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1. Interpretation

Definitions:

DeliverablesAll documents, products and materials provided or supplied by Enrich Education in the course of performing the Services in any form.
Enrich EducationEnrich Education Limited (company no. 09321302) whose registered office is at c/o Westvale Primary School, Melverley Road, Kirkby, L32 0RQ.
Intellectual Property RightsAll patents, copyright, trade-marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights in the world.
ServicesThe services to be provided by Enrich Education described in the Contract Details, including any deliverables.
Services Start DateThe day on which Enrich Education is to start provision of the Services, as set out in the Contract Details.
Signature DateThe date on which the Contract has been signed by both parties.

2. Commencement and term

This Contract shall commence on the Signature Date, save in the event that the Services Start Date is an earlier date than the Signature Date, in which case this Contract shall be deemed to have commenced on the Services Start Date. Once this Contract has commenced (or has been deemed to have commenced), it shall continue, unless terminated earlier in accordance with its terms, until the first anniversary of the Services Start Date.

3. Supply of Services

3.1 Enrich Education shall supply the Services to the School from the Services Start Date in accordance with this Contract.

3.2 In supplying the Services, Enrich Education shall:

3.3 Enrich Education shall be entitled to exclude any one or more pupils of the School from provision of the Services on the grounds of their behaviour. Enrich Education shall use its reasonable endeavours to consult with the School regarding such behaviour, but the parties agree that the decision as to whether or not to exclude a pupil shall be at the absolute discretion of Enrich Education.

4. School’s Obligations

4.1 The School shall:

4.2 If Enrich Education’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the School, its agents, subcontractors, consultants or employees, Enrich Education shall be entitled to payment of the Services Price despite any such prevention or delay.

4.3 The person signing this Contract on behalf of the School warrants that they have all requisite power and authority to enter into this Contract on behalf of the School and bind the School to performing its terms.

5. Intellectual Property

5.1 Enrich Education and its licensors shall retain ownership of all Intellectual Property Rights in the Services and the Deliverables.

5.2 Enrich Education grants the School a non-exclusive, royalty-free, licence of the Intellectual Property Rights in the Deliverables for the purpose of receiving and using the Services during the term of this Contract.

6. Services price and payment

6.1 The School shall pay each invoice submitted to it by Enrich Education, on or before the payment date specified in the Contract Details, to a bank account nominated by Enrich Education.

6.2 All amounts payable by the School exclude amounts in respect of value added tax (VAT), which the School shall additionally be liable to pay to Enrich Education at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3 If the School fails to make any payment due to Enrich Education under this Contract by the due date for payment, then:

6.4 All amounts due under this agreement shall be paid by the School to Enrich Education in full, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Limitation of Liability

7.1 Nothing in this Contract shall limit or exclude Enrich Education’s liability for death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors.

7.2 Subject to clause 7.1, Enrich Education shall not be liable to the School, whether in contract, tort (including negligence), or otherwise, arising under or in connection with this agreement for loss of use or corruption of software, data or information, loss of or damage to goodwill and any indirect or consequential loss.

7.3 Subject to clause 7.1, Enrich Education’s total liability to the School, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the amount of the Services Price.

8. Termination

8.1 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:

8.2 Without affecting any other right or remedy available to it, Enrich Education may terminate this Contract with immediate effect by giving written notice to the School if the School fails to pay any amount due under this Contract on the due date for payment and remains in default more than 14 days after that due date.

8.3 On termination of this Contract for whatever reason the School shall immediately pay to Enrich Education all of Enrich Education’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Enrich Education may submit an invoice for the full amount of the Services Price, which shall be payable immediately on receipt. The School agrees that this is reasonable because of the costs and liabilities Enrich Education will have incurred in performing and preparing to perform the Services.

9. General

9.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2 Freedom of Information

9.3 Confidentiality

9.4 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

9.7 Notices. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to Enrich Education at its registered or the School at the address set out in the Contract Details and shall be delivered personally, or sent by pre-paid post.

9.8 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.

9.9 Governing law. This 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 law of England and Wales.

9.10 Jurisdiction. 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 this Contract or its subject matter or formation.

9.11 Insurances. Insurance to be maintained by Enrich Education while providing the services