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Optimus Education Ltd Terms and conditions
Optimus Education Ltd offers a wide range of products and services. Please select the correct Terms and Conditions for your chosen product/s and/or service/s.
For Terms and Conditions relating to The School Training Company website and The School Training Company training hub, please refer to Section A: Terms and Conditions for The School Training Company Training Hub.
For Terms and Conditions relating to Optimus Conferences, please refer to Section A, Clause 5: ‘ Terms and Conditions for Conferences’.
For Terms and Conditions relating to Optimus Awards, please refer to Section B ‘Awards’.
For Terms and Conditions relating to Optimus Consultancy, please refer to Section C ‘Consultancy’ section.
If you have purchased an Optimus Membership / The School Training Company Package: Training Hub, Conferences Hub, Training and Conferences Hub, or Unlimited, please refer to the relevant individual Terms and Conditions that apply to the Products and Services included in the package purchased.
Section A: Terms and Conditions for The School Training Company Training Hub
1.1 The website located at www.learn.school-training.co.uk (or any replacement website from time to time) (the “Website”) is owned and operated by Optimus Education Limited (“Optimus Education”), a company registered in England and Wales with Company Registration Number 5791519 whose registered office is Optimus Education, Collar Factory, 112 Augustine Street, Taunton, TA1 1QN, United Kingdom. Our VAT number is 311669609.
1.2 The Website provides the various The School Training Company information services, which include our professional development training course materials (the “School Training Company Information Services”) and other products/services as detailed on the Website. The School Training Company Information Services and other products and services are collectively defined as the “Services”.
1.3 By using this Website and the Services you are agreeing to be bound by these Conditions and our Privacy Policy and, if you use any particular service such as The School Training Company Services, you do so subject to any additional terms and conditions that are applicable to that service. Please read these Conditions; they are important. If you do not agree to these Conditions do not use this Website or the Services. If you are entering into this these Conditions on behalf of other users (for example, you are an administrator signing up a school and its teachers), the organisation you are signing up on behalf of will be responsible for all use of the Website and Services by those other users. Please also note that a subscription to The School Training Company Services belongs to the organisation you are signing on behalf of (for example, the school) and all log-ins to The School Training Company Information Services are issued to individual users on behalf of that organisation. If an individual moves on (for example, moves to another school), that user’s login must be disabled and can no longer be used by that individual. For the avoidance of doubt, subscriptions for organisations are typically for the use of its employees (i.e. teaching or academic staff) only and not for the use of students. A separate subscription may be purchased if an organisation wishes to grant access to its students.
1.4 We may change these Conditions or our Privacy Policy at any time by posting changes on the Website, and without giving you prior notice. If you continue to use the Website or the Services after we have posted any change to these Conditions or our Privacy Policy, you will be agreeing to any such changes.
1.5 We may, from time to time, monitor or record any use that you or anyone else makes of this Website. If you have a complaint regarding material submitted by a third party to the Website, please contact our customer services department immediately.
1.6 You must not attempt to circumvent the security features of the Website, or tamper with, hack into, or in any other way disrupt or disable any computer system, server, website, router or other device used to host the Website or the Services or make them available.
1.7 These Conditions apply to any Services available on the Website, including Conferences, Training and The School Training Company Information Services subscriptions.
1.8 Subscriptions to The School Training Company Information Services can be ordered by calling us at 01823 792829. If we accept your order, we will issue you with an invoice and an email confirmation. The issuing of this confirmation email by us confirms that a binding contract has been formed between us on the terms of these Conditions and The School Training Company Order Form. You will also be asked to confirm acceptance of these Conditions and The School Training Company Order Form when you log in to your account or any of The School Training Company Information Services. Invoices are payable within 30 days.
1.9 All subscriptions to The School Training Company Information Services are subject to auto-renewal. This means that when you first purchase a subscription to any of The School Training Company Information Services, you are agreeing to us automatically renewing your subscription at the end of its term and issuing an invoice for a renewed period (for example, if you have a 12 month contract, we will automatically renew your subscription for a further 12 months at the end of each 12 month period). Your subscription will automatically renew in this way for successive periods unless you give us 1 month’s notice, such notice to end at the end of the then current term (i.e. you need to give us notice by the beginning of month 12 of your subscription if you do not want us to automatically renew your subscription).
1.10 Subscriptions to The School Training Company Information Services are available on a 21-day obligation-free basis. If, for any reason, you decide the subscription is not suitable and, provided you contact the customer service team within 21-days of receipt of your invoice (on 01823 792829) and quote your invoice and order detail, you can cancel your subscription. A cancellation form is available from our customer services department, so please contact us if you no longer wish to subscribe.
If paying by credit card, the full price of the purchase will be refunded either by cheque or by crediting your credit card account. If we have issued you with an invoice, you will not be required to pay it.
Please note you are not allowed to copy any of the content in the Information Services prior to cancellation and you must not retain any content post cancellation.
1.11 The Website and Services are accessed via the internet. You are responsible for the provision of and payment for the telecommunications services received by you to access the Website and Services, as well as for having suitable computer, browser, modem and other hardware, software or communications equipment necessary to enable you to access the Website and Services. Please contact our customer services department for further details of the minimum technical requirements for access to the Services. The School Training Company will not be able to issue any refunds against the charges payable under these Conditions or any other agreement between us owing to any faults with, or your failure to access, the internet.
2.1 The Website and its content are protected by copyright, database rights, trademarks and other intellectual property rights. No right to use or license of any such intellectual property rights is granted to you except as explicitly set out in these Conditions.
2.2 The School Training Company logo are all registered trademarks of Optimus Education or its group companies.
2.3 You may read, print and download copies of the material and information on the Website and store it on a single computer for your personal, private use, but you must not reproduce any or all copyright and other notices provided with such materials. You may not make any profit from the use of that material or information, and you may not make any other copies, or adapt, create any work derived from, republish, make available to the public, disseminate, or transmit any of it, or exploit any of it for any commercial purpose, without first obtaining our written permission.
2.4 If you submit any material for inclusion on the Website or Services (including any posting to any part of the Website), you grant us a perpetual, royalty-free, worldwide, non-exclusive licence to use, reproduce, modify, adapt, translate and make available to the public, combine or include in other works, that material and any extracts from it. We may grant sub-licences of these rights. You also warrant that you have all rights and consents necessary to submit/post such material for inclusion on the Website.
2.5 You waive your moral rights in relation to anything that you submit to us, including your right to be identified as its author.
