Careers Advice and Guidance Terms and Conditions

Careers Advice and Guidance Master Services Agreement (“MSA”) relating to Careers Information, Advice and Guidance (“CIAG”)

1. Definitions and Interpretation
1.1. In this MSA, the following expressions have the following meanings:
1.1.1. “Client” means the individual, firm, school, college, education institution, institution, or corporate body purchasing the Services provided as specified in clause 25 hereunder. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that client. For the avoidance of doubt, “you”, “your”, “yourself” or “yourselves” is a reference to the Client;
1.1.2. “Company” means CHANGING EDUCATION LTD, a company registered in England under number 06677456, whose registered office address is at Emmerson Accountancy Ltd, FAO, Changing Education Ltd, Atlantic Business Centre, Atlantic Street, Altrincham, Cheshire, WA14 5NQ. For the avoidance of doubt “we”, “us” and “our” is a reference to the Company;
1.1.3. “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
1.1.4. “Course” means the BTEC or other course as agreed between us in accordance with the original proposal.
1.1.5. “Participant” or “Student” means any individual attending a session booked by you.
1.1.6. “Placement” means any Placement, employment, or use of the Student in any capacity by the Business, whether full or part-time;
1.1.7. “Proposal” means our proposal to carry out the Services which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out the entire scope of Services to be provided, subject to the terms of this MSA.
1.1.8. “Services” means the 1 to 1 sessions to be carried out by us as detailed in the initial order, which may as an example include, career advice, and guidance, or any other services/product we provide to you;
1.1.9. “Session” means [the meeting that is allocated to take place between a careers advisor and a Student as presented by the Client].
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1. “writing” and “written” include emails and similar communications;
1.2.2. a statute is a reference to that statute as amended or re-enacted at the relevant time;
1.2.3. “these Terms and Conditions” is a reference to this Master Services Agreement as amended or supplemented at the relevant time;
1.2.4. a clause is a reference to a clause of these Terms and Conditions;
1.2.5. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3. The headings used in this MSA are for convenience only and shall not affect their interpretation.
1.4. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Contract
2.1. The acceptance of our Proposal, or the continuation of services by way of renewal, constitutes the formation of a legally binding contract between us and you. Unless explicitly rejected in writing before the renewal date, your continued use of our services will be deemed as acceptance of these terms and conditions, which will govern the relationship between us for the renewed term.
2.2. The execution of this MSA by both parties signifies the Client’s acknowledgement, agreement and acceptance of the terms and conditions hereunder (the “Terms and Conditions”). Alongside any additional terms specified in an Order Form(s) (which we have agreed to in writing), these Terms and Conditions shall be the sole terms governing the relationship between the Company and the Client, effective upon the signing of this MSA, irrespective of the timing of the services utilisation.
2.3. These Terms and Conditions shall take precedence over all other terms and conditions which may be agreed between the Parties. Notwithstanding anything to the contrary, any and all Order Form(s) shall incorporate, be subject to and construed in accordance with these Terms and Conditions, unless expressly agreed otherwise and taken together shall all form our contract (the “Contract”).
2.4. You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal and the Services to be provided reflect your requirements. Our Proposal is based solely on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.5. We will use commercially reasonable endeavours to complete our obligations under the Contract in a timely manner, but time will not be of the essence in the performance of our Services.
2.6. Throughout the performance of the Services, as applicable, you agree and undertake to provide clear, lawful and timely instructions.
2.7. Once the Contract is formed, the Services will begin on the date agreed between the parties and will continue on a rolling 12-month basis under the same Terms and Conditions as set out in this MSA, with the exception of the price. The price for the Services may be subject to an annual adjustment to reflect changes in the Retail Price Index (RPI), Consumer Price Index (CPI), market conditions, inflation, costs incurred by us in providing the Services, or legislative requirements affecting the provision of Services.
2.8. Any discounted pricing applied during the initial or previous terms of the Contract is temporary and may be subject to revision at the time of renewal. Upon renewal, we reserve the right to impose our standard pricing for the Services, regardless of any previous discounts. The enforcement of standard pricing upon renewal does not entitle the Client to terminate the Contract. We will notify you of any other changes in pricing at least 60 days prior to the renewal date, with the option to terminate the Contract if you do not accept any non-inflation-related price changes, in accordance with the termination provisions set out in Clause 9.
2.9. These Terms and Conditions represent the entire agreement between you and us. No other terms, conditions, or understandings, whether your own or those of a third party, shall form part of the Contract unless expressly agreed to in writing by us. Any variation to these Terms and Conditions, whether explicit or implied, is contingent upon our written consent.
2.10. The initial term of the Contract shall be, where applicable and specified by us, either (i)12 months from the date hereof subject to automatic renewal at the 12 month anniversary or (ii) the remainder of the current academic year, plus the following full academic year, subject then to automatic renewal at the end of each academic year ; in each case subject to current Terms and Conditions, on that date, unless otherwise specified.
2.11. Upon any renewal of the Contract, the Contract shall align with the incoming academic year and accordingly shall remain in force for the full such academic year unless terminated in accordance with clause 9 (the “Term”).
2.12. Continuation of this Contract beyond the initial term is predicated upon the absence of a termination notice, which must be issued by Clause 9 to be effective.
2.13. This Contract, including any licence granted herein, shall commence on the date of initial acceptance and will automatically renew under the terms outlined in Clause 2, unless terminated in accordance with these Terms and Conditions.
2.14. We reserve the right to update these Terms and Conditions at any time to reflect changes in law, rule, regulation, changes in our Services, or for other legitimate business or administrative purposes. We will notify you of any material changes to these Terms and Conditions at least 30 days prior to the renewal date. This notification will be provided in writing and will detail all amendments made. Your continued acceptance of our Services after the renewal date constitutes your agreement to the updated Terms and Conditions. If you do not agree with the changes, you may terminate the Contract in accordance with the provisions set out in Clause 9.
2.15. Upon renewal of the Contract, no new Order Form will be issued. The renewal will be based on the original Order Form, including any additional terms included therein, and may, subject to our written notification, include such amendments or additional services purchased during the term of the Contract and agreed to in writing. The terms of the original order form will continue to apply for the renewed term unless otherwise agreed in writing by both parties. All Services provided under this Contract are tied to the academic year, as defined by the UK/local school term dates. Renewal of the Contract will not carry over any unused services from the previous academic year unless otherwise agreed in writing.

