Privacy policy
This privacy policy applies between you, the User of this Website and FT 2020 (trading as Concept Maths and Reading 4Life), the owner and provider of this Website. FT 2020 takes the privacy of your information very seriously. This privacy policy applies to our use of any and all Data collected by us or provided by you in relation to your use of the Website.
Please read this privacy policy carefully.
Definitions and interpretation
1. In this privacy policy, the following definitions are used:
Data
collectively all information that you submit to FT 2020 via the Website. This definition incorporates, where applicable, the definitions provided in the Data Protection Laws;
Cookies
a small text file placed on your computer by this Website when you visit certain parts of the Website and/or when you use certain features of the Website. Details of the cookies used by this Website are set out in the clause below (Cookies);
Data Protection Laws
any applicable law relating to the processing of personal Data, including but not limited to the Directive 96/46/EC (Data Protection Directive) or the GDPR, and any national implementing laws, regulations and secondary legislation, for as long as the GDPR is effective in the UK;
GDPR
the General Data Protection Regulation (EU) 2016/679;
FT 2020, or us
FT 2020, a company incorporated in England and Wales with registered number 11531361 whose registered office is at 16 Bunstone Hall, Chapel Drive, Kent, DA2 6FJ;
UK and EU Cookie Law
the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011;
User or you
any third party that accesses the Website and is not either (i) employed by FT 2020 and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to FT 2020 and accessing the Website in connection with the provision of such services; and
Website
the website that you are currently using, www.conceptmaths.com, and any sub-domains of this site unless expressly excluded by their own terms and conditions.
2. In this privacy policy, unless the context requires a different interpretation:
a. the singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this privacy policy;
c. a reference to a person includes firms, companies, government entities, trusts and partnerships;
d. "including" is understood to mean "including without limitation";
e. reference to any statutory provision includes any modification or amendment of it;
f. the headings and sub-headings do not form part of this privacy policy.
Scope of this privacy policy
3. This privacy policy applies only to the actions of FT 2020 and Users with respect to this Website. It does not extend to any websites that can be accessed from this Website including, but not limited to, any links we may provide to social media websites.
4. For purposes of the applicable Data Protection Laws, FT 2020 is the "data controller". This means that FT 2020 determines the purposes for which, and the manner in which, your Data is processed.
Data collected
5. We may collect the following Data, which includes personal Data, from you:
a. name;
b. gender;
c. contact Information such as email addresses and telephone numbers;
in each case, in accordance with this privacy policy.
How we collect Data
6. We collect Data in the following ways:
a. data is given to us by you;
b. data is received from other sources; and
c. data is collected automatically.
Data that is given to us by you
7. FT 2020 will collect your Data in a number of ways, for example:
a. when you contact us through the Website, by telephone, post, e-mail or through any other means;
b. when you make payments to us, through this Website or otherwise;
c. when you elect to receive marketing communications from us; and
d. when you use our services;
in each case, in accordance with this privacy policy.
Data that is received from third parties
8. FT 2020 will receive Data about you from the following third parties:
Data that is collected automatically
9. To the extent that you access the Website, we will collect your Data automatically, for example:
a. we automatically collect some information about your visit to the Website. This information helps us to make improvements to Website content and navigation, and includes your IP address, the date, times and frequency with which you access the Website and the way you use and interact with its content.
b. we will collect your Data automatically via cookies, in line with the cookie settings on your browser. For more information about cookies, and how we use them on the Website, see the section below, headed "Cookies".
Our use of Data
10. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Website. Specifically, Data may be used by us for the following reasons:
a. internal record keeping;
b. transmission by email of marketing materials that may be of interest to you;
c. contact for market research purposes which may be done using email, telephone, fax or mail. Such information may be used to customise or update the Website;
in each case, in accordance with this privacy policy.
11. We may use your Data for the above purposes if we deem it necessary to do so for our legitimate interests. If you are not satisfied with this, you have the right to object in certain circumstances (see the section headed "Your rights" below).
12. For the delivery of direct marketing to you via e-mail, we'll need your consent, whether via an opt-in or soft-opt-in:
a. soft opt-in consent is a specific type of consent which applies when you have previously engaged with us (for example, you contact us to ask us for more details about a particular product/service, and we are marketing similar products/services). Under "soft opt-in" consent, we will take your consent as given unless you opt-out.
b. for other types of e-marketing, we are required to obtain your explicit consent; that is, you need to take positive and affirmative action when consenting by, for example, checking a tick box that we'll provide.
c. if you are not satisfied about our approach to marketing, you have the right to withdraw consent at any time. To find out how to withdraw your consent, see the section headed "Your rights" below.