2.6 Please do not submit any material if you do not agree to Condition 2.4 and to the waiver of rights in Condition 2.5.
3.1 We want to encourage visitors to the Website and The School Training Company Information Services to contribute to them, but we also want you to do this responsibly.
3.2 You are to abide by the following rules when contributing to the Website or The School Training Company Information Services:
3.2.1 not to submit any profanity or obscenity, even if you disguise it with asterisks;
3.2.2 not to make any personal attacks on anyone;
3.2.3 not to submit, or create any link to, any defamatory, obscene, indecent, lewd, pornographic, violent, abusive, offensive, insulting, threatening, menacing, unlawful or blasphemous material;
3.2.4 not to submit, or create any link to, material that is an invasion of privacy, a breach of data protection legislation, a malicious falsehood or libel defamatory, a contempt of court, or that is likely to incite or capable of inciting violence, racial hatred, sadism or cruelty or that encourages any unlawful or illegal act or omission;
3.2.5 not to submit, or create any link to, any material that is intentionally false or that is misleading, or that causes annoyance, inconvenience or needless anxiety, or that is potentially damaging or harmful;
3.2.6 to keep to the discussion topic or the subject of the current article or theme;
3.2.7 not to impersonate any person, whether a public figure or not;
3.2.8 not to state or represent falsely connections to, or affiliated with, any individual, organisation or entity;
3.2.9 not to promote or advertise, or engage in any other form of marketing, including (without limitation) chain letters or pyramid selling, even if you are acting on behalf of a non-profit-making organisation or charity;
3.2.10 not to submit, or create any link to any material that is protected by copyright, database rights or any other intellectual property rights unless you are the owner of those rights, or you have the permission of the lawful owner to publish that material in any way;
3.2.11 not to submit, or create a link to confidential information so that it would no longer be confidential;
3.2.12 not to break any law or regulation while using the Website or The School Training Company Information Services;
3.2.13 not to use the Website to collect personal data about other individuals;
3.2.14 not to use any oversized fonts, JavaScript, tables, headings or other advanced HTML commands use only bold or coloured fonts to emphasize your points; or
3.2.15 not to submit, or create a link to, any file that contains any virus, corrupted data, Trojan Horse or anything else that might damage, destroy or render inaccessible any data or files on any computer.
3.3 If you set up an account, you will be issued with a password to access that account. You will not disclose your password to anyone; you are responsible for all submissions to the Website made whilst the password is assigned to you. If you know or suspect that someone else is aware of your password, you must let us know immediately by contacting customer services. We may suspend or change any password if there is a breach of security or misuse of the Website or The School Training Company Information Services, or if we suspect that this may be the case.
3.4 We may, at our discretion, edit, block, delete or remove from the Website or the The School Training Company Information Services any information or other material that you may have posted or accessed, for any reason (whether or not you are in breach of these Conditions), at any time and without informing you.
3.5 We do not undertake to keep or make available any material that you or anyone else has contributed to this Website or the The School Training Company Information Services for any length of time, and you are advised to make a copy of any material that you wish to keep. We may delete, archive, make unavailable, modify or comment on any material, and close or suspend any discussion topic without prior notice.
3.6 You must not, nor attempt to, (i) resell; (ii) make available on a local or wide area network; (iii) link to or frame; (iv) make mass, automated or systematic extractions from; (v) include within an archival or searchable database; (vi) access remotely; or (vii) distribute externally, any information accessed or received via the Website or The School Training Company Information Services (in whole or in part). Any data which you access or download must be held securely in your possession and control, free from any third-party access and with all credits, legends, notices or markings maintained in full.
4.1 We intend to protect the privacy of visitors to the Website and users of the Services and that of our customers and other individuals. Please read our Privacy Policy; it will help you to understand how we process your personal data. We may update our Privacy Policy at any time in accordance with the terms of the Privacy Policy.
4.2 Whenever you provide us with personal data, we undertake to comply with the provisions of EU General Data Protection Regulations 2018 and any related legislation.
4.3 We may share your information with any company which is a member of our Group, which means our subsidiaries, ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
5.1 Optimus Education provides conferences on various topics throughout the year. You are able to book places for these conferences via the Website, post, fax, e-mail or by telephone. Submission of a booking constitutes an offer to purchase the conference services.
5.2 When you submit a booking, we will send an email confirming receipt of your booking request. This e-mail is for information only and does not constitute our acceptance of your booking. We will be deemed to have accepted your booking when we issue our invoice for the services, at which point a binding contract shall be formed between us. If your booking cannot be accepted for any reason, we will notify you.
5.3 Invoices are payable within 30 days and, in any event, prior to the conference date. If you fail to make payment in full within 14 days of receiving a payment reminder, we may cancel your booking. If payment has not been received prior to the conference, the attendee(s) must sign an attendance slip on arrival. Non-attendance at a conference (for whatever reason) does not negate your liability to pay our invoice.
5.4 Substitutions are welcome at any time. To make a substitution, please contact the conference customer service team on 0208 315 1506. There will be no additional charge for delegate name changes.
5.5 If you decide to cancel your booking (or any part thereof), you may do so prior to the date of the conference by writing to us at [email protected], subject to the following (except in the case of Unlimited CPD members, for whom clause 5.8 applies):
5.5.1 Written cancellations made no less than 4 weeks before the conference date will be subject to a full refund if paid, or the cancellation of the invoice if unpaid.
5.5.2 Written cancellations made less than 4 weeks, but no less than 2 weeks, before the conference date will remain liable for 50% of the invoice amount. If the invoice has been paid, a 50% refund shall be issued. If payment has not been made, you must pay 50% of the total amount within 7 days of cancellation.
5.5.3 Written cancellations made less than 2 weeks before the conference date will not be entitled to any refund. If the invoice remains outstanding on cancellation, it must be paid in full within 7 days.
5.5.4 So as not to incur any losses to Optimus Education, if your cancellation request does not meet the 2 week prior cancellation threshold for a free-to-attend conference, you will be charged £100.00 to cover the day delegate rate.
5.6 Optimus Education reserves the right to alter the conference programme without prior notice due to unforeseen circumstances.
5.7 We also reserve the right in our absolute discretion and without further liability to cancel any conference or event, in which case any booking charges paid by you will be refunded. However, in such circumstances Optimus Education cannot be held responsible for hotel or travel expenses which you are unable to recoup as a result of a conference or event being cancelled.
5.8 Users in receipt of the “Unlimited CPD” are able to book conferences in accordance with this clause 5 without charge, subject to the following supplemental terms:
5.8.1 You acknowledge that conferences are subject to availability and bookings are taken on a first come, first served basis. No guarantee is given that spaces will be available for a given conference.
