes its personal representatives, successors or
reference to a statute or statutory provision is a reference to such statute or
statutory provision as amended or re-enacted. A reference to a statute or
statutory provision includes any subordinate legislation made under that
statute or statutory provision, as amended or re-enacted;
phrase introduced by the terms including,
include, in particular or any similar expression, shall be construed as
illustrative and shall not limit the sense of the words preceding those terms;
reference to writing or written includes faxes and e-mails.
Order constitutes an offer by the School to purchase Services in accordance
with these Conditions.
Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall
come into existence (Commencement
Contract constitutes the entire agreement between the parties. The School
acknowledges that it has not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of the Supplier which is
not set out in the Contract.
samples, drawings, descriptive matter or advertising issued by the Supplier,
and any descriptions or illustrations contained in the Supplier's catalogues or
brochures, are issued or published for the sole purpose of giving an approximate
idea of the Services described in them. They shall not form part of the
Contract or have any contractual force.
Conditions apply to the Contract to the exclusion of any other terms that the School
seeks to impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
quotation given by the Supplier shall not constitute an offer, and is only
valid for a period of 20 Business Days from its date of issue.
Supplier shall supply the Services to the School in accordance with the
Specification in all material respects.
Supplier shall use all reasonable endeavours to meet any performance dates
specified in the 'Support Agreement',
but any such dates shall be estimates only and time shall not be of the essence
for performance of the Services.
Supplier shall have the right to make any changes to the Services which are
necessary to comply with any applicable law or safety requirement, or which do
not materially affect the nature or quality of the Services, and the Supplier
shall notify the School in any such event.
Supplier warrants to the School that the Services will be provided using
reasonable care and skill and in compliance with all applicable statutory and
4.1 The School shall:
that the terms of the Order and any information it provides in the
Specification are complete and accurate;
with the Supplier in all matters relating to the Services;
the Supplier, its employees, agents, consultants and subcontractors, with
access to the School's premises, office accommodation and other facilities as
reasonably required by the Supplier;
the Supplier with such information and materials as the Supplier may reasonably
require in order to supply the Services, and ensure that such information is
accurate in all material respects;
the School's premises for the supply of the Services;
to the Supplier (and, if applicable, to any relevant Tutor), in a timely
manner, any information and instructions which the Supplier or any Tutor from
time to time reasonably request to enable the Services to be performed in
accordance with this Contract. If the School fails to do so, the Supplier may
immediately terminate the contract for the provision of the Services (if that
failure has a material detrimental impact on its ability to provide the
Services) or levy an additional reasonable charge (which the School shall be
obliged to pay) for any additional cost or expense incurred by the Supplier or
a Tutor as a result of such failure.
any Services are to be provided on any premises of or designated by the School
or the Student, the School must provide the Tutor, in a timely manner, with
sufficient details of the relevant location, ensure that appropriate access is
available to the Tutor at all relevant times and that such premises are
suitable and safe for the provision of the Services. No charge shall be levied
on or paid by the Supplier or any Tutor for or in relation to the provision of
any such premises.
and maintain all necessary licences, permissions and consents which may be
required before the date on which the Services are to start;
and maintain all materials, equipment, documents and other property of the
Materials) at the School's premises in safe custody at its own
risk, maintain the Supplier Materials in good condition until returned to the
Supplier, and not dispose of or use the Supplier Materials other than in
accordance with the Supplier's written instructions or authorisation.
the Supplier's performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the School or failure by the School
to perform any relevant obligation (School Default):
Supplier shall without limiting its other rights or remedies have the right to
suspend performance of the Services until the School remedies the School
Default, and to rely on the School Default to relieve it from the performance
of any of its obligations to the extent the School Default prevents or delays
the Supplier's performance of any of its obligations;
Supplier shall not be liable for any costs or losses sustained or incurred by
the School arising directly or indirectly from the Supplier's failure or delay
to perform any of its obligations as set out in this clause 4.2
School shall reimburse the Supplier on written demand for any costs or losses
sustained or incurred by the Supplier arising directly or indirectly from the School
a Student is unable, because of illness or other incapacity or for some other
reason outside his or her reasonable control, to attend any tuition or the
provision of any other Services at the time and date provided for in these
Terms, the School shall give (or shall ensure that the Student shall give) as
much prior written notice to that effect, both to the Supplier and any relevant
Tutor, as is reasonably practicable.
the Supplier is unable due to the illness or other incapacity of any Tutor or
for any other reason outside of the Supplierâ€ââ€Å¾¢s reasonable control, to provide
any Services at the times and on the dates provided for in these Terms, the
Supplier shall give (or shall ensure that each relevant Tutor shall give) as
much written notice to that effect, both to the School and to each relevant
Student, as is reasonably practicable.
