WOODLANDS EDUCATION CONSULTANCY LIMITED T/A WOODLANDS EDUCATION & WELLBEING STANDARD TERMS & CONDITIONS FOR THE SUPPLY OF SERVICES AS AT 3 NOVEMBER 2020
1. INTRODUCTION AND INTERPRETATION
1.1 These Conditions apply to any services that Woodlands Education Consultancy Limited t/a Woodlands Education & Wellbeing, a company registered in England and Wales with registered number 11699390 and with registered address 36 Cottams Meadow, SY10 9FH, United Kingdom (“Woodlands”; “we”, “us” or “our”) provides in relation to a student, including but not limited to: advisory/assessment services and coaching/teaching support services.
1.2 In these Terms the following expressions have the following meanings:
“Conditions” means these terms and conditions as amended from time to time in accordance with Clause 13.6.
“Contract” means a contract between Woodlands and you for the supply of Services which incorporates these Conditions and the relevant Quotation, Order and Specification.
“Data Protection Laws” means
any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation; and
for so long as and to the extent that the law of the European Union has legal effect in the UK the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any other directly applicable European Union regulation relating to privacy.
“Fees” means the fees payable by you for the supply of Services in accordance with Clause 6.
“Location” means the location where the Services will be provided.
“Order” means any order by you for the supply of Services, as set out in your written acceptance (without modification) of a Quotation.
“Personal Data” means any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to (i) an identifier such as a name, an identification number, location data or an online identifier; and/or (ii) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.
“Quotation” means any written proposal of work/charges provided by Woodlands to you.
“Services” means the services to be provided by Woodlands to you in relation to the Student, as set out in the relevant Specification.
“Specification” means the description or specification of the Services provided in writing by Woodlands to you as set out or referred to in the Quotation.
“Student” means the student in relation to which the Services are provided.
1.3 When we use the words “writing” or “written” in these Conditions this includes email.
2. BASIS OF CONTRACT
2.1 A Quotation is only valid for a period of 30 calendar days from the date the Quotation is provided to you.
2.2 The date of an Order (if it is made within 30 calendar days of the relevant Quotation being provided to you) is the point at which a Contract shall come into existence (“Commencement Date”).
2.3 These Conditions apply to and form part of any Contract between Woodlands and you. They supersede any previously issued terms and conditions of purchase or supply.
3. OUR SERVICES
3.1 We will provide the Services:
(a)in accordance with the Specifications in all material respects; and
(b)with reasonable care and skill.
3.2 We may use subcontractors for carrying out any part of the Services and shall be entitled at all times in our absolute discretion to decide which of our employees, agents, consultants or subcontractors shall provide the Services on behalf of Woodlands.
3.3 All tutors are suitably trained and have undergone a Disclosure and Barring Service (“DBS”) check.
3.4 All intellectual property associated with the Services is entirely owned by Woodlands and is protected by international copyright law and applicable national laws. Except as expressly agreed by Woodlands in a separate definitive licence agreement we do not grant any licence under our intellectual property rights to you. This Clause 3.4 shall survive termination of a Contract.
3.5 Any advice and information (including reports) Woodlands provides to you as part of the Services is for your sole use unless we have expressly agreed in writing that a specified third party may rely on our work. Reports will be a true and accurate view of the subject matter as at the date of issue of the report only.
4. YOUR OBLIGATIONS
4.1 You shall:
(a)co-operate with us in all matters relating to the Services;
(b)provide, in a timely manner, such information as we may reasonably require in relation to the Services, and ensure that it is complete and accurate in all material aspects;
(c)where the Location is under your control inform us of all health and safety rules and regulations that apply at the Location;
(d)Where the Services include tuition, ensure that where the Student is under the age of 18 years a responsible adult (other than the tutor) will be present at the Location during the provision of the Services; and
(e)where necessary, obtain all relevant permissions for the Services to take place at the Location.
4.2 If the performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (a “Default”):
(a)we shall, without limiting our other rights and remedies, have the right to suspend performance of the Services until you remedy such Default, and to rely on the Default to relieve us from the performance of any of our obligations to the extent the Default prevents or delays the performance of any of our obligations.;
(b)we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure to perform any of our obligations; and
(c)you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.
5. CANCELLATION OF CONSULTATIONS / ASSESSMENTS / TUITION DATES
5.1 We reserve the right to cancel any pre-booked consultation/assessment/tuition date (whether these are held remotely or at your, Woodlands’ or a third party’s premises) due to unforeseen circumstances (for example illness or unavailability of any of our employees or consultants). If we do, we will offer alternative dates or a full refund for the cancelled consultation/assessment/tuition date.
