Terms & Conditions
Apprise Education, Reprise Innovation
Definitions:
Additional Charges – means any other costs incurred by Admissions Care as a result of specification variations or the actions or inactions of the Client or its agents for which The Client will reimburse Admissions Care;
Client – means the person or company for whom Admissions Care has agreed to provide the Specified Consultancy Service by these Conditions;
Conditions – means Admissions Care’s standard terms and conditions for the supply of consultancy services set out in this document;
Contract – means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;
Contract Period – means the time to complete the Specified Consultancy Service stated in the Specification.
Document – includes, in addition to a record in writing, any plan, graph, drawing or photograph, film, tape, or other device embodying visual images, any disc, video, flash drive, or other device incorporating any other data;
Fee – means the fee to be paid by the Client to Admissions Care for the Specified Consultancy Service;
Input Material – means any Documents or other materials and any data or additional information provided by the Client to Admissions Care relating to the Specified Consultancy Service;
Key Personnel – means any key Admissions Care personnel named in the Specification;
Output Material – means any Documents or other materials and any data or additional information provided by Admissions Care to the Client relating to the Specified Service;
Parties – means the Client and Admissions Care;
Special and Overriding Terms and Conditions –any additional terms and conditions included in the Specification that is in addition to and overrides these Conditions.
Specification – means the details of the Specified Consultancy Service;
Admissions Care – Registered in England and Wales, Company Number 12266477. The registered office is 80-82 Nelson Street, London, England, E1 2DY.
1. SUPPLY OF THE SPECIFIED CONSULTANCY SERVICE
1.1 Admissions Care shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions, or any Special and Overriding Terms and Conditions must be agreed upon in writing by Admissions Care and the Client.
1.2 No terms or conditions endorsed upon, delivered with, or contained in the order or similar from the Client shall form part of the Contract.
1.3 In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.
1.4 The Specified Consultancy Service shall be provided according to the Specification supplied by Admissions Care and otherwise by Admissions Care’s current brochure or other published literature relating to the Consultancy Services from time to time. These Terms and Conditions.
1.5 Admissions Care may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature, or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.
1.6 Admissions Care may at any time, without notifying, ng the Client makes any changes to the Specified Consultancy Service necessary to comply with any applicable safety or other statutory requirements or do not materially affect the nature or quality of the Specified Service.
1.7 No order submitted by the Client shall be deemed accepted by Admissions Care unless and until confirmed in writing by Admissions Care.
1.8 The Client shall be responsible to Admissions Care for ensuring the accuracy of the terms of any order.
1.9 The Client may cancel no order which Admissions Care has accepted except with the agreement in writing of Admissions Care and on terms that the Client shall indemnify Admissions Care in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Admissions Care as a result of cancellation.
1.10 The Client shall supply Admissions Care with all necessary Input Materials within sufficient time to enable Admissions Care to provide the Specified Consultancy Service in accorbytract. The Client shall ensure the accuracy of all Input Materials.
1.11 The Client shall retain duplicate copies of all Input Material.
1.12 Admissions Care shall have no liability for any loss or damage of Input Material, however, caused.
2. GENERAL DUTIES OF INTERNATIONAL ADMISSION SERVICE
2.1 Admissions Care shall provide the Specified Consultancy Services to the Client professionally with due care and diligence to the best of its abilities.
2.2 Admissions Care accepts no liability for using any information or data provided.
2.3 Admissions Care shall not be restricted in providing similar services to other third parties.
2.4 Admissions Care shall supply the Specified Consultancy Service using the Key Personnel where identified and shall have the right to nominate alternative personnel if any or all of the Key Personnel become unavailable.
3. WORK ON CLIENT’S PREMISES
3.1 Where Admissions Care requires access to the Client’s premises for the performance of the Specified Consultancy Service, the Client shall provide reasonable access and all services necessary to permit Admissions Care to fulfill its obligations under the Contract mutually convenient times.
3.2 Admissions Care will commit no act or omission at the Client’s premises to render the Client liable to any person. Admissions Care shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.
4. FEE OF SERVICES
4.1 The Fee includes the cost of all materials and works undertaken. Expenses shall also be charged to the client, including travel and petrol at 40p mile, unless otherwise expressly stated in the Contract. Educating UK invoices will itemize all costs, including materials and expenses.
4.2 Expenses and travel costs will be itemized on all invoices.
4.3 The Admissions Care will accept no variation in the Fee without its express consent in writing.
5. TERMS OF PAYMENT
5.1 In the event of no special payment terms being agreed upon, payment of the Fee shall be made within 30 days of the Admissions Care invoice for each and all invoices.
5.2 The Client may not withhold payment for any disputed amount more significant than the value of rectifying the disputed element of the Specified Consultancy Service
5.3 If payment is not made on the due date (30 days from the date of the issued Admissions Care invoice), Admissions Care shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3 percent above the base rate from time to time of The City Bank from the due date until the outstanding amount is paid in full.
5.5 If any payment is not received on the due date, Admissions Care reserves the right to cease providing any Service until the payment is received.
6. VARIATIONS AND ADDITIONAL CHARGES
6.1 Admissions Care shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs being incurred by Admissions Care.
6.2 Admissions Care shall give not less than two weeks’ written notice to the Client of its intention to invoice the Additional Charges.