any notice is given under paragraph 5.1 or 5.2, the School and the Supplier
shall each make every reasonable effort, in conjunction with each relevant
Student and Tutor, to agree a suitable alternative time and date, which shall
be as soon as reasonably practicable, for the provision of the postponed
the Supplier and the School are unable within 5 business days after receipt of
a notice under paragraph 5.1 or 5.2 to agree on a new time and date for the
postponed Services, the Supplier will have no obligations to provide the
postponed Services and no charge under paragraph 8 shall be made by the
Supplier for the postponed Services (and any pre-paid charges shall be
reimbursed to the School), unless the Student failed to attend at the agreed
time and the Student and the School failed to give any notice under paragraph 57.1
more than 72 hours before the time at which the postponed Services were
originally due to be provided, in which case the Supplier reserves the right to
charge for the postponed Services in full.
children and vulnerable adults
parties acknowledge that the Supplier is a Regulated Activity Provider with
ultimate responsibility for the management and control of the Regulated
Activity provided under this Contract and for the purposes of the Safeguarding
Vulnerable Groups Act 2006.
that all individuals engaged in Regulated Activity are subject to a valid
enhanced disclosure check for regulated activity undertaken through the
Disclosure and Barring Service; and
the level and validity of the checks under this clause 4.2 for each member of
employ or engage the services of any person who is barred from, or whose
previous conduct or records indicate that he or she would not be suitable to
carry out Regulated Activity or who may otherwise present a risk to Service
Supplier warrants that at all times for the purposes of this Contract it has no
reason to believe that any person who is or will be employed or engaged by the
Supplier in the provision of the Services is barred from the activity in
accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006
and any regulations made thereunder, as amended from time to time.
Supplier shall immediately notify the School of any information that it
reasonably requests to enable it to be satisfied that the obligations of this
clause 4 have been met.
Supplier shall refer information about any person carrying out the Services to
the DBS where it removes permission for such person to carry out the Services
(or would have, if such person had not otherwise ceased to carry out the
Services) because, in its opinion, such person has harmed or poses a risk of
harm to the Service Users.
Supplier will seek to ensure the suitability of Tutors introduced by it to the
School for the performance of Services by (amongst other things) obtaining
confirmation of the Tutorâ€ââ€Å¾¢s identity, his or her relevant experience, training
and qualifications and of any authorisation and clearances (including from the Disclosure
and Barring Service (DBS)) which may be required by law or by any relevant
professional body. The Supplier will not
carry out DBS checks for Tutors. The Supplier will use its best endeavours to ensure
that Tutors are in possession of a valid enhanced disclosure check for Regulated
Activity undertaken through the Disclosure and Barring Service; and that Tutors
do not employ or use the services of any person who is barred from, or whose
previous conduct or records indicate that he or she would not be suitable to
carry out Regulated Activity or who may otherwise present a risk to Students,
but Tutors are responsible for their DBS Checks being up to date, thereafter.
at any stage during performance of the Services, the School has concerns about
the competence, qualifications, suitability or performance of any Tutor
providing any Services, it must notify its concerns to the Supplier as soon as
reasonably practicable, and the Supplier will then endeavour, in consultation
with the School, to satisfy those concerns (including, where appropriate and
reasonably practicable, by seeking to provide an alternative Tutor to perform
some or all of the unperformed Services).
to the other paragraphs under this heading, the Supplier shall have no
liability for any loss or damage arising directly or indirectly from any act or
omission of any Tutor introduced by the Supplier and providing any of the
Tutors are not employees or agents of the Supplier and, save where expressly
provided for in this Contract, no Tutor has any power or authority to increase,
reduce, or vary the Services as set out or referred to in the Order and these
Terms or to alter or waive any of these Terms or any of the provisions of the
Order Confirmation, or to bind or commit the Supplier in any way.
in this Contract shall exclude or limit in any way the Supplierâ€ââ€Å¾¢s liability for
death or personal injury caused by its negligence; or for its fraud or
fraudulent misrepresentation; or for any breach of the obligations implied by
section 2 of the Supply of Good and Services Act 1982; or for any losses for
which the Supplier is prohibited to limit liability by section 7 of the
Consumer Protection Act 1987; or for any other matter for which it would
illegal or unlawful for the Supplier to exclude or limit or attempt to exclude
or limit its liability.
