- The Contract:The terms & conditions governing the contractual arrangement between the Topcliffe Primary School (‘The School’) and the Customer, who is being supplied with a learning Activity by the Topcliffe Outdoor Learning Hub’s (the Hub) staff, are specified, where appropriate, in the following documents and any others to which they refer:
these Terms of Business;
the Activity, Parties and Contacts Form;
the Medical and Special Educational Needs Form(s); and
the Additional Terms & Conditions Form.
- Definitions and Interpretations:In this Contract the following words and phrases shall have the meaning indicated:
Activity the learning activity detailed in the Activity, Parties and Contacts Form;
Charges the charges as detailed in the Activity, Parties and Contacts Form
Contract terms & conditions governing the contractual arrangement between the Hub and the Customer specified in the documents listed in paragraph 1.1 above;
Customer the individual or organisation that is being supplied with the learning Activity;
the Hub Topcliffe Outdoor Learning Hub, located at the School;
Parties: the Hub and the Customer;
the School Topcliffe Primary School, Hawkinge Drive, Castle Vale, Birmingham, B35 6BS;
School Day: any day, other than Saturdays, Sundays, English bank or public holidays and days on which pupils do not or are not required to attend Topcliffe Primary School;
- Unless the contrary is indicated within this Contract:
words denoting the masculine shall include the feminine and vice versa;
words in the singular shall include the plural and vice versa;
words denoting individuals shall be treated as including a body of persons corporate or unincorporated;
references to either of the Parties or any other organisation or individual shall include their successors in title;
headings within the Contract are for ease of reference only and do not affect its interpretation;
references to paragraphs, clauses or sections are references to those contained in this Contract; and
references to any law shall include any amendment of that law issued by Parliament, the relevant Secretary of State or the English Courts.
- Commencement and Duration:This Contract shall:
commence with effect from the date on which the the ‘Activity, Parties and Contacts Form’ is completed and signed on behalf of both Parties; and
end on the date agreed by the Parties, in writing, or as required by the terms and conditions of this Contract.
Value Added Tax (VAT):
- Sums payable under this Contract for the supply of services are inclusive of any VAT chargeable on the payment.
Intellectual Property Rights:
- All intellectual property rights generated by this Contract shall, unless otherwise agreed by the Parties, in writing, shall be owned by the School.
- The Parties must maintain appropriate insurance for this arrangement:The School maintains:
public liability insurance in the sum of £10 million per claim; and
employers liability insurance in the sum of £10 million per claim;
The Customer shall maintain the level of public and employers liability insurance that it considers appropriate for the Activity.
- Unless otherwise agreed, in writing, or in this Contract, each Party shall bear its own costs in relation to the preparation, execution and implementation of this Contract.
- Obligations of the Parties:
The School’s Obligations:
- The School will endeavour to ensure that:its employees and contractors, who provide any services in relation to this Contract:
are qualified and experienced to perform the duties asked of them;
have been or are checked in accordance with the Recruitment Procedures;
its staff conduct appropriate risk assessments of the Activity and the involvement of any children or adults with medical or special educational needs;
it books any venue or equipment required for an Activity which is taking place off site, and will notify the Customer of any additional charges that it incurs and must be reimbursed as a result;
- The Customer shall:
pay a deposit of fifty per cent (50%) of the Charges if the booking is made more than twenty one (21) School Days in advance of the Activity;
make payment of the full Charges, or the balance of the Charges where a deposit has been paid, no later than twenty (20) School Days in advance of the Activity;
make payment of any additional charges incurred in booking any venue or equipment required for an Activity which is taking place off site;
inform the School, well in advance of the Activity, of any medical or special educational needs that may adversely affect the ability of any child or adult within the group attending the Activity;
ensure that any staff and volunteers it permits to form part of the group attending the Activity have been checked in line with the School’s safeguarding policy and are able to perform the duties being asked of them during the Activity;
be responsible for supervising and maintaining the good behaviour of the individuals within its group during the Activity;
comply with the the reasonable instructions of the School’s staff during the Activity;
pay the School the Charges in the manner specified in the ‘Activity, Parties and Contacts Form’;
ensure that the appropriate consent has been obtained in relation to each participant attending the Activity;
- indemnify the School against any and all actions, losses, claims, costs, demands, proceedings and any other legal liability (criminal or civil) that may be brought or made against it because of the Customer’s negligent performance or non-performance of its obligations under this Agreement.
The Parties’ Obligations:
- Each Party agrees that it will:
prepare and maintain up to date records regarding the Contract and, insofar as commercial privilege and the law allows, permit the other to inspect the records associated with this Contract;
keep the other informed of any and all circumstances and events that may affect the School’s ability to deliver the Activity; and
co-operate with the other to comply with the terms and conditions of this Contract and act fairly and in good faith to enable the other to discharge its duties.
- Policies & Procedures:During the Activity the Parties shall comply with the principles and procedures detailed in the following procedures of the School:
the equality policy;
the health & safety policy;
the safeguarding policy; and
- If either Party has any health & safety or safeguarding concerns in relation to the Activity or someone attending the Activity they must report them to the most senior appropriate member of the School’s staff in attendance.