5.8.2 For ‘Unlimited CPD’ customers/members/subscribers You are entitled to book a place for one delegate per conference in the term of the subscription. Additional delegate places can be purchased (subject to availability) at a discount of 50% on the standard pricing.
5.8.3 You must notify us if you wish to cancel the booking at least 2 weeks before the conference date. In the event of non-attendance without at least 2 weeks’ notice of cancellation, a fee of £100.00 shall be payable to Optimus Education.
5.8.4 No refunds or other compensation shall be payable in the event that a conference is varied, cancelled or rescheduled.
5.8.5 In the event that you book and attend any conferences within the 21 day no obligation period of your Optimus Information Services subscription and subsequently cancel your subscription within that period, you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following cancellation of your subscription, which must be paid in accordance with clause 5.3.
5.8.6 In the event that you book any conferences which take place after termination or expiry of your Optimus Information Services subscription (for example, because you cancel within the 21 day no obligation period, or cancel renewal of your subscription), you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following termination or expiry of your subscription, which must be paid in accordance with clause 5.3.
5.8.7 Any supporting materials received at, or prior to, or after the conference, may be used freely for training or reference purposes.
5.9 MAT Leadership Programme
5.9.1 Optimus Education provides a the Multi Academy Trust Leadership Programme “MAT Leadership Programme”. This consists of seven separate events, (“Event”), to be held on separate dates, at different venues. You are able to book a place on the MAT Leadership Programme via the Website, post, fax, e-mail or by telephone. Submission of a booking constitutes an offer to purchase the MAT Leadership Programme.
5.9.2 When you submit a booking, we will send an email confirming receipt of your booking request. This e-mail is for information only and does not constitute our acceptance of your booking. We will be deemed to have accepted your booking when we issue our invoice for the services, at which point a binding contract shall be formed between us. If your booking cannot be accepted for any reason, we will notify you.
5.9.3 Invoices are payable within 30 days and, in any event, prior to the commencement date of the first Event. If you fail to make payment in full within 14 days of receiving a payment reminder, we may cancel your booking. Non-attendance at the MAT Leadership Programme (for whatever reason) does not negate your liability to pay our invoice and you will not receive a refund.
5.9.4 Once you have paid your invoice, it is non-refundable (save as set out in clause 5.6 below), if, for example, you cancel your attendance to, or do not attend, any of the Events of the MAT Leadership Programme.
5.9.5 Optimus Education reserves the right to alter the MAT Leadership Programme howsoever necessary, without prior notice due to unforeseen circumstances.
5.9.6 We also reserve the right in our absolute discretion and without further liability to cancel or re-schedule any part of the MAT Leadership Programme, at any time up until commencement date for each Event. You may then choose to attend a rescheduled event, or you may request a refund therefor. Refunds will be offered as set out below:
Refunds will be credited to your original payment method.
5.9.7 Any and all intellectual property rights existing in, or created by, any part of the MAT Leadership Programme, the content therein, and all the materials linked thereto (“MAT Rights”), are the sole property of Optimus Education and you shall not obtain or claim any right, title or interest in the MAT Rights, save that any supporting materials received at, or prior to, or after the MAT Leadership Programme, may be used freely for training or reference purposes within your organisation.
6.1 In these conditions the term ‘Organiser’ means Optimus Education or any of its subsidiaries, the term ‘Exhibitor’ means the party who places an order for an exhibition stand, conference sponsorship or insert. All orders accepted for events by the Organiser are subject to the following conditions. No other conditions will be binding unless agreed in writing by the Organiser and the Exhibitor. The placing of any order by an Exhibitor will be subject to these conditions. Acceptance of an order is at the Organiser’s complete discretion.
6.2 Construction
6.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
6.2.2 a reference to a party includes its successors or permitted assigns;
6.2.3 a 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;
6.2.4 any 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; and
6.2.5 a reference to writing or written includes faxes and e-mails.
6.3 Orders
6.3.1 All Exhibitors must submit their order by completing, signing and returning the order form.
6.3.2 In no circumstances does the placing of an order confer the right to renew on similar terms to a previous order made by the Exhibitor.
6.3.3 The Organiser reserves the right to increase rates at any time, save in respect of orders already accepted by the Organiser.
6.4 Payment
6.4.1 The Organiser shall invoice the Exhibitor after it accepts the Exhibitor’s order. The Exhibitor’s invoices must be settled within 30 days of the invoice date or immediately if the event takes place fewer than 30 days from the booking date. Each Exhibitor undertakes to ensure that payment is made in full by the due date. If an Exhibitor fails to pay their invoice in full prior to the event to which that invoice relates, attendance to that event will be refused.
6.4.2 If an invoice is overdue the Organiser reserves the right to levy a surcharge of no more than 3 per cent of the total invoice amount for each 7 day period during which payment is delayed and to suspend attendance of all future events.
6.4.3 The Organiser may at any time instruct a debt collection agency to recover any sum due. Any costs or charges incurred by the Organiser as a result of such instruction will be payable by the Exhibitor to the Organiser on demand.
6.4.4 The Exhibitor warrants that its presence at an event will comply with the British Code of Advertising and Sales Promotion and all relevant legislation and industry guidelines and will not breach any third party rights or be otherwise unlawful.
6.5 Cancellation
6.5.1 The Organiser reserves the right to refuse, withdraw or cancel stands, sponsorship or inserts submitted to it, as well as cancel the event itself, at its absolute discretion. In the event that the withdrawal or cancellation is the fault of the Organiser (for example, due to insufficient delegates attending the event), a full refund will be given in respect of that booking.
6.5.2 The Organiser reserves the right to revise the layout of the Exhibition at any time.
6.5.3 If the Exhibition is postponed, cancelled or abandoned by reason of war, fire, storm, explosion, natural disaster, national emergency, labour dispute, strike, lock-out, terrorist threat, civil disturbance, inevitable accident, force majeure, the non-availability, either wholly or partially, of the Exhibition premises, or any other cause not within the control of the Organiser, the Organiser shall be under no liability to the Exhibitor in respect of any actions, claims, losses (including consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Exhibitor, as the result of the happening of any such events. The Organiser strongly advises the Exhibitor to insure themselves against such eventualities upon the booking of their Exhibition space.
6.5.4 If the Exhibitor wishes to cancel its order for inserts, stands and/or sponsorships, it must request to do so in writing. Cancellations must be received no less than three months prior to the date of the event in order for the Exhibitor to qualify for a refund which will not exceed 50% of the invoiced sum for that specific event. Written cancellations received no more than three months and no less than one calendar month prior to the date of the event will qualify to receive a refund of no more than 25% of the sum of the invoice for that specific event.
