1. Interpretation

Definitions:

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:

• a) perform the services with reasonable care and skill;
• b) perform the Services in accordance with the service description in the Contract Details and the Service Delivery Schedule attached after these Conditions; and
• c) observe all reasonable health and safety rules and regulations and security requirements that apply at the School’s premises and have been communicated to Enrich Education.

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:

• a) co-operate with Enrich Education in all matters relating to the Services;
• b) provide at no charge access to and facilities at the School’s premises as required by Enrich Education to perform the services;
• c) provide accurately to Enrich Education, in a timely manner, information necessary or desirable for Enrich Education to perform the Services;
• d) comply with all recommendations and guidance published by the Health and Safety Executive on its website from time to time; and
• e) comply with the provisions of General Data Protection Regulations 2016/679 and the Data Protection Act 2018 and obtain all consents necessary for the provision of personal data to Enrich Education by the School to enable Enrich Education to perform the Services.

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.

• a) For school or organisation event days, holiday camps and training courses the following cancellation conditions apply.
  • Up to 28 days’ notice, the school will receive a full refund
  • Up to 14 days’ notice, the school will receive a 50% refund
  • For less than 14 day’s notice the school will be required to pay in full the amount stipulated in the contract or invoice
• b) For schools or organisations signed up to either the School Orienteering and Outdoor Learning Hub or the Children’s University programme, an automatic renewal will take place each year, on the same day and month as the initial sign up. Schools will receive an email from Enrich Education 6 weeks prior to the automatic renewal taking place, to remind them of the date on which their subscription will be renewed. It is the school’s responsibility to opt out of the programme, should they wish to do so, before the renewal date stipulated. If the school fails to opt out before the renewal date, then full payment will be due to 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:

• a) The School shall pay interest on the overdue amount at the rate of 6% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The School shall pay the interest together with the overdue amount; and
• b) Enrich Education may suspend all Services under this or any other contract with the School until payment has been made in full.

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:

• a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
• b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or day to day activities.

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.

• a) Enrich Education reserves the right to suspend or terminate any subscriptions if we feel ‘fair usage’ is being abused. Examples of ‘unfair usage’ include but are not limited to:
  • Sharing log in details with other organisations
  • An unacceptable level/volume of downloading
    
    In these circumstances, Enrich Education reserves the right to withhold any potential refunds

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

• a) Enrich Education acknowledges that the School is subject to the requirements of the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 and shall assist and co-operate with the School to enable the School to comply with its information disclosure obligations.
• b) Enrich Education shall transfer to the School all requests for information that it receives as soon as reasonably practicable and shall not respond directly to a request for information unless authorised to do so by the School. Enrich Education shall provide the School with all information pertaining to the Services which the School reasonably requires in order to respond to a request for information.

9.3 Confidentiality

• a) Each party undertakes that it shall not at any time during this Contract, and for a period of five years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, or pupils of the other party, except as permitted by clause 9.3(b).
• b) Each party may disclose the other party’s confidential information:
  • i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9.3; and
  • ii) to health professionals involved in the care of pupils or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.

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:

• a) waive that or any other right or remedy; or
• b) prevent or restrict the further exercise of that or any other right or remedy.

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

• Public Liability Insurance in the sum of £5,000,000
• Employers Liability Insurance in the sum of £10,000,000