If there is an inconsistency between any of the provisions of this agreement and the provisions of the agreement published in the current Services for Schools Service Guide then the provisions of this agreement shall prevail.
Terms and conditions
“Agreement” means these terms and conditions.
“Annual Subscription Products” means products supplied by the Trust over one financial year 1st April to 31st March or one academic year 1st September to 31st August.
"CPD Course" means any continuing professional development training course offered by the Trust and ordered by the customer
“Customer” means the Customer stated within the Order, Quotation or Proposal as having ordered the Products or Services.
“Invoices” means invoices from the Trust to the Customer for the Price of the Products or Services.
“Order” means a request for Products or Services received by the Trust from the customer.
“Price” means the amount charged by the Trust for the Products or Services specified in the Order, Quotation or Proposal.
“Products or Services” means any products or services ordered by the Customer as contained in any Order, Quotation or Proposal.
“Proposal” means any proposal attached to this Agreement.
“Quotation” means an offer by the Trust for the provision of Products or Services to the Customer and refers to Quotations attached to this Agreement.
“Schedule” means agreed delivery patterns and times for a product.
“Trust” means the Hackney Learning Trust, part of the London Borough of Hackney, Town Hall, Hackney, London, E8 1EA.
2. Products and Services
2.1. The Trust agrees to supply and the Customer agrees to purchase the Products and Services on the terms and conditions set out in this Agreement.
2.2. The Trust will provide the Products and Services to the Customer in accordance with the Order, Quotation or Proposal.
3.1. The Customer agrees to pay the Trust the Price for the Products and Services.
3.2. Invoices shall be payable by the Customer within 30 days of issue. All payments should be made via BACS transfer. Where the Customer wishes to pay by cheque, this should be made payable to the ‘London Borough of Hackney’ and sent to the address on any Invoice.
3.3. The Trust reserves the right to charge interest at a rate of 2% per month calculated on a daily basis from the date payment is due until payment is received.
3.4. If a Customer has paid for Products and Services that the Trust cannot provide, through no fault of the Customer, including some act, failure to act, delay or negligence on the part of the Customer, the delivery of the product will either be delayed, to such time that the Trust can deliver it or the Customer will be refunded or not charged for the Products.
3.5. If a Product or Service has been requested by the Customer without a written order and the customer accepts delivery of the requested Product or Service, this will constitute an Order and the Customer will be subject to these terms and conditions and charged for that Product or Service.
4. Quotations and Proposals
The Customer, by signing the Quotation or Proposal, accepts the Price proposed by the Trust for the Products and Services and shall be bound to pay the Trust that Price.
5. Trust’s Obligations
5.1. The Trust will make every reasonable endeavour to provide the Products and Services in accordance with the Order, Quotation, Proposal and any other specific requirements that have been agreed between the parties in writing.
5.2. Should any revisions to the quotation be required, for example because of a necessary change of specification or price the Trust will advise the customer of these revisions and agree the details of the final order before it is placed.
5.3. Although the Trust cannot be responsible for prices changes from equipment and other third party suppliers, the Trust will make every reasonable endeavour to advise the customer of these changes and the potential impact on their order.
6.1. The Trust shall endeavour to deliver the Products at the time and date and in the manner specified by the Trust or as otherwise agreed with the Customer.
6.2. The Trust shall not be liable for any delay in the delivery of the Products howsoever caused.
6.3. The Products may, by mutual agreement, be delivered in advance of the delivery date quoted on the Order, Quotation or Proposal.
6.4. Annual Subscription Products delivered by The Trust on a financial year basis shall run from 1st April ending 31st March. Annual Subscription Products delivered on an academic year basis shall run from 1st September ending 31st August. Orders for more than one year shall be for multiples of full academic or financial years.
7. Customer’s Obligations
7.1. The Customer shall provide the Trust, in good time, with all necessary information required to perform or provide the Products or Services.
7.2. The Customer will provide the Trust with access to its premises if the Trust reasonably requires it for delivery of the Products or Services.
