Policy Date: 03rd February 2024
Review Date: 03rd February 2025
Terms and Conditions
Contents
1. Definitions and Interpretation
2. Engagement
3. Service Description
4. Pricing and Payment
5. Delivery
6. Warranties and Limitation of Liability
7. Client's Responsibilities
8. Software Development
9. Intellectual Property
10. Confidentiality
11. Termination
12. Restrictive Covenants
13. Force Majeure
14. General Provisions
15. Governing Law
16. Communication
17. Amendments
18. Entire Agreement
1. Definitions and Interpretation
1.1 In these terms, the following definitions apply:
"The Company" refers to Ward Education Ltd, with its registered office located at 124 City Road, London, England, EC1V 2NX.
"The Client" denotes the entity specified in the Service Quote or the enrolment form.
"Service Catalogue" is the most recent publication by the Company, outlining available educational programs and qualifications.
"The Quote" signifies the written estimate provided by the Company for the delivery of specific educational services, subject to amendments agreed upon in writing by both parties.
"The Services" encompass the educational courses listed in the Service Catalogue, including tailored programs or consultancy services detailed in the Quote.
"Business Day" means any day other than Saturday, Sunday, or public holidays when banks in England and Wales are open for business.
1.2 In the event of discrepancies between contractual documents, the order of precedence shall be: the Quote, these Terms, and the Service Catalogue.
2. Engagement
Acceptance of a Quote or submission of an enrolment form by the Client constitutes an offer to procure Services under these Terms. A contract is established upon the Company's written acknowledgment of the order. No agreement exists until confirmed in writing by the Company.
3. Service Description
Services are as described in the Quote or Service Catalogue. The Company reserves the right to modify Service details, including content and scheduling, to ensure quality and relevance.
4. Pricing and Payment
The Client commits to paying service fees as outlined in the Quote, plus applicable VAT. Invoices issued upon order confirmation are due within 30 days, barring agreed alternative arrangements. Late payment may result in service suspension and interest charges.
5. Delivery
The Company aims to meet service delivery dates but does not guarantee timelines. Failure to meet such dates does not constitute breach of contract.
6. Warranties and Limitation of Liability
The Company's liability for service breaches is limited to the amount paid by the Client. Liability for intellectual property infringement or damages caused by negligence is expressly disclaimed, except as prohibited by law.
7. Client's Responsibilities
The Client is expected to provide necessary information for service delivery and ensure its accuracy. They must indemnify the Company against losses resulting from the provided information or Client negligence.
8. Software Development
Should service provision include software development, a separate licensing agreement will govern its use, prevailing over these Terms in case of conflict.
9. Intellectual Property
All materials created or used during service provision remain the property of the Company. Unauthorized reproduction or distribution of such materials is prohibited without prior permission.
10. Confidentiality
Both parties agree to treat all exchanged information as confidential and not to disclose it without necessary consent.
11. Termination
The Company may terminate services if the Client breaches contract terms or becomes insolvent. Termination does not affect accrued rights and obligations.
12. Restrictive Covenants
The Client agrees not to solicit or employ the Company's key personnel during and for six months following the termination of the agreement without prior consent.
13. Force Majeure
The Company is not liable for delays or failures in service delivery caused by events beyond its control, including but not limited to natural disasters, strikes, or regulatory changes.
14. General Provisions
Rights and remedies under these Terms are cumulative. If any part of this agreement is deemed invalid, it does not affect the remainder. The Contract is not assignable by the Client without the Company’s consent.
15. Governing Law
These Terms, along with the Quotation and the Company’s standard forms, shall be governed by and construed in accordance with the laws of England and Wales and the laws of Scotland.
The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales and the courts of Scotland for the resolution of any disputes arising from or related to these Terms and Conditions or any contract made under them.
16. Communication
All notices and communications should be addressed as specified in the Quote.
17. Amendments
Any changes to these Terms or the Quote require written agreement from the Company.
18. Entire Agreement
These Terms, along with the Quote or enrolment form, constitute the full agreement between the Company and the Client, superseding all prior arrangements or agreements.