Who we share Data with
13. We may share your Data with the following groups of people for the following reasons:
a. third party service providers who provide services to us which require the processing of personal data - to help third party service providers in receipt of any shared data to perform functions on our behalf to help ensure the website runs smoothly;
b. third party payment providers who process payments made over the Website - to enable third party payment providers to process user payments and refunds;
in each case, in accordance with this privacy policy.
Keeping Data secure
14. We will use technical and organisational measures to safeguard your Data, for example:
a. access to your account is controlled by a password and a user name that is unique to you.
b. we store your Data on secure servers.
15. Technical and organisational measures include measures to deal with any suspected data breach. If you suspect any misuse or loss or unauthorised access to your Data, please let us know immediately by contacting us via this e-mail address: admin@conceptmaths.com.
16. If you want detailed information from Get Safe Online on how to protect your information and your computers and devices against fraud, identity theft, viruses and many other online problems, please visit www.getsafeonline.org. Get Safe Online is supported by HM Government and leading businesses.
Data retention
17. Unless a longer retention period is required or permitted by law, we will only hold your Data on our systems for the period necessary to fulfil the purposes outlined in this privacy policy or until you request that the Data be deleted.
18. Even if we delete your Data, it may persist on backup or archival media for legal, tax or regulatory purposes.
Your rights
19. You have the following rights in relation to your Data:
a. Right to access - the right to request (i) copies of the information we hold about you at any time, or (ii) that we modify, update or delete such information. If we provide you with access to the information we hold about you, we will not charge you for this, unless your request is "manifestly unfounded or excessive." Where we are legally permitted to do so, we may refuse your request. If we refuse your request, we will tell you the reasons why.
b. Right to correct - the right to have your Data rectified if it is inaccurate or incomplete.
c. Right to erase - the right to request that we delete or remove your Data from our systems.
d. Right to restrict our use of your Data - the right to "block" us from using your Data or limit the way in which we can use it.
e. Right to data portability - the right to request that we move, copy or transfer your Data.
f. Right to object - the right to object to our use of your Data including where we use it for our legitimate interests.
20. To make enquiries, exercise any of your rights set out above, or withdraw your consent to the processing of your Data (where consent is our legal basis for processing your Data), please contact us via this e-mail address: admin@conceptmaths.com.
21. If you are not satisfied with the way a complaint you make in relation to your Data is handled by us, you may be able to refer your complaint to the relevant data protection authority. For the UK, this is the Information Commissioner's Office (ICO). The ICO's contact details can be found on their website at https://ico.org.uk/.
22. It is important that the Data we hold about you is accurate and current. Please keep us informed if your Data changes during the period for which we hold it.
Links to other websites
23. This Website may, from time to time, provide links to other websites. We have no control over such websites and are not responsible for the content of these websites. This privacy policy does not extend to your use of such websites. You are advised to read the privacy policy or statement of other websites prior to using them.
Changes of business ownership and control
24. FT 2020 may, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of FT 2020. Data provided by Users will, where it is relevant to any part of our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this privacy policy, be permitted to use the Data for the purposes for which it was originally supplied to us.
25. We may also disclose Data to a prospective purchaser of our business or any part of it.
26. In the above instances, we will take steps with the aim of ensuring your privacy is protected.
Cookies
27. This Website may place and access certain Cookies on your computer. FT 2020 uses Cookies to improve your experience of using the Website and to improve our range of products and services. FT 2020 has carefully chosen these Cookies and has taken steps to ensure that your privacy is protected and respected at all times.
28. All Cookies used by this Website are used in accordance with current UK and EU Cookie Law.
29. Before the Website places Cookies on your computer, you will be presented with a message bar requesting your consent to set those Cookies. By giving your consent to the placing of Cookies, you are enabling FT 2020 to provide a better experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of the Website may not function fully or as intended.
30. This Website may place the following Cookies:
Type of Cookie
Strictly necessary cookies
Purpose
These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
31. You can find a list of Cookies that we use in the Cookies Schedule.
32. You can choose to enable or disable Cookies in your internet browser. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser.
33. You can choose to delete Cookies at any time; however you may lose any information that enables you to access the Website more quickly and efficiently including, but not limited to, personalisation settings.