8. Modifications and Variations
8.1. In exceptional circumstances, the Trust may need to vary the schedule, content or delivery of the Products or Services and will advise the Customer of its intention to do so.
8.2. In some instances, individual Products or Services may have discreet terms and conditions applicable to their particular Product or Service. These shall be in addition to the terms and conditions outlined herein. Should there be any conflict between these terms and conditions and the other terms and conditions then the order of precedence will be as stated in the additional terms and conditions.
9.1. Either party may cancel any or all of the Products or Services contained in the Order, Quotation or Proposal by giving the other 12 week’s written notice. (This Clause 9.1, however, does not apply to Annual I.T. Support Contracts. Such contracts can only be terminated by the Customer for material breach after the Customer has given the Trust a reasonable opportunity to rectify any alleged material breaches).
9.2. If the Customer gives the Trust less than 12 weeks’ notice or cancels part way through delivery of the Products or Services, it may be liable for the full cost of the Product or Service ordered or charged any costs that the Trust incurs as a result of the cancellation, up to the full cost of the Product or Service.
9.3. In the event that the Trust is unable to supply all or any part of the Products, it shall refund the Customer for that part of the Products it cannot deliver.
9.4. If the Trust has scheduled Products or Services to take place on the Customer’s site, and the Customer fails to advise the Trust of any change in the schedule of those who will be receiving the Products or Services within 48 hours before the Service is due to be carried out or the Products been due to be delivered, then those Services or Products shall be deemed to have been delivered and will be charged for by the Trust.
9.5. If delays are caused by the Customer not responding to the Trust with suitable delivery times to enable a delivery to be made, the Trust may extend the time in which delivery of the order can be fulfilled, and if no further action is taken after an extension of time is granted, the Trust may deem the products to have been delivered and charge accordingly.
9.6. If a Party is in breach of a material term of this Agreement and despite written notice from the other Party, fails to remedy such breach within 30 days, then the other Party shall be entitled to terminate this Agreement with immediate effect.
9.7. The Trust may cancel all or part of the Products or Services (and refund a reasonably apportioned percentage of the Price on a quantum meruit basis) if it considers that the usage of the Product or Services exceeds what the Trust considers to be fair use in all the circumstances.
9.8. Where individual CPD Courses are purchased, clauses 9.1, 9.2, 9.3, 9.4 and 9.5 shall not apply.
9.9. If the Customer cannot attend a Course, they shall give no less than 7 days written notice and have the right to defer to another date, subject to availability.
9.10. If the customer does not attend a CPD Course or does not give notice as required by clause 9.9, then the Customer will be liable for the full cost of the course.
10. Non-Employment and Non-Solicitation of Employees
10.1. In order to protect the legitimate business interests of the Trust, the Customer covenants with the Trust that it shall not:
10.1.1. for a period of 4 months from the date of delivery of the Products or end date of the Services (except with the prior written consent of the Trust) employ or engage or otherwise facilitate the employment or engagement of any employee, worker, consultant, associate or other person involved in the delivery of any Products or Services ordered under this Agreement; nor
10.1.2. for a period of 12 months from the date of delivery of the Products or end date of the Services, (except with the prior written consent of the Trust) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the Trust any employee, worker, consultant, associate or other person involved in the delivery of any Products or Services ordered under this Agreement.
10.2. Neither shall the Customer solicit similar Products or Services, as it has in the past received from the Trust, from an employee of the Trust via a private arrangement with that employee.
10.3. If the Customer commits any breach of clauses 10.1, or 10.2 above, it shall, without prejudice to any other rights or remedies of the Trust, on demand, pay to the Trust a sum equal to either three months’ basic salary payable by the Trust to that employee or worker, or five times the Price for the Product or Services in the case of a consultant or associate plus the recruitment costs incurred by the Trust in replacing such person.
10.4. To help the Trust safeguard its intellectual property, the Customer shall immediately inform the Trust should they be approached by former Trust employees offering to provide Products or Services which the Trust provides.
