Important note
If there is an inconsistency between any of the provisions of this agreement and the provisions of the agreement published in the current Services for Schools Service Guide then the provisions of this agreement shall prevail.
Terms and conditions
1. Definitions
“Agreement” means these terms and conditions.
“Annual Subscription Products” means products supplied by H.E over one financial year 1 April to 31 March or one academic year 1 September to 31 August.
"CPD Course" means any continuing professional development training course offered by H.E and ordered by the customer
“Customer” means the school, academy or institution stated within the Order, Quotation or Proposal as having ordered the Products or Services.
“Invoices” means invoices from H.E to the Customer for the Price of the Products or Services.
“Order” means a request for Products or Services received by H.E from the customer.
“Price” means the amount charged by H.E for the Products or Services and/or Annual Subscription Products specified in the Order, Quotation or Proposal.
“Products or Services” means any products or services ordered by the Customer as contained in any Order, Quotation or Proposal.
“Proposal” means the services proposed by H.E for acceptance by the Customer.
“Quotation” means an offer by H.E for the provision of Products or Services to the Customer and refers to Quotations attached to this Agreement.
“Schedule” means agreed delivery patterns and times for a product.
"H.E" means Hackney Education, A department of the London Borough of Hackney, Town Hall, Hackney, London, E8 1EA.
2. Products and Services
2.1. H.E agrees to supply and the Customer agrees to purchase the Products and Services on the terms and conditions set out in this Agreement.
2.2. H.E will provide the Products and Services to the Customer in accordance with the Order, Quotation or Proposal.
2.3. Products or Services supplied by H.E shall be for the benefit of the Customer only. For the sake of clarity, schools, academies or other institutions forming part of a multi-academy trust or other umbrella body shall be separate Customers. Products or Services may not be distributed to other schools, academies or institutions within the same multi-academy trust which they have not purchased from H.E.
2.4. The term of the Agreement for Products or Services and/or Annual Subscription Products shall be either:
2.4.1. a fixed period as set out in the description of the Product or Services and the purchase order; or
2.4.2. a minimum period of 12 months; or
2.4.3. a minimum period of 12 months, and thereafter shall automatically renew for a further period of 12 months, (and after that shall automatically renew for each subsequent further period of 12 months) unless terminated in accordance with clause 9.
3. Payment
3.1. The Customer agrees to pay H.E the Price for the Products and Services in line with the applicable period as set out in clause 2.4.
3.2. Invoices shall be payable via BACS transfer within 30 days of issue. Where the Customer wishes to pay by cheque, this should be made payable to the ‘London Borough of Hackney. Interest shall be charged at a rate of 2% per month calculated on a daily basis for late payments.
3.3. If a Customer has paid for Products and Services that H.E cannot provide through no fault of the Customer, delivery will be delayed to such time until delivery can be effected or the Customer will be issued with a credit note.
3.4. If a Product or Service has been requested by the Customer without a written order and the customer accepts delivery of the requested Product or Service, this will constitute an Order and the Customer will be subject to these terms and conditions and charged for that Product or Service.
4. Quotations and Proposals
4.1. The Customer, by agreeing the Quotation or Proposal, accepts and agrees to pay the Price for the Products and Services and shall be bound to pay H.E that Price.
5. Hackney Education’s Obligations
5.1. H.E will make every reasonable endeavour to provide the Products and Services in accordance with the Order, Quotation, Proposal and any other specific requirements that have been agreed between the parties in writing.
5.2. Should any revisions to the quotation be required, for example because of a necessary change of specification or price H.E will advise the customer of these revisions and agree the details of the final order before it is placed.
5.3. Although H.E cannot be responsible for price changes from its suppliers, H.E will endeavour to advise the Customer of these changes and the consequences for the Customer.
6. Delivery
6.1. H.E shall endeavour to deliver the Products and Services at the time and date and in the manner specified by H.E or as otherwise as may be agreed with the Customer.
6.2. H.E shall not be liable for any delay in the delivery of the Products however caused.
6.3. The Products may, by agreement, be delivered in advance of the delivery date quoted on the Order, Quotation or Proposal.