34. It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.
35. For more information generally on cookies, including how to disable them, please refer to aboutcookies.org. You will also find details on how to delete cookies from your computer.
General
36. You may not transfer any of your rights under this privacy policy to any other person. We may transfer our rights under this privacy policy where we reasonably believe your rights will not be affected.
37. If any court or competent authority finds that any provision of this privacy policy (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this privacy policy will not be affected.
38. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
39. This Agreement will be governed by and interpreted according to the law of England and Wales. All disputes arising under the Agreement will be subject to the exclusive jurisdiction of the English and Welsh courts.
Changes to this privacy policy
40. FT 2020 reserves the right to change this privacy policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the privacy policy on your first use of the Website following the alterations.
You may contact FT 2020 by email at admin@conceptmaths.com.
Attribution
41. This privacy policy was created using a document from Rocket Lawyer (https://www.rocketlawyer.co.uk).
Last revised January 14th, 2021
Cookies Schedule
Below is a list of the cookies that we use. We have tried to ensure this is complete and up to date, but if you think that we have missed a cookie or there is any discrepancy, please let us know.
We use the following strictly necessary cookies:
Description of Cookie
Website usage.
Purpose
We use this session cookie to remember you and maintain your session whilst you are using our website.
TERMS AND CONDITIONS
Last revised: December 7th 2024
SUPPLY OF SERVICES AGREEMENT
THIS AGREEMENT is made on the date of last signature (if applicable) below between:
Parties
(1) FT 2020 Ltd a company incorporated in England and Wales with registered number 11531361. The company is currently dormant, but operational under its trading names: Concept Maths and Reading4Life. (Supplier);
(2) Website User and/or any customer established under the terms of their individual Service Level Agreement (made available on request).
(Customer).
AGREEMENT
Meanings
1. In this Agreement, the following words are defined:
Agreement
this agreement for the provision of the Services (as defined below) including any schedules;
Confidential Information
in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
Deliverables
all documents, items, plans, products, goods and materials supplied by the Supplier, including any methodologies, ideas, designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the Supplier or its agents, sub-contractors, consultants and employees in relation to the Services;
Effective Date
the date on which the Agreement is signed by all parties;
Equipment
any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Supplier or its sub-contractors;
Intellectual Property Rights
any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
Services
the services which are set out and described in Schedule 1 of this Agreement, together with any other services which the Supplier provides or agrees to provide to the Customer through the change control procedure set out below (Change Control);
Service Charges
the charges for the Services, which are set out in Schedule 2 of this Agreement;
Service Levels
the service levels, standards or performance targets applicable to the Services, which are set out in Schedule 3 of this Agreement;
Specification
the description or specification for the Services as set out in Schedule 1 of this Agreement or as otherwise agreed between the parties through Change Control;
Working Day
any day other than a Saturday, Sunday or public holiday in England and Wales.
2. In this Agreement, unless the context requires a different interpretation:
a. the singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
c. a reference to a person includes firms, companies, government entities, trusts and partnerships;
d. "including" is understood to mean "including without limitation";
e. reference to any statutory provision includes any modification or amendment of it;
f. the headings and sub-headings do not form part of this Agreement; and
g. "writing" or "written" will include fax and e-mail unless otherwise stated.
Provision of Services
3. The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date and as set out in Schedule 1.
4. The Services will be provided by the Supplier either:
a. on an on-going basis; or
b. in response to each request from the Customer from time to time
as specified in Schedule 1.
5. The Agreement begins on the Effective Date and will continue for 2 months unless terminated earlier by either party under the clause below (Termination).
6. The Supplier shall provide the Services (including any Deliverables) in accordance with the Specification and the Service Levels in all material respects. Time is of the essence for any dates for delivery of the Services under this Agreement, unless specifically stated otherwise in any schedule.
7. The Supplier shall perform the Services with reasonable care and skill, in accordance with:
a. generally recognised commercial practices and standards in the applicable industry; and
b. all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
Customer's Obligations
8. No amendment shall be made to Schedule 1 except on terms agreed in writing by the Parties in accordance with the clause below Change Control.
9. The Customer must:
a. co-operate with the Supplier in all matters relating to the Services;
b. provide, in a timely manner, any Equipment, materials and any information as the Supplier may reasonably require; in the case of Equipment, the Customer shall ensure that it is in good working order and suitable for the purposes for which it is used, and in the case of information, the Customer shall ensure that it is accurate in all material respects;
c. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start;
Defective Services
10. The Supplier shall promptly notify the Customer of:
a. any delays or problems from time to time in the provision of the Services of which the Supplier becomes aware;
b. any circumstances from time to time which may prevent the Supplier from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
c. any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the Customer or which may result in any adverse publicity for the Customer.