6.5.5 The Exhibitor will be liable to pay for any exhibition booking in full where notice is not received within the cancellation period referred to in clause 11 above.
6.6 Liability and Indemnity
6.6.1 Nothing in these Terms and Conditions excludes the Organiser’s liability for: (a) fraud; (b) for death or personal injury caused by the Organiser’s negligence, or the negligence of its employees, agents or subcontractors; or (c) for any other liability to which it is not lawful to limit.
6.6.2 Subject to clause 13, the Organiser shall under no circumstances be liable to the Exhibitor whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, revenues, costs, expenses, damage, or any direct, indirect or consequential loss arising under or in connection with the contract between the Exhibitor and the Organiser. For the avoidance of doubt this exclusion of liability includes all losses resulting from the delay or the failure of an insert, stand or sponsorship to appear on the date(s) specified in any order, from the delay or failure of any event to occur, or from the discontinuance of any event.
6.6.3 Subject to clause 13, the Exhibitor’s total liability to the Organiser in respect of all other losses arising under or in connection with the contract between the Organiser and the Exhibitor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by the Exhibitor under the contract.
6.6.4 The Exhibitor will indemnify the Organiser against any losses, costs, expenses and damage (whether direct or consequential) including without limitation, any economic loss or other loss of profits or goodwill incurred by the Organiser in connection with the insert, stand or sponsorship as a result of a breach or alleged breach of any warranty hereunder.
6.6.5 Series discounts apply only to orders placed in advance and completed within one year of the first event. If the Exhibitor cancels the balance of a series all unearned series discounts will be surcharged. The Organiser reserves the right to surcharge in the event of bookings not being completed within the contractual period.
6.7 Materials
6.7.1 Where the Exhibitor has booked an insert, the Exhibitor will remain liable for full payment if the inserts are not delivered to the Organiser at the agreed time and place for approval and insertion. If the insert, when delivered, exceeds the agreed weight the Organiser retains the right to charge extra costs arising from this weight increase to the Exhibitor.
6.7.2 Materials and information must be supplied by the Exhibitor by the deadlines specified by the Organiser for each event. In the event of materials or information not being received by the deadline, the Organiser reserves the right (a) to use information held from a previous event or otherwise to determine the materials to be used; (b) to not use any materials and still charge the Exhibitor the full amount due for the space booked; and (c) to charge the Exhibitor for any extra costs directly incurred by the Organiser as a result of late provision of materials.
6.7.3 Proofs sent to the Exhibitor for correction, which are not received back by the Organiser by the relevant deadline, will be assumed to be correct.
6.7.4 Materials must conform strictly to the Organiser’s requirements and any additional work required by the Organiser to ensure materials meet set requirements involved will be charged for including the cost of making duplicate films or any necessary reprographic, origination or colour processing work.
6.8 Preparing and Removing the Exhibition Stand
6.8.1 The Exhibitor, its servants, agents, employees and contractors may enter the exhibition area for the purpose of erecting and preparing its exhibits [one day before] the event, or as shall be agreed by the Organiser in writing.
6.8.2 All exhibition stands must be completely removed during the [3 hours following the event OR by 5pm on the day after the event], or as otherwise agreed between the Organiser in writing. The Organiser may remove any property left by the Exhibitor at the event after the said time and the costs of such removal shall be paid by the Exhibitor on demand.
6.9 Insurance of Exhibits
6.9.1 The Exhibitor shall be responsible for the insurance of all stands and other exhibition materials.
6.9.2 The Organiser does not accept responsibility for any loss or damage from any cause whatever, in respect of any property brought to the Exhibition premises by the Exhibitor or its servants, agents, sub-contractors or any other persons.
6.10 Intellectual Property
6.10.1 For the purpose of these terms and conditions, ‘Intellectual Property Rights’ means copyright and related rights, trade marks, business names, design rights, copyright, internet 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.
6.10.2 The Exhibitor warrants that it owns the Intellectual Property Rights in the materials submitted by the Exhibitor to the Organiser and grants the Organiser a non-exclusive license to use the these materials and any relating copyright, as well as the Exhibitor’s trademarks and/or business names in the inserts, publications, marketing literature and on the Organiser’s website for the sole purpose of the event.
6.11 Communications
6.11.1 Any notice or other communication given to a party under or in connection with the contract between the Organiser and the Exhibitor 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.
6.11.2 A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the party’s address referred to in clause 29; (b) 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; (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, (d) if sent by by fax or e-mail, one Business Day after transmission.
6.11.3 The provisions of clauses 29 and 30 shall not apply to the service of any proceedings or other documents in any legal action.
6.12 General
6.12.1 Failure by the Organiser to insist upon strict performance by the Exhibitor of any of these Terms and Conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Exhibitor under these Terms and Conditions.
6.12.2 These Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales and the Organiser and Exhibitor hereby agree to submit to the exclusive jurisdiction of the English courts regarding matters in relation to these Terms and Conditions.
6.12.3 The Exhibitor shall not assign or transfer its rights or obligations under the contract between the Organiser and the Exhibitor (or any part), without the prior written consent of the Organiser.
6.13.4 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
6.13.5 These Terms and Conditions are governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
6.13.6 Nothing in these Terms and Conditions 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.
6.13.7 All third party rights are excluded and no third party shall have any right to enforce any of these Terms and Conditions. This shall not apply to members of the Organiser’s group from time to time who shall, subject to the Organiser’s consent, have the right to enforce the Organiser’s rights as if they were the Organiser.
6.13.8 The Organiser may modify these Terms and Conditions from time to time and any modifications will become binding on the Exhibitor when the Organiser has given notice.
Section B: Terms and Conditions For Optimus Awards
These Terms and Conditions (“Terms”) must be read in conjunction with the Agreements entitled Agreement for Leading Parent Partnership Award Services, Agreement for Best Practice Teaching Assistants Award Services, Agreement for SEND Inclusion Award Services, Agreement for Wellbeing Award for Schools, Agreement for Excellence in Pupil Development Award and Agreement for Effective School Governance Award.