5.2 If you wish to cancel any pre-booked consultation or assessment then we have the right to apply the following scale of charges:
(a)more than 7 working days’ notice, no charge;
(b)less than 7 working days’ notice, 50% of the Fees; and
(c)less than 2 working days’ notice, 100% of the Fees.
We may, at our sole discretion, agree in writing to rearrange the consultation or assessment and our exercise of this discretion shall in no way give rise to or create any duty to rearrange a future consultation or assessment.
5.3 If you wish to cancel a specific tuition date where the Services include consolidation coaching, teaching support or shadow teaching support you must provide us with at least six weeks’ notice in writing. We may, at our sole discretion, agree in writing to rearrange the tuition date and our exercise of this discretion shall in no way give rise to or create any duty to agree to rearrange a future tuition date.
5.4 All cancellations by you are also subject to a £30 processing fee. We may, at our sole discretion, agree in writing to waive the processing fee in relation to any cancellation by you but no waiver shall be considered as a waiver in relation to any subsequent cancellation.
6.1 In consideration of the provision of the Services by us, you agree to pay the Fees (without any set-off or other deduction and together with Value Added Tax if applicable) by bank transfer into such account as we shall reasonably instruct within seven (7) days of the date of the relevant invoice unless otherwise agreed in writing.
6.2 The relevant Quotation and/or Specification shall specify whether the Fees shall be on a time and materials basis, a fixed price basis or a combination of both. Clause 6.3 shall apply if we provide the Services on a time and materials basis and Clause 6.4 shall apply if we provide the Services for a fixed price. The remainder of this Clause 6 shall apply in either case.
6.3 Where the Fees are calculated on a time and materials basis:
(a)the Fees shall be calculated in accordance with Woodlands’ hourly/daily rates as set out in the relevant Quotation/Specification; and
(b)Woodlands’ hourly/daily fee rates may be amended from time to time by Woodlands giving not less than six weeks’ written notice to you.
6.4 When the Services are provided for a fixed price the total price for those Services shall be the amount(s) set out in the relevant Quotation and/or Specification.
6.5 We shall be entitled to charge you for such travel and other expenses as you have agreed with us in advance in writing.
6.6 Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under a Contract on the due date:
(a)you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%;
(b)we may suspend all or part of the Services until payment has been made in full.
7. DATA PROTECTION
In relation to any Personal Data provided by you to us in connection with the Services, you shall:
(a)ensure that you have all necessary appropriate consents in place to enable lawful transfer of any Personal Data to us for the duration and purposes of the Contract;
(b)ensure that all instructions given by you in respect of such Personal Data shall at all times be in accordance with Data Protection Laws;
(c)indemnify and keep indemnified Woodlands against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to any data subject, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this Clause 7.
7.2 In relation to any Personal Data provided by you to us in connection with the Services, we shall:
(a)only process such Personal Data in accordance with your instructions except where otherwise required by applicable law (and shall inform you of that legal requirement before processing, unless applicable law prevents us doing so);
(b)without prejudice to Clause 7.1, if we believe that any instruction we have received from you is likely to infringe Data Protection Laws, promptly inform you and be entitled to cease to provide the Services until we have agreed with you appropriate amended instructions which are not infringing;
(d)ensure that all our agents, subcontractors, consultants, officers or employees who have access to and/or process such Personal Data are obliged to keep the Personal Data confidential; and
(e)at the end of the provision of the Services, at your option and cost, either return or securely dispose of such Personal Data except to the extent that any applicable law or regulation requires us to store such Personal Data.
8. LIMIT OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 This Clause 8 sets out our entire financial liability (including any liability for the acts or omissions of our employees, officers, agents, consultants and subcontractors) to you in respect of:
(a)any breach of a Contract;
(b)any breach of statutory duty; and
(c)any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from a Contract.
8.3 Nothing in these Conditions limits or excludes our liability for death or personal injury resulting from our negligence, for any damage or liability incurred by you as a result of our fraud or fraudulent misrepresentation or for any matter which it would be illegal for us to exclude or attempt to exclude or limit our liability.
8.4 Subject to Clause 8.3, in no event shall we be liable for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.5 Subject to Clause 8.3, Woodlands’ entire liability under or in connection with a Contract shall not exceed the amount of the Fees paid by you to us for the provision of the Services in any twelve (12) month period prior to the relevant claim arising.