3. The Advisory Services
3.1. We will allocate an advisor to you when the Services commence (“Advisor”), however, we reserve the right to change the allocated Advisor at any stage during the term of the Contract. In this event, we will discuss this with you in advance of the next Session and will endeavour to provide a suitable replacement, to be decided at our sole discretion. Should we be unable to provide a replacement we shall refund the monies paid on a pro rata basis.
3.2. We shall allocate a set timetable for the Services to be provided, this shall be in accordance with the agreed frequency and length as detailed in the Proposal.
3.3. It shall be your responsibility to:
3.3.1. allocate Participants to the Sessions and notify us in advance and no less than 48 hours prior to the date of the Session. There shall be no more than 8 Participants worked with in any one day, regardless of the length of Session, provide the premises for the Services. The premises should be suitable for the Services and have any facilities we specifically request, ensure the premises should allow for a safe, uninterrupted and private discussion between the student, the Advisor and any school or Client staff, notify us of any accessibility, disability, additional needs or allergen information of a Participant.
3.3.2. ensure the Participants carry out agreed actions in advance of the next session and to provide us with such information and assistance relating to the Services as we may reasonably require
3.4. If a Participant is late to the Session, we reserve the right to cancel the Session. If a Participant is late or fails to attend the Session for any reason, no refund or reduction in fees will be given.
3.5. The Services are not guaranteed to produce results, and accordingly we cannot be held responsible for the quality and/or outcomes of the Services we have provided.
3.6. We are able to provide our Services in a variety of ways to meet your specific needs (to the extent reasonable and lawful). Our Sessions can be delivered in a face-to-face format, or in an online format.
3.7. In instances where Sessions are initially agreed to be delivered in a face-to-face format, we reserve the right to switch to an online delivery format due to circumstances beyond our control, such as sickness, labour market limitations, public health concerns, government directives, or other force majeure events. In such cases, it will be your responsibility to ensure that participants have access to a suitable environment and the necessary technology (e.g., computer, internet connection) to participate in these Sessions effectively. We will provide reasonable notice and support to facilitate this transition.
3.8. The Services provided by an Advisor is in no way to be construed as advice, psychological counselling or any type of therapy. If, at any time, we believe that a Participant would benefit from a different form of coaching, guidance. therapy or support, we shall let you know and may make recommendations to suppliers. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs. A separate contractual relationship will be created between you and the supplier, under separate terms and conditions.
3.9. You shall ensure and procure that all Participants act in a courteous and respectful manner towards the Advisor and shall be responsible for any failure relating thereto.
3.10. You acknowledge that we may be harmed and/or incur damages, losses or expenses if you or any Participant breaches any of the applicable foregoing provisions of this clause 3 and accordingly accept full responsibility for any breach.