2.1 In these Terms, unless the context requires otherwise, the following expressions have the following meanings:
2.2 “Agreement” means Agreement for Leading Parent Partnership Award Services, Agreement for Best Practice Teaching Assistants Award Services, Agreement for SEND Inclusion Award Services, Agreement for Wellbeing Award for Schools, Agreement for Effective School Governance Award and Agreement for Excellence in Pupil Development Award;
2.3 “Authorised User” means every member of staff currently employed by the Licensee;
2.4 “Award” means Leading Parent Partnership Award (LPPA), or (Best Practice with Teaching Assistants Award (BPTAA), or Send Inclusion Award Services (SENDIA), Wellbeing Award for Schools (WAS), Effective School Governance Award (ESGA) or Excellence in Pupil Development Award (EPDA);
2.5 “Award Approach” means achievement of the Award using the different specified approaches (Adviser-led or School-led);
2.6 “Award Certificate” means the certificate granted to the Licensee once it has achieved the required Award standard under the Agreement;
2.7 “Awards Framework” means the objectives and key performance indicators which are a part of each Award;
2.8 “Commencement Date”: the date upon which the Agreement is signed;
2.9 “E-portfolio” means the online tool provided by the Licensor allowing the Licensee to upload material to the awardplace servers;
2.10 “Generated Reports” means the reports which are generated by the Self-evaluation Tool from information which has been inputted on the website by the Licensee;
2.11 “Licensee” means the School or Institution;
2.12 “Licensed Material” means the material available for access on the Internet at the URL http://www.awardplace.co.uk, or derivatives thereof, from time to time (as may be amended) together with any additional material that the Licensor makes available to the Licensee online, including, but not limited to, E-portfolio, Self-evaluation Tool, Stakeholder Evaluations Tool and the report-generating mechanism, Forms and Templates;
2.13 “Licensor” means Prospects Services, Optimus Education, Collar Factory, 112 Augustine Street, Taunton, TA1 1QN, United Kingdom;
2.14 “Product” means the Awards Framework, guidance, templates, forms, Self-evaluation Tool, E-portfolio, and any other product contained in the Agreement;
2.15 ”Self-evaluation Tool” means the online service provided by the Licensor allowing users to evaluate their current School provision as against the desired Award framework, and generate a report showing the results thereof;
2.16 “Term” means the Term of the Agreement;
2.17 “Website” means www.awardplace.co.uk.
The Agreement commences upon payment of the Fee by the Licensee thereunder. The Licensee shall then have access to the Licensed Material in accordance with the terms hereunder and the Agreement.
4.1 Subject to the Licensor entering into the Agreement with the Licensor, the Licensor grants to the Licensee for the Term the following nonexclusive rights, to:
4.1.1 access and permit Authorised users to access at any time the Licensor’s awardplace-linked servers, for the purposes of achieving its obligations under the Agreement;
4.1.2 permit Authorised Users to print and/or download individual forms and the Generated Reports from the Licensed Material.
4.2 The Licensee may not assign, sub-license, transfer, charge or otherwise dispose of its rights hereunder without the prior written consent of the Licensor.
4.2.1 Title to, and ownership of, all intellectual property existing in the Licensed Material and Product, particularly in the Forms and Templates (including any copies of Licensed Material made by the Licensee) is not transferred to the Licensee and belong to and remain vested in, the Licensor, subject to the rights granted in Clause 4.1. The Licensee acknowledges that any rights not expressly granted in this Licence are reserved by the Licensor.
4.3 Ownership of any content uploaded to the Website (in which the Licensee holds Intellectual Property Rights) which the Licensee has uploaded to the Licensor’s servers is retained by the Licensee. The Licensee grants to the Licensor a non-assignable, royalty-free, non-exclusive License (the “Institution Licence”) to access and use the content uploaded by the Licensee including the Generated Reports, for the purposes of evaluating the information contained therein, in order to improve the Award process and to promote achievements in the Award (on an anonymous basis) to other institutions.
4.3.1 Intellectual Property Rights” means all intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trade marks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;
5.1 Except as expressly permitted in Clause 4.1, the Licensee warrants that it will not, nor will it license or permit others to, directly or indirectly, without the Licensor’s prior written consent:
5.1.1 reveal its password to anyone other than an Authorised User;
5.1.2 re-sell, distribute, forward, rent or lease the Licensed Material product or any part of it for any purpose otherwise than as permitted herein;
5.2 make the Licensed Material, any element of it, or weblinks created by the URL Generator, available by any means to persons other than Authorised Users;
5.3 make the Licensed Material, or any element of it, available on, or by, electronic bulletin boards, news groups, Web sites, FTP or any other means of posting or transmitting material on the Internet, an on-line service or wide area network, except with the written permission of the Licensor;
5.4 remove or obscure the Licensor’s copyright notice from the Licensed Material including hard-copy print-outs;
5.5 use the Licensed Material, to create any derivative work, product or service, or merge the Licensed Material with any other product, database, or service, excepting use within the Licensee’s virtual learning environment or institutional intranet;
5.6 copy any part of the Licensed Material, except where permitted herein, or for back-up purposes;
5.7 reverse engineer, decompile or disassemble the Licensed Material or convert it into any other format or medium; and
5.8 make changes to the content of any Licensed Material except where the Licensor expressly allows the Licensee to do so, and then only to the extent permitted; and bypass, modify, defeat or circumvent security features that protect the Licensed Material
5.10 undertake any activity which may have a damaging effect on the Licensor’s ability to enter into agreements with other institutions;
5.11 upload or share any material via E-portfolio which is, in whole or in part, pornographic, libellous or obscene, or to which it does not hold the necessary usage rights;
5.12 use E-portfolio to transmit any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; and
5.13 otherwise use the Licensed Material in a manner that would infringe the Licensor’s intellectual property rights contained within it.
5.14 The Licensor reserves the right to remove forthwith, any information which has been uploaded E-portfolio by the Licensee, which the Licensor considers to be in breach of the provisions contained herein.
6.1 The Licence granted hereunder will terminate automatically upon termination of the Agreement, or in accordance with clause 6.6 below.
6.2 These Terms shall commence upon the date of the Agreement.
6.3 The Licensor may register its details upon the Website, however, its awardplace account (“Account”) will only be activated once the Agreement has been signed and returned to the Licensor and payment due thereunder has been received as cleared funds.
6.4 Once the Account has been activated, the Licensee may log in using the e mail received from the Licensor, set a password and begin to access the Licensed Material.
6.5 The Termination provisions of the Agreement apply hereto. If the Licensee achieves the Award and is granted an Award Certificate, it shall continue to have access to the Licensed Material through the Website for the duration of the Award Certificate’s validity.
6.6 Upon expiry of the Award Certificate, in the event that it is not renewed in accordance with the Agreement, the Account shall automatically cease.
6.7 The Licensor may suspend the provision of the Licensed Material to the Licensee with immediate effect on written notice without liability if the Licensee breaches the Terms contained herein, or where the Licensor believes the Licensed Material is being used in a manner that breaches the provisions of these Terms.