6.4. Annual Subscription Products and Services are delivered by H.E on a financial year basis from 1 April ending 31 March or an academic year basis from 1 September ending 31 August. Orders for more than one year shall be for full academic or financial years.
7. Customer’s Obligations
7.1. The Customer shall provide H.E, in good time, with all necessary information required to perform or provide the Products or Services.
7.2. The Customer will provide H.E with access to its premises if H.E reasonably requires it for delivery of the Products or Services.
8. Modifications and Variations
8.1. In exceptional circumstances, H.E may need to vary the schedule, content or delivery of the Products or Services and will advise the Customer of its intention to do so.
8.2. In some instances, individual Products or Services may have terms and conditions in addition to those set out herein. Should there be any conflict between these terms and conditions and the additional terms and conditions then the order of precedence will be as stated in the additional terms and conditions.
9. Termination/Cancellations
9.1. Annual Subscription Products and/or Products or Services delivered by H.E can only be cancelled by the Customer, giving not less than 12 weeks notice in writing to H.E, such notice to expire at the end of the applicable 12 month period in clause 2.4.
9.2. H.E may provide discounted Price(s) that require the Customer to agree to a specified minimum term of an Agreement as a condition of receiving such discounted Price. If the Customer terminates any or all of the Products or Services contained in an Order, Quotation or Proposal to which such a discounted Price has been applied before the end of such specified minimum term the Customer shall pay to H.E, in addition to all other amounts owed, an early termination fee equal to the discount applied to such Products or Services.
9.3. In the event that H.E is unable to supply all or any part of the Product(s), it shall issue the Customer with a credit note for that part of the Products it cannot deliver.
9.4. If H.E has scheduled Products or Services to be delivered at the Customer’s premises and is unable to do so as the recipients of the Services are unavailable and the Customer has not provided at least 48 hours’ notice of a recipient’s unavailability, the Customer shall remain liable for the full purchase Price.
9.5. H.E may delay delivery of the Products or Services for such period as it may deem reasonable in the event of a failure by the Customer to provide delivery details. Should the Customer still fail to provide delivery details for the purposes of delivering the Products or Services, H.E may deem the products to have been delivered and charge accordingly.
9.6. If a Party is in breach of a material term of this Agreement and, despite written notice from the other Party, fails to remedy such breach within 30 days, then the other Party shall be entitled to terminate this Agreement with immediate effect.
9.7. Where the Customer has purchased a package of Products or Services, a fair use policy shall apply. If, in H.E’s reasonable opinion, it believes that the Customer’s use of the Products or Services exceeds what H.E considers to be fair use, it may cancel all or part of the Products or Services (and issue a credit note for a reasonably apportioned percentage of the Price on a quantum meruit basis). This does not apply to CPD packages.
9.8. Where CPD Courses not forming part of a package of Services are purchased, clauses 9.1, 9.3 and 9.4 shall not apply.
9.9. If the Customer is unable to attend a CPD Course, they shall give not less than 7 days written notice and have the right to defer to another date, subject to availability.
9.10. If the Customer fails to attend a CPD Course or does not give notice as required by clause 9.9 then the Customer will be liable for the full cost of the course.
10. Non-Employment and Non-Solicitation of Employees
10.1. In order to protect the legitimate business interests of H.E, the Customer covenants with H.E that it shall not:
10.1.1. for a period of 4 months from the date of delivery of the Products or end date of the Services (except with the prior written consent of H.E) employ or engage or otherwise facilitate the employment or engagement of any current or former employee, worker, consultant, associate or other person involved in the delivery of any Products or Services ordered under this Agreement; nor
10.1.2. for a period of 12 months from the date of delivery of the Products or end date of the Services, (except with the prior written consent of H.E) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of H.E any employee, worker, consultant, associate or other person involved in the delivery of any Products or Services ordered under this Agreement; nor
10.1.3. at any stage solicit similar Products or Services, as it has in the past received from H.E, from an employee or former employee of H.E via a private arrangement with that employee.
10.2. If the Customer commits a breach of clause 10.1, it shall, without prejudice to any other rights or remedies of H.E, on demand, pay to H.E a sum equal to either three months’ basic salary payable by H.E to that employee or worker, or five times the Price for the Product or Services in the case of a consultant or associate plus the recruitment costs incurred by H.E in replacing such person.