4. Courses
4.1. The clauses in this section apply if we are providing BTEC or any other courses only.
4.2. Some Courses may require a pre-assessment or evidence that the Participant has the minimum qualification(s) required for the Course. This pre-assessment must be carried out or the evidence provided before the Participant’s place will be confirmed.
4.3. Course places may be allocated on a first-come-first-served basis. We recommend you enquire as early as possible and in any event, this must be at least 14 days in advance of the start date of the Course. We will use reasonable endeavours to accommodate requests which are made closer to the start date of the Course but make no guarantee that this will be possible and shall have no obligation or duty to do so.
4.4. Courses are limited to a set number of Participants per Session. We reserve the right to change the details of the Course dependent on numbers, either by rearranging the time, location or Course duration, or require you to agree to an additional Course. We also reserve the right to cancel the Course with notice.
4.5. We will teach best practices during the Course and will carry out our services with due care and skill. However we cannot be held responsible for any actions taken by the Participant before, during or after the Course.
4.6. We will confirm the Course information prior to the Course start date and will allocate a tutor. We reserve the right to change the allocated tutor(s) before and/or part-way through a Course. In this event, we will provide a suitable replacement, to be decided at our sole discretion.
4.7. You are responsible for advising us in writing as soon as possible (and in any event no later than 6 weeks before the date of any examination), of any and all special requirements or additional needs such as dyslexia, which may require reasonable adjustments to be made for the examination;
4.8. The Participant is responsible for attending each Course session on time. If the Participant is late, we reserve the right to refuse entry. If the Participant is late or fails to attend the entire Course or any Course session for any reason, no refund or reduction in fees will be given.
4.9. You shall be responsible for ensuring any preparatory and follow up work is carried out by the Participant as instructed by the tutor. Extra tuition may be arranged if required, at additional cost. If the Participant fails to pass the Course or any element of it, no reimbursement will be given.
4.10. The Participant must conduct themselves in a responsible, respectful, courteous, careful and professional manner. Should the behaviour of a Participant prove disruptive at any stage during the Course, at our sole discretion, we shall be entitled to request the immediate removal of said Participant from that and any future Course session. No reimbursement or alternative Course will be offered.
4.11. Courses may be offered in person or virtually, where a virtual online course is offered it shall be presented through our Software, which is subject to a separate software licence agreement.

5. Variations and Amendments
5.1. If you wish to vary the Services to be provided, you must notify us in writing as soon as possible. We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
5.2. If we have to make any change in the arrangements relating to the provision of the Services, we will notify you promptly. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably practicable in the circumstances.
5.3. Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with the terms for payment below.