6.8 Upon termination of the License, the Licensee agrees to destroy, and will instruct all Authorised Users to destroy, all Licensed Material which does not hold or contain the Licensee’s data, for example blank Forms or Templates, stored on any digital information storage media, including, but not limited to, system servers, hard disks, memory sticks, computers and discs.
7.1 The Licensee will take all reasonable steps to ensure that the Licensed Material is used only in accordance with these Terms and shall inform Authorised Users of the permitted use restrictions and other provisions set out herein.
7.2 The Licensee will notify the Licensor immediately of infringements that come to the Licensee’s notice and the Licensee agrees to co operate with the Licensor as appropriate.
8.1. The Licensor warrants to the Licensee that it has full rights and authority to grant the Licence to the Licensee and that the use by the Licensee of the Licensed Material in accordance with these Terms.
8.2 Nothing in these Terms excludes or limits the Licensor’s liability for death or personal injury arising from its negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
8.3 To the extent permitted by law, the Licensor excludes all conditions, warranties, representations or other terms which may apply to the Website or the Licensed Material, whether express or implied.
8.4 The Licensor shall not be liable to any Authorised User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
8.4.1 use of, or inability to use, the Website and/or the Licensed Material; or
8.4.2 use of, or reliance on any content displayed on the Website and/or in the Licensed Material.
8.5 The Licensor shall not be liable for:
8.5.1 any loss or damage caused by a virus, or other technologically harmful material that may infect the Licensee’s computer equipment, computer programs, data or other proprietary material due to the Licensee’s use of the Website or to the Licensee’s downloading of any content on it, or on any website linked to it.
8.5.2 any failure or malfunction resulting wholly or to any material extent from the Licensee’s negligence, operator error, misuse or abuse of the Licensed Material;
8.5.3 failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Material;
8.5.4 The Licensor assumes no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by the Licensor of those linked websites. The Licensor shall not be liable for any loss or damage that may arise from the Licensee’s use of them.
8.5.5 The Licensor reserves the right to amend, modify, alter or remove any part of the Licensed Material without notice.
9.1 The Licensee is responsible for the provision of and payment for, all hardware, software, network availability and internet connectivity requires to use and/or access E-portfolio.
9.2 The Licensee accepts that the Licensor has no control over such hardware, software and telecommunication services and that the Licensor shall have no liability to the Licensee for the acts or omissions of providers of telecommunication services or for faults in or failures of their apparatus.
9.3 The Licensor is not responsible for any technical support requirements arising from the Licensee’s use of hardware, software and telecommunications services.
9.4 The Licensee is solely responsible for securing and backing up its content.
9.5 If the Licensee is unable to complete the download process due to a file being defective, the Licensor shall replace the download, where possible.
9.6 In the event of a malfunction with E-portfolio, the Licensee shall notify the Licensor as soon as reasonably practicable. The Licensor shall endeavour to resolve the malfunction as soon as reasonably practicable.
10.1 Each party shall keep confidential these terms and conditions and all confidential information that it may acquire in relation to the Product or affairs of the other party. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Conditions. Each party shall ensure that its officers and employees comply with the provisions of this clause.
10.2 The obligations on a party, set out in this clause shall not apply to any information which:
10.2.1 is publicly available or becomes publicly available through no act or omission of that party; or
10.2.2 a party is required to disclose by order of a court of competent jurisdiction.
10.3 The provisions of this clause shall survive any termination of these Conditions for a period of 5 years from termination.
11.1 Neither party shall have any liability under or be deemed to be in breach of these terms and conditions, which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
12.1 The Licensor reserves the right to vary or add to these Conditions from time to time, if necessary, to comply with any applicable laws or as otherwise determined necessary by the Licensor.
12.2 No variation, additions or waiver to these Conditions shall operate to release the Licensee from its obligations under these Terms and Conditions.
13.1 The parties undertake to comply with the provisions of EU General Data Protection Regulations 2018 and any related legislation in so far as the same relates to the provisions of these Conditions.
13.2 The Licensor may share the Licensee’s information with any member of its group, which means its subsidiaries, its ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
13.3 The Licensor would like to, from time to time, contact the Licensee in order to market its other related services. In doing so, the Licensor shall use certain Licensee details, including name, address, institution contact name, e mail address and telephone. If the Licensee wishes to be contacted for this purpose, it may inform the Licensor of this at any time by writing to [email protected].
The Licensee shall not assign, delegate, sub-contract, or otherwise transfer any or all of its rights and obligations under these Conditions.
No failure or delay by the Licensor in exercising any right, power or privilege under these Conditions shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Conditions are cumulative and not exclusive of any rights and remedies provided by law.
If any provision of these 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 Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Conditions.
These terms and conditions shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
18.1 Nothing in these Conditions shall confer on any third party any rights or benefit under the provisions of the Contracts (Rights of Third Party) Act 1999.
18.2 Head Office: Optimus Education, Collar Factory, 112 Augustine Street, Taunton, TA1 1QN, United Kingdom.
Please refer to the Licensor’s full privacy policy.
