These Terms and Conditions together with any confirmation letter (the "Letter") represent the whole agreement (the “Agreement”) between LEARNING EFFECTIVELY Limited ("LEARNING EFFECTIVELY") and the Client named in the Letter. The terms and conditions cover work that for any clients of Learning Effectively Ltd.The terms cover, in general, the use of the SMART evaluation software system but clients using this software will also agree to specific terms and conditions set out at www.smartevaluation.co.uk
1. In these Terms and Conditions and in the Letter:
1.1. "Confidential Information" means any information of a secret or confidential nature, including but not limited to technical and non technical information, business and marketing plans and policies, client lists, terms of contracts or agreements and other similar information relating to the Client and its customers, suppliers or clients.
LEARNING EFFECTIVELY shall make office facilities available for the provision of services and shall procure as far as possible that the Services are provided from its own premises if required. LEARNING EFFECTIVELY shall procure that the Consultant will be available on reasonable notice and at reasonable times to provide the Services at the Client's premises or elsewhere.
3. LEARNING EFFECTIVELY's Obligation
3.1. LEARNING EFFECTIVELY shall procure that a Consultant shall:
(a) promptly notify the Client of any actual or potential conflict of interest arising from the provision of the Services;
(b) promptly and faithfully comply with and observe all lawful and proper requests which may from time to time be made by the Client; and
(c) perform the Services with reasonable care and skill and provide the Client with the full benefit of his knowledge.
4.1. LEARNING EFFECTIVELY will present the Client with an invoice at the end of the agreed schedule of work. Payment is due upon presentation of each invoice.
5.1. LEARNING EFFECTIVELY shall bear the cost of all administrative expenses incurred during the provision of the Services (including but not limited to the costs of postage, stationery and secretarial costs, and normal travel costs). VAT will be charged at the current rate.
5.2. The Client shall reimburse LEARNING EFFECTIVELY for all reasonable travel subsistence and entertainment expenses properly and reasonably incurred in the performance of the Services - if this has been agreed in advance.
LEARNING EFFECTIVELY undertakes to procure that a Consultant shall not:
(a) disclose or permit the disclosure of any Confidential Information to any person not entitled to receive it; or
(b) use any Confidential Information for its or his own benefit or for the benefit of any other person or in any manner which might be detrimental to the Client or its service users, clients or customers.
The above restrictions apply without limit in time but do not apply to any information which comes into the public domain through no fault of LEARNING EFFECTIVELY or the Consultant.
7. Intellectual Property
LEARNING EFFECTIVELY acknowledges and agrees that any ideas, improvements, inventions, designs of a technical or non-technical nature and reports or the like which relate to the business and interests of the Client and which are generated in connection with the provision of the Services will be disclosed in full to the Client and:
7.1. in respect of any copyright such copyright may be assigned to the Client. Use of the SMART evaluation school improvement software is the exclusive copyright of Learning Effectively Ltd.
7.2. the Services constitute a commission for money or monies worth and work arising is acknowledged to be the property of the Client;
8.1. This Agreement may be terminated by the Client or LEARNING EFFECTIVELY by written notice to the other party.
8.2. Without prejudice to any remedy either party may have against the other, this Agreement may be terminated forthwith by either party by notice in writing:
(a) if the other is in breach of any of the terms of this Agreement and the breach is either incapable of remedy or, if it is capable of remedy, the other fails to cure it within 21 days of receipt of a notice specifying the breach and requiring its remedy; or
(b) if the other becomes insolvent or there be commenced by or against it any procedure which may lead to its liquidation, dissolution, bankruptcy, protection from its creditors or any similar or analogous process under the laws or statutes of any applicable country or state.
8.3. Upon termination of this Agreement, howsoever arising, LEARNING EFFECTIVELY will forthwith deliver to the Client all books, documents, papers, Confidential Information and other property of or relating to the business of the Client which may be in its possession or power or control.
9. Limitation of Liability
Except in respect of death or personal injury caused by LEARNING EFFECTIVELY’s negligence, and save where LEARNING EFFECTIVELY and the Client have agreed otherwise in writing or as provided for in the Letter, the liability of LEARNING EFFECTIVELY under this Agreement in the event of any claim for loss or damage by the Client relating to the provision of the Services shall be limited to the value of the fees billed for the Services to the Client under this Agreement during the six calendar months immediately before LEARNING EFFECTIVELY is notified or becomes aware that the Client intends to make such a claim.
10.1. If any provision of this Agreement is void, voidable, illegal or unenforceable it shall be severed from the remaining provisions which shall continue in full force and effect.
10.2. Any notice or other communication hereunder shall be in writing and shall be sufficiently served by personal delivery upon a director of the Client or LEARNING EFFECTIVELY or by prepaid first class post to the Client or LEARNING EFFECTIVELY at its address referred to in the Letter and where such notice or other communication is given by post it shall be deemed to have been received no later than forty-eight hours after it was put into the post properly addressed and stamped and a receipt of posting including details of the addressee issued by the postal authorities shall be conclusive evidence of posting.
10.3. Neither party shall be liable for any failure to perform any or all of its obligations under this Agreement arising from any act of God, war, strike, lock-out or other labour dispute, fire, flood, drought, equipment failure, legislation, reasonable order of a public authority, failure to procure any authority, licence or permit or any other such cause whatsoever beyond its reasonable control. A client using the SMART evaluation software must agree to and be bound by the terms and conditions set out on the relevant site www.smartevaluation.co.uk
10.4. This Agreement shall be governed and construed in all respects by English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.