6. Fees and Payment
6.1. Upon the acceptance of this MSA, the first invoice will be issued and is payable within 30 days from the date of the MSA. This payment in full is required in pounds sterling to secure your chosen date/time for our Services. We cannot guarantee anything until payment is received in full, without set-off, withholding, or deduction.
6.2. All subsequent invoices issued under or in connection with this Contract will be payable within 30 days from the date of the invoice. Invoices for the relevant upcoming academic year shall be issued 60 days prior to the start of such academic year. All invoices will be exclusive of VAT where applicable.
6.3. Payments are to be made via Direct Debit, BACS, or Credit/Debit Card, as specified in the invoice.
6.4. You agree to pay for any additional services provided by us at your request that are not specified in the Contract. These additional services will be charged in accordance with our current rate in effect at the time of performance (which we shall communicate to you at such time), or such other rate as may be agreed.
6.5. Time for payment shall be of the essence. If you fail to make any payment due to us by the due date, we reserve the right, without prejudice to any other rights we may have, to suspend the provision of Services and to charge interest on the overdue amount at an annual rate of 8% above the Bank of England base rate, accruing on a daily basis from the due date until actual payment, whether before or after judgement, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6.6. All payments by the Client shall be made in pounds sterling without any set-off, withholding, or deduction. Any amendment to the standard VAT rate will be noted in writing, and subsequent payments will be adjusted accordingly.
6.7. The fees for the Services provided under this Contract may be subject to an annual adjustment in line with either the Retail Price Index (RPI) or the Consumer Price Index (CPI), at our discretion. The adjustment will be calculated using the respective index as published by the UK Office for National Statistics (or any successor body) for the 12-month period ending in the month prior to the renewal date. We will notify you of the adjusted pricing no later than 60 days prior to the renewal date, and the revised fees will take effect on the anniversary of the renewal. Should both indices be discontinued, an alternative index which closely reflects the rate of inflation will be applied.
6.8. We will issue an invoice for the renewal of the Services no later than 60 days prior to the renewal date of the Contract. This invoice will reflect the pricing for the upcoming Term, including any applicable adjustments for inflation, market conditions, or a return to standard pricing, as detailed in Clause 2.5. Payment for the renewal invoice is due within 30 days of the invoice date, in accordance with the payment methods outlined in Clause 6.3. Failure to pay the renewal invoice by the due date may result in suspension of the Services and/or interest charges as detailed in Clause 6.5.
6.9. The Company reserves the right to issue a renewal invoice at any time during the first quarter (Q1) of the subsequent academic year, irrespective of the original service start date. This invoicing ensures the renewal of services for the next academic year. Payment for the renewal invoice will be due within the time specified under this section. Failure to pay may result in suspension of services as outlined.
6.10. Notwithstanding the agreed delivery dates for the Services within an Academic year, we reserve the right to issue an invoice for the full amount of the Services at any time during the first quarter (Q1) of that Academic year. Once an invoice has been issued and paid, the Client will be committed to the full academic year’s services, and cancellation will not be possible without full payment of the renewal term as outlined in Clause 9.2. Payment will be due in accordance with the terms outlined in Clause 6.3, and failure to make payment by the due date may result in suspension of the Services and/or interest being charged as detailed in Clause 6.5.

7. Rescheduling and Cancellation
7.1. If you wish to cancel or reschedule an individual Session with us, we will be entitled to invoice for it.
7.2. We will only seek to accommodate an individual Session being rescheduled on one occasion. Further rescheduling will be chargeable in full, and dependent on the availability of the Advisor.
7.3. If you cancel or reschedule, we will also charge for any costs, losses, damages, and/or expenses incurred by us.
7.4. We will endeavour to reschedule Sessions to meet your preferred date and time; however, we cannot guarantee availability. If rescheduling is not possible, please be aware that no refunds will be issued as our Advisors’ schedules are booked well in advance.
7.5. If, due to unforeseen circumstances, we have to reschedule or cancel a Session, we will contact you as soon as possible to minimise disruption and will book another session for you as soon as reasonably possible.