SECTION C: Terms and Conditions For Optimus Consultancy (Provision of Short Term Consultancy Services to Customers)
1.1 In these Terms and Conditions the following wordings shall have the following meanings:
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
1.1.1 “Confidential Information” means all information relating to or provided by Optimus which is designated as confidential including but not limited to Materials, trade secrets, methodologies, suppliers lists, costs and pricing, unpublished financial information, business plans, marketing data, memoranda papers, letters, emails, any patents, trademarks and service marks, rights in designs, trade, business or domain names, database rights, topography rights, copyrights (including rights in computer software) whether or not registered and including applications for (and the right to apply for) registration of any such thing and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world for the full period of them and all extensions or renewals of them;
1.1.2 “Customer” means the named party which has agreed to purchase the Services from Optimus Consultancy and whose details are set out in the letter attached hereto;
1.1.3 “Data Protection Laws” means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement or supplement any such laws; and
any laws that replace, extend, re-enact, consolidate or amend any of the above;
1.1.4 “Effective Date” means the date as set out in the letter attached hereto;
1.1.5 “Fees” means the Fees as set out in the letter attached hereto;
1.1.6 “Good Industry Practice” means the exercise of that degree of skill, diligence, care, prudence, efficiency and foresight and timelines as would reasonably and ordinarily be expected from a Consultancy within the relevant industry and business sector engaged in the United Kingdom in services equivalent to or comparable with the Services, acting in good faith and with sufficient financial resources to perform the obligations under these Terms and Conditions;
1.1.7 “Intellectual Property Rights” means all intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trademarks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;
1.1.8 “Materials” means all documents (including but not limited to lists of clients or customers or establishments, correspondence, plans, drawings, accounts and other documents of whatsoever nature and all copies of them, whether on paper, computer memory disc or otherwise made) made, compiled or acquired by Optimus Consultancy or provided by Optimus during the provision of the Services and concerning the business, finances or affairs of Optimus, or the client together with any other property of Optimus in Optimus Consultancy’s possession;
1.1.9 “Material Breach” means any breach of clauses 7, 8, 9 and 15 shall be regarded as a Material Breach or in relation to any other obligation under these Terms and Conditions a series of Minor Breaches by either party of its obligations hereunder which adversely, materially and substantially affect the performance or delivery of the Services or otherwise compromise the reputation, integrity or confidentiality of Optimus or any of its subsidiaries or holding companies; or a Minor Breach of a specific obligation in respect of which either party has served two consecutive notices under the terms of these Terms and Conditions concerning the same or similar circumstances from where the other party has failed to remedy that breach under the terms these Terms and Conditions;
1.1.10 “Minor Breach” means a delay or non-performance by either party of its obligations under the terms of this Terms and Conditions as a direct result of the other party’s default which does not materially, adversely or substantially affect the performance or delivery of the Service;
1.1.11 “Optimus Consultancy” means Optimus Education Limited, a company incorporated and registered in England and Wales with company number 05791519, whose registered address is at Collar Factory, 112 Augustine Street, Taunton, TA1 1QN, United Kingdom.
1.1.12 “Personnel” means all employees, officers, staff, other workers, agents and consultants of Optimus Consultancy, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;
1.1.13 “Services” means the Services as set out and to be performed by Optimus Consultancy in the letter attached hereto;
1.1.14 “Term” means the term from the Effective Date to the Termination Date;
1.1.16 “Termination Date” means the date as set out in the letter attached hereto or such earlier date on which these Terms and Conditions is determined in accordance with clause 9 (Termination) of these Terms and Conditions;
1.1.15 “Working Day” means any day (other than a Saturday or Sunday) on which the banks in London are open for business and “Working Days” shall be construed accordingly;
1.1.16 The interpretation and construction of these Terms and Conditions shall be subject to the following provisions: –
2.1 Optimus Consultancy shall perform the Services as requested in writing from time to time and agreed by both parties for the duration of the Term.
2.2 Optimus Consultancy shall take out and maintain all appropriate insurances including professional indemnity and public liability with a reputable insurance company.
2.3 Optimus Consultancy shall comply with all relevant health and safety legislation and shall take all reasonable steps to ensure that the Services are provided in a safe, healthy and supportive environment. Where the services take place on Optimus premises, Optimus shall provide reasonable working conditions and facilities.
2.4 There is no guarantee of any volumes under these Terms and Conditions and the Customer shall not be obliged to engage Optimus Consultancy for any of the Services and Optimus Consultancy shall not be obliged to accept any engagement offered by Customer.
2.5 Optimus Consultancy shall provide Services to Customer on such dates and times to be mutually agreed between the parties.
3.1 Optimus Consultancy shall use reasonable endeavours to perform the Services in accordance with Good Industrial Practice and to meet any estimated dates for performance, but any such dates are indicative only. Time of performance of the Services is not of the essence.
3.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the letter attached hereto.
3.3 Optimus Consultancy may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.1 The Customer shall:
4.1.1 promptly provide to Optimus Consultancy and/or Personnel, access to such premises, information and materials as may be requested in connection with the Services and ensure that all such information and materials are accurate in all material respects;
4.1.2 Where the Services are being undertaken at the Customer’s premises:
4.1.3 The Customer shall provide and/or make available the Customer’s Equipment, free of charge, to the extent that Optimus Consultancy reasonably requires the same in order to be able to perform the Services;
4.1.4 If Optimus Consultancy’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Optimus Consultancy shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.1 In consideration of the Services requested by Customer and delivered by Optimus Consultancy, Customer shall pay the Fees plus value added tax (VAT) if applicable, within 30 days of receipt of a valid invoice, in accordance with these Terms and Conditions and in any event prior to delivery of the Services, by bank credit transfer (BACS).
5.2 No Fees shall be payable to Optimus Consultancy in respect of any period during which Optimus Consultancy does not perform the Services.
6.1 Optimus Consultancy warrants that it shall treat all Confidential Information belonging to Customer as confidential, safeguard it accordingly and only use such Confidential Information for the purpose of the provision of the Services.
6.2 Optimus Consultancy shall take all necessary precautions to ensure that all Confidential Information obtained from Customer is treated as confidential and not disclosed (without prior written approval) or used other than for the purpose of the Services.
6.3 The provisions of clauses 6.1 and 6.2 shall not apply to any information which:
6.3.1 is or has become part of the public domain other than as a result of a breach of the confidentiality under these Terms and Conditions;
6.3.2 cannot reasonably be considered to be confidential; or
6.3.3 is required to be disclosed by law.
6.4 In order to ensure that no unauthorised person gains access to any Confidential Information, or any data obtained in the course of the Services, Optimus Consultancy undertakes to maintain adequate security arrangements.
6.5 Optimus Consultancy will promptly notify Customer of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and keep a record of such breach. Optimus Consultancy shall cooperate with Customer in any investigation that Customer reasonably considers necessary to undertake as a result of a breach.
7.1 The Parties shall each respectively ensure that at all times it complies with the Data Protection Laws.
8.1 Customer acknowledges and agrees that all Intellectual Property Rights or Trademarks of Optimus Consultancy existing as at the Effective Date are and shall remain the exclusive property of Optimus Consultancy.
8.2 All intellectual property conceived or made by Optimus Consultancy in the course of providing the Services shall belong to Optimus Consultancy and Customer hereby assigns and agrees to assign all its interest therein to Optimus Consultancy or its nominee. Customer shall unconditionally and irrevocably waive any moral rights in any copyright works assigned to Optimus Consultancy under these Terms and Conditions and all author rights of a similar kind conferred by the law of any jurisdiction.
8.3 Customer shall not use the Optimus Consultancy name or logos in any advertising, marketing, promotional or referral capacity without the prior written consent from Optimus Consultancy.