11.1. The Parties shall keep confidential all information pertaining to the Products and Services and this Agreement, unless otherwise agreed.
11.2. All information processed under this Agreement shall be dealt with in accordance with the Trust’s information sharing guidance, the common law duty of confidentiality, any guidance from the Information Commissioner’s Office on information sharing, the Data Protection Act 1998 and the Freedom of Information Act 2000.
12. Health and Safety
The Trust and any of its personnel shall, when using the Customer's premises or facilities, comply with the Customer’s policies and procedures relating to security and workplace health and safety.
13. Copyright and Intellectual Property
13.1. Copyright in all reports, documents and the like produced by the Trust in the performance or provision of the Products or Services shall remain vested with the Trust, but the Trust shall grant an irrevocable, royalty free license to the Customer to use such Goods, reports, documents and the like for the specific purpose of the Products or Services.
13.2. Products or Services may only be reproduced for non-commercial or training purposes on condition that the Product or Service has been purchased by the school, organisation or individual using it or because that school, organisation or individual has been authorised in writing to use this material by the Trust. For the avoidance of doubt, Products or Services may not be passed-on, resold, amended or delivered to third parties (either for commercial or non-commercial purposes) who have neither purchased the Product or Service from the Trust nor had the Trust’s permission to use it.
14. Dispute Resolution
14.1. Concerns relating to the Products or Services provided under this Agreement should be raised in writing in the first instance with the service contact person at the Trust, whose details can be found in the services for schools brochure or on our website www.hackneyservicesforschools.co.uk
14.2. If the Customer’s concern is not resolved it shall be escalated to the Traded Services Team at firstname.lastname@example.org. The Traded Services team will work with colleagues including the trust’s senior leadership team to resolve the concern as soon as possible.
14.3. Where disputes arise that cannot be settled within the above resolution process, an option for referral to the Centre for Dispute Resolution may be considered. In this case, the decision shall be final and binding on the parties.
15. Limitation of liability
15.1. The Trust will provide and/or perform the Products and Services for the Customer with reasonable skill and care and acknowledges that it may be liable to the Customer for any losses, damages, costs or expenses (“Losses”) if a breach of the duty of care, wilful default or dishonesty is established.
15.2. The Trust will maintain insurance coverage at a level commensurate with an organisation of the Trust’s size and risk profile, and include cover for employer’s liability and professional indemnity.
15.3. The aggregate liability of the Trust, whether to the Customer or to any third party, in contract, tort or otherwise, for any Losses arising from or in any way connected with the Products shall be limited to ten (10) times the contract value, or £100,000, whichever is lesser.
15.4. However, the Trust will not be liable if such Losses are due to the Customer providing false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than an employee of the Trust.
15.5. The Trust’s liability, whether to the Customer or any third party, in contract, tort, under statute or otherwise shall exclude any indirect or consequential loss or damage (including loss of profits) suffered by the Customer or any third party arising from or in connection with the Products or Services being provided.
16.1. This Agreement constitutes the whole understanding between the parties and supersedes any prior discussions, negotiations, arrangements or agreements between the parties in relation to the Products or Services.
16.2. The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation in force of the remainder of this Agreement.
16.3. The rights granted to either party under this Agreement shall not be waived except in writing. Any waiver of any of such rights or of any breach of this Agreement by either party shall not be construed as a waiver of any other rights or of any other or further breach.
16.4. Failure by either party to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
16.5. The section headings contained in this Agreement are for convenience purposes only and shall not affect the interpretation of this Agreement.
16.6. Nothing in this Agreement confers or purports to confer any right pursuant to the Contracts (Right of Third Parties) Act 1999 or otherwise to enforce any of its terms on any person who is not a party to it.
16.7. This Agreement shall be governed and construed in accordance with the laws of England and Wales.
16.8. All prices listed are correct at the time of publishing, however the Trust reserves the right to amend prices from time to time.