10.3. To help H.E safeguard its intellectual property, the Customer shall immediately inform H.E should they be approached by former H.E employees or workers offering to provide Products or Services which H.E provides.
11. Confidentiality
11.1. The Parties shall keep confidential all information pertaining to the Products and Services and this Agreement, unless otherwise agreed.
11.2. All information processed under this Agreement shall be dealt with in accordance with the Data Protection Terms and Conditions, the common law duty of confidentiality, any guidance from the Information Commissioner’s Office on information sharing, the Data Protection Act 2018, the General Data Protection Regulation and the Freedom of Information Act 2000.
12. Health and Safety
12.1. H.E and any of its personnel shall, when using the Customer's premises or facilities, comply with the Customer’s policies and procedures relating to security and workplace health and safety.
13. Copyright and Intellectual Property
13.1. Copyright in all reports, documents and the like produced by H.E in the performance or provision of the Products or Services shall remain vested with H.E, but H.E shall grant an irrevocable, royalty free licence to the Customer to use such reports, documents and the like for the specific purpose of the Products or Services.
13.2. Products or Services may only be reproduced for non-commercial or training purposes on condition that the Product or Service has been purchased by the school, organisation or individual using it or because that school, organisation or individual has been authorised in writing to use this material by H.E. For the avoidance of doubt, Products or Services may not be passed-on, resold, amended or delivered to schools, academies or other third parties (either for commercial or non-commercial purposes) who have neither purchased the Product or Service from H.E nor had H.E’s permission to use it.
14. Dispute Resolution
14.1. Concerns relating to the Products or Services provided under this Agreement should be raised in writing in the first instance with the service contact person at H.E, whose details can be found on our website.
14.2. If the Customer’s concern is not resolved it shall be escalated to the Traded Services Team at s4s@hackney.gov.uk who will work with colleagues and senior leadership to resolve the concern as soon as possible.
14.3. Where disputes arise that cannot be settled within the above resolution process, an option for referral to the Centre for Dispute Resolution may be considered. In this case, the decision shall be final and binding on the parties.
15. Limitation of liability
15.1. Subject to clauses 15.1 and 15.2, the aggregate liability of H.E, whether to the Customer or to any third party, in contract, tort or otherwise, for any losses, damages, costs or expenses (“Losses”) arising from or in any way connected with the Products shall be limited to ten (10) times the contract value, or £100,000, whichever is lesser.
15.2. H.E will not be liable for Losses as a result or consequence of: i) the Customer providing false, misleading or incomplete information or documentation; ii) any act or omission of any person other than an employee of H.E.
15.3. H.E’s liability, whether to the Customer or any third party, in contract, tort, under statute or otherwise shall exclude any indirect or consequential loss or damage (including loss of profits) suffered by the Customer or any third party arising from or in connection with the Products or Services being provided.
16. Rights to Set-Off Liabilities
16.1 H.E may at any time, without notice to the Customer, set off any liability of the Customer to H.E against any liability of H.E to Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by H.E of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
17. General
17.1. Other than any additional terms in accordance with clause 8.2, this Agreement constitutes the whole understanding between the parties and supersedes any prior discussions, negotiations, arrangements or agreements between the parties in relation to the Products or Services.
17.2. The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation in force of the remainder of this Agreement.
17.3. The rights granted to either party under this Agreement shall not be waived except in writing. Any waiver of any of such rights or of any breach of this Agreement by either party shall not be construed as a waiver of any other rights or of any other or further breach.
17.4. Failure by either party to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
17.5. The section headings contained in this Agreement are for convenience purposes only and shall not affect the interpretation of this Agreement.
17.6. Nothing in this Agreement confers or purports to confer any right pursuant to the Contracts (Right of Third Parties) Act 1999 or otherwise to enforce any of its terms on any person who is not a party to it.
17.7. This Agreement shall be governed and construed in accordance with the laws of England and Wales.
17.8. All prices listed are correct at the time of publishing, however H.E reserves the right to amend prices from time to time. Up to date prices are available on the services for schools website.