9.1 Without prejudice to any other right or remedy it may have, Optimus Consultancy may terminate these Terms and Conditions at any time by notice in writing to take effect immediately if Customer:
9.1.1 in performing its obligations under these Terms and Conditions amounts to a Material Breach;
9.1.2 becomes bankrupt or insolvent or makes any arrangement or composition with or for the benefit of its creditors;
9.1.3 does anything which brings itself, Optimus Consultancy or Optimus Consultancy’ clients into serious disrepute;
9.1.4 infringes the Intellectual Property Rights of another party;
9.1.5 is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which involves dishonesty or which Optimus Consultancy reasonably considers is incompatible with the engagement;
9.1.6 in the reasonable opinion of Optimus Consultancy is negligent or incompetent in the performance of the Services;
9.1.7 acts in a way which is materially averse to the interests of Optimus Consultancy;
9.1.8 is guilty of a serious breach of the rules and regulations as amended from time to time of any regulatory authority relevant to the business of Optimus Consultancy.
9.2 In addition to the rights of termination under any other clauses of these Terms and Conditions, either Party shall be entitled to terminate these Terms and Conditions in respect of all or part of the Services provided under these Terms and Conditions by giving to the other not less than 30 days written notice to that effect without the need to give a reason for termination.
9.3 Any reasonable delay by Optimus Consultancy in exercising such right to terminate after the matter in question comes to the attention of Optimus will not constitute a waiver of it.
9.4 In the event of a termination of these Terms and Conditions in accordance with this clause Optimus Consultancy shall not be liable to make any further payments in respect of the Fees other than for the Services satisfactorily completed prior to the termination of these Terms and Conditions.
9.5 Nothing in this clause shall affect the coming into or continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force upon termination of these Terms and Conditions.
10.1 Termination of these Terms and Conditions shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the parties under this Terms and Conditions.
11.1 Optimus Consultancy warrants and undertakes on a continuing basis throughout the Term of these Terms and Conditions:
11.1.1 has the necessary skills and knowledge to carry out the Services;
11.1.2 will perform the Services for Customer in the capacity of an independent contractor;
11.1.3 will not, in entering into these Terms and Conditions or carrying out the Services be in breach of any terms whether express or implied or any other obligation binding upon it;
11.1.4 will perform the Services in accordance with Good Industry Standards.
11.2 Optimus Consultancy warrants to Customer that, to the best of its knowledge and belief, all Services carried out under this Terms and Conditions Terms and Conditions will not infringe, in whole or in part, any copyright or any other Intellectual Property Rights of any person.
11.3 The Parties represent and warrant to the other that it has the right, power and authority to enter into these Terms and Conditions and grant to the other the rights (if any) contemplated in these Terms and Conditions and to perform its obligations under these Terms and Conditions.
12.1 Optimus Consultancy’s total liability under or in connection with this Terms and Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause and shall not exceed the Fees paid by the Customer for Services in the last 12 months.
12.2 Optimus Consultancy shall not be liable to Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential losses arising out of or in connection with Optimus Consultancy’s adherence or non-adherence to the terms of these Terms and Conditions.
12.3 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence or the negligence of its agents for fraud or fraudulent misrepresentation.
13.1 Optimus Consultancy shall comply fully with current equality-based law notably the Equality Act 2010 and ensure that the services provided are underpinned by equality and diversity principles and accessible and appropriate to meet the needs of equality based groups such as Black and minority ethnic groups, refugee and migrant groups, LGBT community and rural and faith communities.
13.2 Optimus Consultancy strives to ensure that there is no discrimination on the grounds of race, colour, ethnic or national origin, disability, age, gender, sexuality, marital status or any religious affiliations.
14. Bribery and Fraud
14.1 Customer shall not offer or give, or agree to give, to any member, employee or representative of Optimus Consultancy any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Terms and Conditions or for showing or refraining from showing favour or disfavour to any person in relation to this Terms and Conditions. Customer’s attention is drawn to the criminal offences created by the Bribery Act 2010. Any offence by Customer or by anyone acting on its behalf under the Bribery Act 2010 in relation to these Terms and Conditions shall entitle Optimus Consultancy to terminate these Terms and Conditions and recover from Customer the amount of any loss resulting from such termination and/or to recover from Customer the amount of value of any gift, consideration or commission.
14.2 Customer shall notify Optimus Consultancy immediately where it becomes aware of any instance of suspected fraud or financial irregularity in the delivery of these Terms and Conditions.
15.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms and Conditions by negotiations between senior managers of the parties (or any such nominated person by either party) who shall have authority to settle the dispute. Any party may give the other party written notice of any dispute not resolved in the normal course of business and within 10 Working Days after delivery of the said notice, executives of both parties (or nominated person) shall meet at a mutually acceptable time to exchange relevant information and attempt to resolve the dispute.
15.2 If the dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the most current Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure at the time of the dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by CEDR.
15.3 Until the Parties have completed the steps referred to in clauses 15.1 and 15.2, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
16.1 All notices between the parties relating to these Terms and Conditions shall be in writing and shall be delivered personally or sent by first class post or email transmission to the address or email address set out in these Terms and Conditions. If not set out in these Terms and Conditions, details must be notified in writing by one party to the other prior to the commencement of the Services.
16.2 The notice shall be deemed duly served:
16.2.1 in the case of a notice delivered personally, at the time of delivery;
16.2.2 in the case of a notice sent by first class post, 2 clear Working Days after the date of dispatch;
16.2.3 in the case of an email transmission if sent during normal Working hours, on the next following Working Day.
16.3 Each of the parties shall give notice to the other of the change or acquisition of any address or telephone or email at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.
17.1 No failure or delay on the part of Optimus Consultancy hereto to exercise any right or remedy under these Terms and Conditions shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law.
18. Amendment
18.1 No modification, variation or amendment to these Terms and Conditions shall be effective unless such modification, variation or amendment is in writing and has been signed by or on behalf of both parties.
19. Survivorship
19.1 Except as expressly stated to the contrary, Clauses 7, 8, 9, 11 and 12 shall survive termination or expiry of this Terms and Conditions.
20. Assignment
20.1 Neither party shall assign, transfer, sub-contract or in any other manner make over to any third party the benefit or burden of these Terms and Conditions without the prior written consent of the other party.
21. Third party rights
21.1 Except as expressly provided for in clause 21.2, person who is not a Party to these Terms and Conditions shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written Terms and Conditions of both Parties.
21.2 Any Affiliate of Optimus Consultancy shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Terms and Conditions. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
22.1 These Terms and Conditions and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of, or in connection with, the Terms and Conditions, its subject matter or formation (including non-contractual disputes or claims).
The School Training Company, Collar Factory, 112 Augustine Street, Taunton, TA1 1QN, United Kingdom
+44 (0) 1823 792829
[email protected]
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