Charges for the Services shall be on a time and materials basis:
Charges shall be calculated in accordance with the Supplier's standard daily
fee rates, as set out in the 'Support
Supplier's standard daily fee rates for each individual are calculated on the
basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
Supplier shall be entitled to charge an overtime rate of 20 per cent of the
standard daily fee rate on a pro-rata basis for each part day or for any time
worked by individuals whom it engages on the Services outside the hours
referred to in clause 8.1(b)
Supplier shall be entitled to charge the School for any expenses reasonably
incurred by the individuals whom the Supplier engages in connection with the
Services including, but not limited to, travelling expenses, hotel costs,
subsistence and any associated expenses, and for the cost of services provided
by third parties and required by the Supplier for the performance of the
Services, and for the cost of any materials.
Supplier reserves the right to increase its standard hourly/daily fee rates,
provided that such charges cannot be increased more than once in any 6 month
period. The Supplier will give the School written notice of any such increase two
months before the proposed date of the increase. If such increase is not
acceptable to the School, it shall notify the Supplier in writing within four
weeks of the date of the Supplier's notice and the Supplier shall have the
right without limiting its other rights or remedies to terminate the Contract
by giving four weeks' written notice to the School.
Supplier shall invoice the School on agreement of the Services (set price) or
monthly in arrears (no end date).
School shall pay each invoice submitted by the Supplier:
30 days of the date of the invoice; and
full and by cheque or in cleared funds to a bank account nominated in writing
by the Supplier, and
time for payment shall be of the essence
of the Contract.
amounts payable by the School under the Contract are exclusive of amounts in
respect of value added tax chargeable for the time being (VAT). Where any taxable supply
for VAT purposes is made under the Contract by the Supplier to the School, the School
shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier
such additional amounts in respect of VAT as are chargeable on the supply of
the Services at the same time as payment is due for the supply of the Services.
the School fails to make any payment due to the Supplier under the Contract by
the due date for payment, then the School shall pay interest on the overdue
amount at the rate of 4% per cent per annum above Lloyds Bank's base rate from
time to time. Such interest shall accrue on a daily basis from the due date
until actual payment of the overdue amount, whether before or after judgment.
The School shall pay the interest together with the overdue amount.
School shall pay all amounts due under the Contract in full without any
set-off, counterclaim, deduction or withholding (except for any deduction or
withholding required by law). The Supplier may at any time, without limiting
its other rights or remedies, set off any amount owing to it by the School
against any amount payable by the Supplier to the School.
Intellectual Property Rights in or arising out of or in connection with the
Services shall be owned by the Supplier.
School acknowledges that, in respect of any third party Intellectual Property
Rights, the School's use of any such Intellectual Property Rights is
conditional on the Supplier obtaining a written licence from the relevant
licensor on such terms as will entitle the Supplier to license such rights to
Supplier Materials are the exclusive property of the Supplier.
A party (receiving party) shall keep in
strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature and
have been disclosed to the receiving party by the other party (disclosing party),
its employees, agents or subcontractors, and any other confidential information
concerning the disclosing party's business, its products and services which the
receiving party may obtain. The receiving party shall only disclose such
confidential information to those of its employees, agents and subcontractors
who need to know it for the purpose of discharging the receiving party's
obligations under the Contract, and shall ensure that such employees, agents
and subcontractors comply with the obligations set out in this clause as though
they were a party to the Contract. The receiving party may also disclose such of
the disclosing party's confidential information as is required to be disclosed
by law, any governmental or regulatory authority or by a court of competent
jurisdiction. This clause 10 shall survive termination of the Contract.
of liability: THE SCHOOL'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these
Conditions shall limit or exclude the Supplier's liability for:
or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
or fraudulent misrepresentation; or
of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession).
to clause REF 11.1:
Supplier shall under no circumstances whatever be liable to the School, whether
in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract; and
Supplier's total liability to the School in respect of all other losses arising
under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances
exceed usual limit of PII.
terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982
are, to the fullest extent permitted by law, excluded from the Contract.
shall survive termination of the Contract.
limiting its other rights or remedies, either party may terminate the Contract
by giving the other party three months' written notice.
limiting its other rights or remedies, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
other party commits a material breach of any term of the Contract and (if such
a breach is remediable) fails to remedy that breach within 7 days of that party
being notified in writing to do so;
other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts
or (being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having no
reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom
any of the foregoing apply;
other party commences negotiations with all or any class of its creditors with
a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors other than (where a company)
for the sole purpose of a scheme for a solvent amalgamation of that other party
with one or more other companies or the solvent reconstruction of that other
petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party (being a
company) other than for the sole purpose of a scheme for a solvent amalgamation
of that other party with one or more other companies or the solvent
reconstruction of that other party;
other party (being an individual) is the subject of a bankruptcy petition or
creditor or encumbrancer of the other party attaches or takes possession of, or
a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;
application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given
or if an administrator is appointed over the other party (being a company);
holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;
event occurs or proceeding is taken with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause REF 12.2(b)
to clause REF 12.2(i) (inclusive);
other party suspends or ceases, or threatens to suspend or cease, to carry on
all or a substantial part of its business;
other party's financial position deteriorates to such an extent that in the
Supplier's opinion the School's capability to adequately fulfil its obligations
under the Contract has been placed in jeopardy; or
other party (being an individual) dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his own affairs or
becomes a patient under any mental health legislation.