8. Our Obligations
8.1. We commit to providing the Services in a professional, competent, and diligent manner. Our services are designed to assist Participants in making informed decisions about their career paths based on the current best practices and available information.
8.2. We will adhere to the relevant professional standards and legal requirements applicable to the provision of CIAG services. We ensure that all our Advisors are appropriately qualified/experienced to offer the Services.
8.3. We are committed to maintaining the confidentiality and security of all personal information provided by Participants and will comply with all applicable data protection laws in handling such information.
8.4. Our Services will be tailored to meet the individual needs and circumstances of each Participant based on the information provided to us.
8.5. Whilst we strive to provide accurate and helpful advice, decisions and actions taken by Participants based on our guidance are the sole responsibility of the Participants. We do not guarantee any particular outcomes from our services and will not be liable for any actions taken or decisions made by the participants.
8.6. We will maintain open and timely communication with you and ensure that you are kept informed of any developments relevant to the services provided.
8.7. We commit to continuous improvement in our service delivery and will seek feedback regularly to enhance the quality and effectiveness of our Services.

9. Termination or Cancellation
9.1. Subject to clause 9.6, you may not terminate the Contract during the initial term.
9.2. After the initial term, you are required to provide us with a minimum of 90 days’ written notice before the end of any Term if you wish to cancel the Contract.
9.3. In the event that you wish to terminate or cancel the Contract after the 90-day notice period has passed, you will be liable for 100% of the total value of the renewal contract. This is due to the resource allocation and commitments made in preparation for the continued service for the following Term. The full amount for the renewal term will be invoiced immediately, and payment will be due within 30 days of the cancellation notice served by you.
9.4. If the cancellation fee, as detailed in the previous clause, is not paid within 30 days of the issuance of the late cancellation notice, we reserve the right to pursue any and all legal remedies available to collect the full contract value. No further services will be provided until full payment is received.
9.5. We are entitled to cancel the Contract at any time by giving you 10 days’ written notice.
9.6. During any cancellation notice period, unless we agree otherwise, the Services will continue to be provided and you will still be required to make payment for those Services in accordance with Clause 6.
9.7. Either Party has the right to terminate the Services immediately if the other Party:
9.7.1. has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
9.7.2. goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
9.8. In the event of termination, all payments required under the Contract will become immediately due and payable.
9.9. Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this Clause 9 on a pro-rata basis.

10. Copyright
10.1. We reserve all copyright and any other rights (if any) which may subsist in, or in connection with, the provision of the Services. Nothing in the Contract will vest any ownership rights in you.
10.2. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
10.3. Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you.
10.4. Any licence granted shall be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with Clause 9.
10.5. Any advice and documentation we provide is for use strictly by the Client named in the Proposal. Under no circumstances may this be used, reproduced, lent, sublicensed, sold or otherwise circulated without our express written consent.
10.6. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.

11. Assignment and Subcontracting
11.1. You may not, without our prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under this Contract.
11.2. We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights or obligations under this Contract without your prior consent. This includes but is not limited to, transfers made as part of corporate restructuring, sale of a part or all of our business, or as part of a merger or acquisition.
11.3. Where we subcontract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the subcontractor as if it were an act or omission of our own.
11.4. In the event of a sale, merger, or any form of corporate restructuring that affects this Contract, we will notify you of any changes to the management or control of your contract services.