If any dispute arises between the Parties in relation to this Contract, then either Party may request that the other participates in a meeting of their respective nominated representatives, in order to discuss the dispute and to agree a strategy to resolve it.
The Parties shall then liaise in good faith to arrange and implement the meeting within ten (10) School Days and shall exchange statements at least three (3) clear School Days prior to the date of the meeting, setting out their respective views of the issues, which are in dispute.
If the Parties:
agree how to resolve their dispute, they shall record the terms of that agreement, in writing, and shall sign the same; the signed document shall then be appended to this Contract and become legally binding;
do not agree, within twenty (20) School Days of said meeting, how to resolve their dispute either Party may give notice to terminate the Contract in accordance with clause 9 below.
- Variation and Cancellation
Should the Customer wish to alter, amend or otherwise vary their booking the School will not unreasonably withhold their consent to such a variation providing that the Customer makes payment of any additional charges which may be incurred. If the Activity is varied, it may be necessary for the Customer to sign a new Activity, Parties and Contacts Form.
- In the event that the Customer does not notify the School of a proposed variation at least ten (10) School Days in advance of the Activity, the School shall be entitled to retain any Charges which may otherwise be due to be repaid by virtue of the variation.
- The School shall be entitled to postpone, cancel or change activities or venues without notice, but will take all reasonable steps to ensure that this does not become necessary. In the event that cancellation is unavoidable, the School will offer either a full refund or an alternative booking date.
- Should the Customer wish to cancel the Contract, notice must be given to the School in writing at least ten (10) School Days in advance of the Activity. If the Activity is cancelled in accordance with this clause the following will apply:
- If the notice of cancellation is received more than ten (10) School Days in advance of the Activity the Charges will be refunded to the Customer in full.
- If the notice of cancellation is received between five (5) and ten (10) School Days in advance of the Activity 50% of the Charges will be refunded to the Customer
- If the notice of cancellation is received less than five (5) School Days in advance of the Activity no refund shall be provided to the Customer.
- Termination of the Contract:
- Either Party shall be entitled to terminate this Contract with notice, if they give the other Party at least ten (10) School Days written notice of their intention to terminate the Contract.
- The School may terminate this Contract with immediate effect, if the Customer:
is in breach of any obligation under this Contract which cannot be remedied within a reasonable period;
undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988; or
becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Customer or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action to any of the actions detailed in this clause, in consequence of debt in any jurisdiction.
- The exercise of the termination rights in this Contract by either of the Parties shall be without prejudice to any other rights or remedies to which either of the Parties may be entitled in respect of anything previously done or suffered.
- Neither Party shall be considered to be in breach of this Contract or under any liability whatsoever for non-performance, part performance, defective performance or delay in the performance of services supplied or to be supplied by its employees, agents or sub-contractors hereunder, where that breach is directly or indirectly caused by or is a result of force majeure.
Consequences of Termination:
- If this Contract is terminated in its entirety, then:
with effect from the date of termination the School shall cease any ongoing services under this Contract to the Customer;
the School will reimburse the proportion of the fee that has already been paid or the Customer shall pay the School the remainder of the fee due, in line with clauses 5.2 and 8.4.
Law and Jurisdiction:
- This Contract shall be governed by and construed in accordance with English law and shall be subject to the jurisdiction of the English courts.
- Each Party shall ensure that they, and those in their employ and under their control, comply with the law, whether provided any statutes, bye-laws, instruments, orders or regulations, when performing the obligations detailed within the terms and conditions of this Contract.
- If at any time any of the provisions of this Contract becomes illegal, invalid or unenforceable in any respect under any law or regulation of any jurisdiction, neither the legality, validity, nor enforceability of the remaining provisions of this Contract shall be in any way affected or impaired.
- All written correspondence, notices, demands or communications that are required or must be served under this Contract shall be
delivered by hand, first class post, recorded delivery post, facsimile transmission or email;
treated as received by the intended recipient on the next Working Day, provided that it is correctly addressed; and
addressed to the Party at the address specified the ‘Parties and Contacts Form’ or to such other address as shall be notified to a Party, in writing, for the purposes of this clause.
Status of the Parties:
- Neither Party is or intended to be the agent or partner of the other Party and neither Party shall hold itself out as the agent for or partner of the other Party, nor have any power to bind the other Party, unless such other Party shall agree in writing.
Third Party Rights:
- Anyone who is not party to this Contract is not intended to have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
- Neither Party may assign or dispose of their interest in this Contract except:
as may be required under this Contract;
with the written agreement of the other Party, such agreement not to be unreasonably be withheld; or
notwithstanding the foregoing, the Party is assigning the Contract to a successor body.
Prevention of Fraud and Corruption:
- Neither Party, nor its employees or those in its control, shall offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Contract or for showing or refraining from showing favour or disfavour to any person in relation to the Contract.
- The Customer shall take all reasonable steps, in accordance with good practice, to prevent fraud by its employees, shareholders, members and directors in connection with this Contract and shall notify the School immediately if it has reason to suspect that any fraud, corruption or any breach of the law, such as the Bribery Act 2010, has occurred or is occurring or is likely to occur.
- The terms and conditions of this Contract shall continue to have full effect, so far as they remain to be observed or performed.
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