limiting its other rights or remedies, the Supplier may terminate the Contract
with immediate effect by giving written notice to the School if the School
fails to pay any amount due under this Contract on the due date for payment and
fails to pay all outstanding amounts within 30 days after being notified in
writing to do so.
limiting its other rights or remedies, the Supplier may suspend provision of
the Services under the Contract or any other contract between the School and
the Supplier if the School becomes subject to any of the events listed in
to clause 12.2(m),
or the Supplier reasonably believes that the School is about to become subject
to any of them, or if the School fails to pay any amount due under this
Contract on the due date for payment.
On termination of the Contract for any
School shall immediately pay to the Supplier all of the Supplier's outstanding
unpaid invoices and interest and, in respect of Services supplied but for which
no invoice has been submitted, the Supplier shall submit an invoice, which
shall be payable by the School immediately on receipt;
School shall return all of the Supplier Materials and any Deliverables which
have not been fully paid for. If the School fails to do so, then the Supplier
may enter the School's premises and take possession of them. Until they have
been returned, the School shall be solely responsible for their safe keeping
and will not use them for any purpose not connected with this Contract;
accrued rights, remedies, obligations and liabilities of the parties as at
expiry or termination shall be unaffected, including the right to claim damages
in respect of any breach of the Contract which existed at or before the date of
termination or expiry; and
which expressly or by implication survive termination shall continue in full
force and effect.
the purposes of this Contract, Force Majeure Event means an event beyond the reasonable
control of the Supplier including but not limited to strikes, lock-outs or
other industrial disputes (whether involving the workforce of the Supplier or
any other party), failure of a utility service or transport network, act of
God, war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood, storm or default of suppliers or subcontractors.
Supplier shall not be liable to the School as a result of any delay or failure
to perform its obligations under this Contract as a result of a Force Majeure
the Force Majeure Event prevents the Supplier from providing any of the
Services for more than four weeks, the Supplier shall, without limiting its
other rights or remedies, have the right to terminate this Contract immediately
by giving written notice to the School.
Assignment and other
Supplier may at any time assign, transfer, mortgage, charge, subcontract or
deal in any other manner with all or any of its rights under the Contract and
may subcontract or delegate in any manner any or all of its obligations under
the Contract to any third party or agent.
School shall not, without the prior written consent of the Supplier, assign,
transfer, mortgage, charge, subcontract, declare a trust over or deal in any
other manner with any or all of its rights or obligations under the Contract.
notice or other communication given to a party under or in connection with the
Contract shall be in writing, addressed to that party at its registered office
(if it is a company) or its principal place of business (in any other case) or
such other address as that party may have specified to the other party in
writing in accordance with this clause, and shall be delivered personally, sent
by pre-paid first class post or other next working day delivery service,
commercial courier, fax or e-mail.
notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 15.2(a);
if sent by pre-paid first class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting; if delivered by
commercial courier, on the date and at the time that the courier's delivery
receipt is signed; or, if sent by by fax or e-mail, one Business Day after
provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
any provision or part-provision of the Contract is or becomes invalid, illegal
or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforceability of the rest of the Contract.
one party gives notice to the other of the possibility that any provision or
part-provision of this Contract is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves the intended commercial result of the original provision.
waiver of any right under the Contract or law is only effective if it is in
writing and shall not be deemed to be a waiver of any subsequent breach or
default. No failure or delay by a party in exercising any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict its further exercise of
that or any other right or remedy. No single or partial exercise of such right
or remedy shall prevent or restrict the further exercise of that or any other
right or remedy.
No partnership or
agency. Nothing in the
Contract is intended to, or shall be deemed to, establish any partnership or
joint venture between the parties, nor constitute either party the agent of the
other for any purpose. Neither party shall have authority to act as agent for,
or to bind, the other party in any way.
A person who is not a party to the Contract shall not have any rights to
enforce its terms.
15.7 Variation. Except as set out in these Conditions, no
variation of the Contract, including the introduction of any additional terms
and conditions, shall be effective unless it is agreed in writing and signed by
Governing law. This
Contract, and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims),
shall be governed by, and construed in accordance with the law of England and
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).