11. The Customer shall, without limiting any right or remedy of the Customer, promptly report to the Supplier any defects in the Supplier's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Customer.
12. Where any defect in the provision of the Services is reported to the Supplier by the Customer or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other right or remedy of the Customer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable and give the Customer a credit against the Service Charges calculated in accordance with Schedule 2.
Charges, Payment And Time Records
13. In consideration of the provision of the Services by the Supplier, the Customer shall pay the Service Charges as set out in Schedule 2 which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. Time is of the essence for the payment of the Service Charges.
14. All charges quoted to the Customer are exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate.
15. Where Services are provided on a time and materials basis:
a. the charges payable for the Services shall be calculated in accordance with the Supplier's standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day, worked between 9 am and 5 pm on Working Days and otherwise by arrangement between the parties;
b. the Supplier will ensure that every individual whom it engages in relation to the Services completes time sheets recording time spent on the Services or Deliverables; and
c. the Supplier will invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, accompanied by any relevant receipts for any Equipment, materials and expenses as incurred in accordance with the clause below.
16. Where Services are provided for a fixed price, the total price for the Services is set out in Schedule 2. Upon completion of the Services or when an agreed instalment is due, the Supplier shall invoice the Customer for the charges that are then payable, together with any Equipment, materials and expenses, which have not been expressly included in the fixed price and VAT.
17. Expenses incurred by the Supplier may include: the cost of hotel, subsistence, travelling and any other expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Any expenses in excess of £50 must be pre-approved by the Customer in writing. Such expenses, materials and third party services must be invoiced by the Supplier at cost, together with VAT, which the Supplier will add to its invoices at the appropriate rate.
18. The Customer is required to pay a deposit of £100 (Deposit) within 7 days of placing an order for the Services. If the Customer does not pay the Deposit, the Supplier shall have the right to withhold provision of the Services until the Deposit is received or may terminate in accordance with the clause below (Termination). The Deposit shall be non-refundable unless the Supplier fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Supplier, no refund will be made).
19. The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt (which shall be determined in accordance with the section below (Notices)) to a bank account nominated in writing by the Sub-contractor (the Due Date).
20. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the Due Date:
a. the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Supplier may choose to charge statutory interest due. The Customer shall pay the interest together with the overdue amount; and
b. the Supplier may suspend all Services until payment has been made in full.
21. All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision.
22. The Supplier and the Customer shall pay all amounts due under this Agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
Change control
23. The Customer may at any time during the term of this Agreement request an increase or decrease in the volume of the Services, a change in the Specification, or the addition of new Services (Change Request) by notifying the Supplier in writing of its requirements.
24. The Supplier shall give due consideration to any Change Request from Customer and shall, within 7 Working Days of receiving a Change Request from the Customer:
a. confirm its acceptance of the Change Request, without any further variation to the terms of the Agreement, in which case the parties shall execute a variation to the Agreement as soon as reasonably practicable and the Supplier shall implement the Change Request accordingly; or
b. provide a written proposal for accepting the Change Request, subject to any variation that it reasonably considers necessary to the Services, the Specification or the Service Charges, including any new Services (Change Proposal)agreement date; or
c. if the Supplier believes it is not reasonably practicable to accept the Change Request, with or without any such variation, provide the Customer with a written statement of its reasons for doing so.
25. Any Change Proposal provided by the Supplier under the above clause shall be based on the Service Charges or, if this is not appropriate, shall be a fair and reasonable quotation for the Change Request.
26. The Customer shall give due consideration to the Supplier's Change Proposal under the clause above and shall within 7 Working Days after receipt of the Change Proposal either give the Supplier a written notice accepting the Change Proposal (subject to or without further negotiation) or rejecting the Change Proposal. If the Customer accepts the Change Proposal, the parties shall as soon as reasonably practicable execute a variation to the Agreement and the Supplier shall implement the agreed variation.
27. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, provided that the Supplier gives the Customer reasonable notice of such changes and that such changes do not materially affect the nature/scope of the Services or the Service Charges.
Indemnity
28. The Supplier shall indemnify the Customer against any claim by any other person that the provision of the Services to the Customer in accordance with this Agreement infringes any Intellectual Property Rights of that other person.