6.3 the Client shall pay Admissions Care’s Additional Charges without any set-off or other deduction within 30 days of the date of Admissions Care’s invoice.
6.5 No variations to the Contract shall be made or binding unless the Parties agree in writing
7. INTELLECTUAL PROPERTY RIGHTS AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL
7.1 Any Background Intellectual Property shall belong to the Party that created it.
7.2 Any Input Material originating from the Client shall belong to the Client.
7.3 All Foreground Intellectual Property shall belong to Admissions Care subject only to the right of the Client to use that intellectual property to utilize the Specified Consultancy Service by way of a non-exclusive license subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.
7.4 Any Output Material shall, unless otherwise agreed in writing between the Client and Admissions Care, belong to Admissions Care, subject only to the right of the Client to use the Output Material to utilize the Specified Consultancy Service by way of a nonexclusive license subject only to payment in full of all sums payable under the Contract.
7.5 Any Input Material or other information provided by the Client designated by the Client shall be kept confidential by Admissions Care. All Output Material or additional information provided by Admissions Care which Admissions Care so designates shall be kept confidential by the Client, except that the preceding shall not apply to any Documents or other materials, data, or other information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become general knowledge through no fault of the other party.
7.6 The Client warrants that any Input Material and its use by Admissions Care to provide riding the Specified Consultancy Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify Admissions Care against any loss, damages, costs expenses, or other claims arising from any such infringement.
7.7 Subject to clause 7.6, Admissions Care warrants that any Output Material and its use by the Client utilizing the Specified Consultancy Service will not infringe the copyright or other rights of any third party, and Admissions Care shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.
8. FORCE MAJEURE
8.1 If either party is affected by Force Majeure, it shall inform the other party in writing of the matters constituting the Force Majeure. It shall keep the party fully informed of the continuance and any circumstances change while such Force Majeure continues.
8.2 Admissions Care shall not be liable for any breach of its obligations resulting from a cause beyond its control, including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. Suppose a default due to these matters shall continue for 60 days. In that case, Admissions Care shall have the right to terminate the Contract without liability to the Client by serving written notice.
8.3 Save as provided foretell, use eight a Force Majeure shall not entitle the Client to terminate this Contract, and neither party shall be in breach of this Contract nor otherwise liable to the other party because of any delay in performance or non-performance of any of its obligations due to a Force Majeure.
9. WARRANTIES AND LIABILITY
9.1 Admissions Care warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible, be by the Specification and at the intervals and within the times referred to in the Specification.
9.2 Where in connection with the provision of the Specified Consultancy Service, Admissions Care supplies any goods or services provided by a third party. Admissions Care does not give any warranty guarantee or other term for their quality fitness for purpose or otherwise. Still, it shall assign the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to the Admissions Care.
9.3 Any claim by the Client of any breach by the Admissions Care of the Contract or these Conditions (including the warranty contained in Clause 91 above, must be notified to the Admissions Care within 30 days of the supply of the Specified Consultancy Service. Suppose the Client does not inform Admissions Care accordingly. In that case, the Client will be deemed to have accepted the Specified Consultancy Service, and Admissions Care shall have no liability for the provision of the Specified Consultancy Service. The Client shall be bound to pay the Price in full. Where the Client has made a valid claim, Admissions Care will, at its sole discretion, either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum merit basis.
9.4 Admissions Care shall have no liability to the Client o any loss, damage, costs, expenses, or other claims for compensation arising from any Input Material or instructions supplied by the Client which is incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
9.5 Except in respect of death or personal injury caused by Admissions Care’s negligence or as expressly provided in these Conditions, Admissions Care shall not be liable to the Client because of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Admissions Care, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of Admissions Care under or in connection with the Contract shall not exceed the amount of EDUCATING UK’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
9.6 Subject as expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. Admissions Care shall not be liable to the Client or be deemed to be in any breach of the Contract because of any delay in performing, or any failure to perform, any of Admissions Care’s obligations about the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.
10. CONFIDENTIALITY
10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are confidential and have been disclosed to the Client by Admissions Care
or its agents and any other personal information concerning Admissions Care’s business or its products which the Client may obtain and the Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same to discharge the Client’s obligations to Admissions Care and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.
11. TERMINATION
11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
11.2 The cost of all and any work completed by the Admissions Care up to the date of termination and any costs incurred by Admissions Care as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to Admissions Care.
12. DATA PROTECTION ACT 1998
12.1 Admissions Care is registered under the Data Protection Act 1998. It will only use personal information to provide the Specified Consultancy Service to the Client outlined in the Contract.
13. GOVERNING LAW
13.1 The construction, validity, and performance of the Contract and these terms and conditions shall be governed and construed by English law.
14. GENERAL
14.1 These Conditions (together with the terms, if any, set out in the Specification and Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding, and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such different address as may at the relevant time have been notified under this provision to the party giving the notice.
14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected.
14.5 When Se Admissions Care provides services as part of a Government-funded scheme, the Client shall keep and make available for audit by Admissions Care’s or Government auditors all records relating to the Services, including any Baseline, Outputs, or Results data provided by the Client until 31st December 2023 or any alternative date supplied in writing by Admissions Care.