9. FORCE MAJEURE
9.1 We shall not be liable to you or be deemed to be in breach of a Contract by reason of any delay in performing or any failure to perform any of our obligations under the Contract if the delay or failure was due to any circumstances or cause beyond our reasonable control.
9.2 Without prejudice to the generality of the foregoing, circumstances beyond our reasonable control shall include an act of God, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, extreme adverse weather, pandemic, epidemic, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving our employees, agents, consultants or subcontractors or those of a third party).
10.1 A Contract may be terminated:
(a)by you if you are a consumer (as defined in the Consumer Rights Act 2015) and if you provide us with written notice within fourteen (14) days of the Commencement Date;
(b)unless an alternative time period is agreed in writing by the parties, by either party (i.e. either you or us) for any reason upon giving six weeks’ notice in writing to the other;
(c)immediately by either party if the other commits a material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) is not remedied within fifteen (15) days of a written request to remedy the same;
(d)immediately by Woodlands if you fail to make payment of any sums due under a Contract on the due date; or
(e)immediately by either party if the other becomes unable to pay its debts or otherwise suffers an insolvency event.
10.2 On termination of the Contract for any reason:
you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services carried out but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt; and
if you have made any advance payment we shall refund any amounts due to you as soon as possible and in any event within thirty (30) days of termination of the Contract.
10.3 If you are a consumer (as defined in the Consumer Rights Act 2015) and you ask us to commence providing the Services within fourteen (14) days of the Confirmation date, you will be liable to pay us for any Services provided prior to any termination under Clause 10.1(a).
10.4 If we terminate a Contract under Clause 10.1(c), Clause 10.1(d) or Clause 10.1(e), we may furthermore submit an invoice for an amount in lieu of any outstanding minimum period or the relevant applicable notice period.
10.5 Any termination of a Contract pursuant to this Clause 10 shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
11.1 Any notice or other communications to be given under a Contract shall be in writing and may be (i) delivered by hand; (ii) sent by first class prepaid recorded delivery post to the address of the addressee as specified in the Contract (or such other address as the addressee may from time to time have notified in writing for that purpose) or (iii) sent by email to the relevant email address specified in the Contract (or such other email address as the addressee may from time to time have notified in writing for that purpose).
11.2 Communications shall be deemed to be received: (i) if delivered by hand at the time of delivery, (ii) if posted three (3) working days after posting and (iii) if sent by email on receipt of a return email from the other party.
11.3 This Clause 11 does not apply to the service of any proceedings or documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.1 You shall not (except with our prior written consent) during the term of a Contract, and for a period of twelve (12) months thereafter, directly or indirectly, on your own behalf or on behalf of any other person or entity, hire or solicit to hire for employment or consulting or other provision of services, any person who is actively employed or engaged (or in the preceding six months was actively employed or engaged) by us and with whom you have had regular dealings during the twelve (12) months immediately preceding the termination of the Contract. This includes, but is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any person employed or engaged by Woodlands to terminate his or her relationship with Woodlands.
12.2 This Clause 12 shall survive termination of a Contract.
13.1 Entire Agreement: A Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior oral and written agreements, understandings or arrangements between them relating to its subject matter. Each party acknowledges that in entering into a Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
13.2 Waiver: No failure or delay by either party in exercising any of its rights under a Contract shall be deemed to be waiver of that right and no waiver by either party of any breach of a Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 Assignment: You shall not assign, transfer or deal with in any other manner all or any of your rights or obligations under a Contract without our prior written consent. References to you include your personal representatives, permitted origins and successors in title. You warrant your power to enter into a Contract and have obtained all necessary approvals to do so.
13.4 Third Party Rights: Except as expressly provided the parties do not intend any term of a Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Act”) but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
13.5 Severance: If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.5 shall not affect the validity and enforceability of the rest of the Contract.
13.6 Amendments: No amendment or modification to a Contract will be effective or binding unless it is agreed in writing by the parties.
13.7 Survival: All provisions of these Conditions intended to survive or capable of surviving termination of a Contract shall survive the expiry or termination of a Contract and shall remain in full force and effect.
13.8 Authority: Where the Student is under the age of 18 years, you confirm you are the Student’s parent or legal guardian and that you have provided us with all relevant information about the Student (medical conditions, specific educational or welfare needs) which may affect the provision of the Services. You acknowledge that you will need to inform us immediately of any changes to this information.
13.9 Interpretation: In these Conditions, unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate. Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
13.10 Governing Law and Jurisdiction: A Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a Contract or its subject matter or formation.