Liability and Insurance
29. If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
30. Nothing in this Agreement limits or excludes either party's liability for:
a. death or personal injury caused by its negligence;
b. fraud or fraudulent misrepresentation; or
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
d. any other liability which cannot be limited or excluded by applicable law.
31. Subject to the above clause and the clause above (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of or damage to goodwill;
f. loss of use or corruption of software, data or information;
g. any indirect or consequential loss.
32. Subject to the two proceeding clauses and the clause above (Indemnity), the total liability of the Supplier for any other loss of the Customer in respect of any one event or series of connected events shall not exceed £1000.
33. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
34. During this Agreement, the Supplier and the Customer shall each maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees, in connection with the Services and shall, on either parties' request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.
Confidentiality
35. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
Intellectual Property
36. Subject to the clause below, the Supplier reserves all Intellectual Property Rights (if any) which may subsist in any Deliverables, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such Intellectual Property Rights.
37. The Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
38. If this Agreement is terminated, this licence will automatically terminate.
Data Protection
39. Each party shall comply with its obligations, and may exercise its respective rights and remedies under Schedule 5.
Anti-Bribery
40. The Supplier and its agents, sub-contractors, consultants or employees shall:
a. comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Bribery Laws);
b. not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010;
c. comply with the Customer's Anti-Bribery Policy annexed to this Agreement in the respective Schedule (as updated from time to time) and any relevant industry code related to Anti-Bribery (Bribery Policies);
d. shall have, maintain, and enforce throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Bribery Laws and the Bribery Policies; and
e. promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement.
Non-Solicitation
41. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Services.
Circumstances beyond the control of either party
42. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
43. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
44. The party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
45. The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
46. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under this Agreement.
Termination
47. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
a. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
b. commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied);
c. persistently breaches any term of the Agreement;
d. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
e. is a company over any of whose assets or property a receiver is appointed;
f. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
g. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
h. undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
i. (if an individual) dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.
Consequences of Termination
48. On termination or expiry of this Agreement:
a. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
b. the Customer shall, within a reasonable time, return all of the Supplier's Equipment and any relevant Deliverables remaining the property of the Supplier. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
49. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
50. Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
General
51. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
52. No party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
53. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
54. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
55. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
56. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
57. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
58. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
59. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. Notices:
a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
c. sent by email will be deemed to have been received on the next Working Day after sending.
Governing law and jurisdiction
60. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The need for signatories is not necessary for purposes of using this website.
The parties have signed this Agreement on the date(s) below:
Signed
Paul Rowbotham
Dated:
SCHEDULE 1 SPECIFICATION OF SERVICES
SCHEDULE 2 CHARGES
SCHEDULE 3 SERVICE LEVELS
SCHEDULE 4 ANTI-BRIBERY POLICY
SCHEDULE 5 DATA PROTECTION
PART A
61. For the purposes of this Schedule:
a. Data Protection Laws means any applicable law relating to the processing of Personal Data, as applicable to either party or the Services, including:
i. the Directive 95/46/EC (Data Protection Directive) or the GDPR;
ii. any laws which implement such laws;
iii. any laws that replace, extend, re-enact, consolidate or amend any of the laws stated in (i) and (ii) above;
iv. all guidance, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (whether legally binding or not).
b. GDPR means the General Data Protection Regulation (EU) 2016/679;
c. Protected Data means Personal Data received from or on behalf of the Customer, or obtained in connection with the performance of the Supplier's obligations under the Agreement; and
d. Sub-processor means any agent, subcontractor or any other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.
The terms "Controller", "Data Subject", "International Organisation" "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR.
Compliance with data protection laws
62. The parties agree that the Customer is a Controller and the Supplier is a Processor for the processing of Protected Data pursuant to this Agreement.
63. The Supplier shall, and shall ensure its Sub-Processors and each of the Supplier personnel shall comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services.
64. Nothing in this Agreement relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.
Indemnity
65. Each party shall be liable for and shall indemnify (and keep indemnified) the other against all actions, proceedings, liabilities, costs, claims, losses, expenses, compensation paid to Data Subjects and other reasonable professional costs and expenses suffered or incurred by the indemnified party arising out of or in connection with any breach of the the Data Protection Laws by the indemnifying party, its employees or agents.
Instructions
66. The Supplier shall only process (and shall ensure Supplier personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and the Customer's written instructions. The Supplier will immediately inform the Customer if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.
Security
67. The Supplier shall implement appropriate technical and organisational measures to protect the Protected Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. The technical and organisational security measures which the Supplier shall have in place are set out in Part B to this Schedule.
Sub-processing
68. The Supplier will not permit any processing of Protected Data by any third party (except Supplier personnel that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written permission of the Customer, except (i) as specifically stated in this Schedule, or (ii) where such processing is required by any applicable law, regulation or public authority.
69. The Supplier shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written agreement containing data protection obligations that provide at least the same level of protection for Protected Data as those in this Schedule.
70. The Supplier shall remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own.
71. Where a Sub-processor is engaged by the Supplier, the Supplier shall:
a. carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Protected Data required by this Schedule;
b. remain liable for any breach of this Schedule caused by a Sub-processor; and
c. provide relevant details and a copy of each agreement with a Sub-Processor to the Customer on request.
Assistance
72. The Supplier shall, taking into account the nature of the processing, provide reasonable assistance to the Customer insofar as this is possible, to enable the Customer to respond to requests from a data subject seeking to exercise their rights under Data Protection Laws. In the event that such request is made directly to the Supplier, the Supplier shall promptly inform the Customer of the same.
73. The Supplier shall to the extent required by Data Protection Laws, taking into account the nature of the processing and the information available to the Supplier, provide the Customer with commercially reasonable assistance with data protection impact assessments (as such term is defined in Data Protection Laws) or prior consultations with data protection authorities that the Customer is required to carry out under Data Protection Laws.
Data subject requests
74. The Supplier will record and refer all requests and communications received from Data Subjects or any Supervisory Authority to the Customer which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and will not respond to any without the Customer's express written approval and strictly in accordance with the Customer's instructions unless and to the extent required by law.
International transfers
75. The Supplier will not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the EEA or to any International Organisation without the prior written consent of the Customer.
Audits and records
76. The Supplier will, in accordance with Data Protection Laws, make available to the Customer such information in the Supplier's possession or control as the Customer may reasonably request with a view to demonstrating the Supplier's compliance with the obligations of data processors under Data Protection Laws in relation to its processing of Protected Data.
77. The Customer may exercise its right to audit under Data Protection Laws through the Supplier providing:
a. an audit report not older than 18 months by an independent external auditor demonstrating that the Supplier's technical and organisational measures are in accordance with the Supplier's industry audit standard; and
b. additional information in the Supplier's possession or control to a Supervisory Authority when it requests or requires additional information in relation to the data processing activities carried out by the Supplier under this Schedule.
Breach
78. The Supplier shall promptly (and in any event within 24 hours) notify the Customer if it (or any of its Sub-Processors or the Supplier Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.
79. The Supplier shall promptly (and in any event within 24 hours) provide all information as the Customer requires to report the circumstances referred to in paragraph 19 (above) to a Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
Return/Deletion of Protected Data
80. Upon termination or expiry of the Agreement, the Supplier shall at the Customer's election, promptly (and in any event, within 30 days of the expiry of the Agreement) delete or return to the Customer the Protected Data (including existing copies) in the Supplier's possession by secure file transfer, save to the extent that the Supplier is required by any applicable law to retain some or all of the Protected Data.
81. The Supplier will provide written certification to the Customer that it has fully complied with the section above within 30 days of the expiry of the Agreement.
Survival
82. This Schedule shall survive termination or expiry of the Agreement for any reason.
PART B
Section 1 - Data processing
Processing of the Protected Data by the Supplier under this Schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of Part B.
Subject-matter of processing:
The Supplier's provision of the Services and any related technical support to Customer.
Duration of the processing:
The term plus the period from expiry of the term until return/deletion of all Protected Data by the Supplier in accordance with this Schedule.
Nature and purpose of the processing:
The Supplier will Process Protected Data for the purpose of providing the Services and any related technical support to the Customer in accordance with this Schedule.
Type of Personal Data:
Names, email addresses, physical addresses, phone numbers;
Age, gender and role within educational establishment;
Performance data relating to service provided.
Categories of Data Subjects:
Protected Data will concern the following categories of Data Subjects:
Data Subjects about whom the Supplier collects Protected Data in its provision of the Services; and/or
Data Subjects about whom Protected Data is transferred to the Supplier in connection with the Services by, at the direction of, or on behalf of Customer.
Section 2 - Minimum technical and organisational security measures
Without prejudice to its other obligations, the Supplier shall implement and maintain at least the following technical and organisational security measures to protect the Protected Data:
Encryption.