12. Liability and Indemnity
12.1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
12.2. Except as provided in clause 12.1 above, we will not by reason of any representation, implied warranty, condition, undertaking or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit, loss of goodwill or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by us or our Representatives) arising out of or in connection with the performance of our obligations under the Contract. All warranties or conditions whether expressed or implied by law are expressly excluded, to the maximum extent permitted by law.
12.3. In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to final court adjudged direct damages, which in any event, will not exceed the total fees paid by you under the Contract for the relevant academic year. Any claim must be brought within one year and due legal process must be followed.
12.4. We may provide advice, guidance and best practice information based on the information provided by you. However, we do not give any representations or undertakings relating thereto and we cannot accept responsibility for any actions taken (or not taken) as a result of our advice, guidance or recommendations. Any advice or guidance shall be given as is and you may not rely on it. Furthermore, we cannot be held responsible or liable for any consequences should our advice or guidance not be taken. You hereby indemnify us against and hold us harmless from any responsibility or liability arising out of or in connection with your reliance or non-reliance on our recommendations, guidance and/or advice.

13. Confidentiality
13.1. Each party shall keep in strict confidence all technical, financial or commercial know-how, specifications, inventions, processes, personnel or initiatives which are confidential and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to its officers, directors, employees and/or professional advisers (its “Representatives”) who need to know the same to discharge their obligations under the Contract and ensure that such Representatives are subject to corresponding professional or contractual confidentiality obligations.
13.2. This Clause 13 shall survive termination of the Contract, however caused.
13.3. The Company reserves the right to use the Client’s data with their broadcast data for future forecasts; if the Company uses the Client’s data in this way, we shall ensure that the Client’s data is anonymised and that no project specifics are given out.
13.4. Any Business information provided by the Client or a Student is not deemed to be confidential information, as this will typically be publicly available information.
13.5. All details the Company provides relating to Businesses and Placements are confidential, and such information must not be passed to any unauthorised third party, either directly or indirectly. The Client agrees that they will not use this or any other confidential information provided by the Company other than to perform their obligations under the Contract.
13.6. Each Party will maintain the confidentiality of confidential information and will not disseminate it to any third party (with the exception of its Representatives who have a need to know it) unless (i) requested or required by law, regulation or (ii) authorised by the other Party in writing.

14. No Employment
14.1. Nothing in this Contract shall render or be deemed to render us an employee, worker or agent of yours or you an employee, worker or agent of ours.
14.2. Nothing in this Contract shall constitute or be deemed a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Contract. Neither Party shall have the authority to act in the name of or on behalf of, or otherwise to bind, the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15. Restrictive Covenants
15.1. The Client will not, during the term of the Contract and for a period of 12 months after its expiry or termination(without the Company’s prior written consent) solicit, appoint, employ, engage or hire as an employee, director, consultant, sub-contractor or independent contractor any officer, director, or employee of the Company, save that the posting of a bona fide job advertisement not otherwise targeted at such persons and the hiring in response thereto shall not be prohibited.
15.2. The Client shall not say or do anything which may bring the Company into disrepute.

16. Data Protection
16.1. Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 or UK GDPR and any subsequent amendments to it.
16.2. We reserve the right to record sessions to anonymously use within the Company to develop our Services or otherwise for safeguarding purposes.
16.3. You are responsible for all data disclosed to us when providing our Services to you.
16.4. If any Personal Data (as defined by the Data Protection Act 2018 and the General Data Protection Regulations 2016 is passed to us under this Contract, then the parties agree that the Client is the Data Controller and that we are the Data Processor.
16.5. You shall:
16.5.1. Ensure any Personal Data uploaded to the Software is correct, and you have a lawful basis for doing so.
16.6. We shall:
16.6.1. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
16.6.2. implement appropriate measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration, or disclosure; and
16.6.3. take reasonable steps to ensure the reliability and confidentiality of any personnel with access to the Personal Data.
16.7. We may transfer and store Personal Data outside the European Economic Area (“EEA”). If this is to occur, we will notify the Client. The Client is entitled to request that Personal Data not be transferred or stored outside of the EEA; however, this would be an additional cost.
16.8. All of our relevant and appropriate GDPR policies can be found here:
16.8.1. https://changingeducation.co.uk/gdpr/
16.9. These policies are regularly reviewed and updated.

17. Force Majeure
17.1. We shall not be liable to the Client for any breach of our obligations under or in connection with this Contract if such breach is due to an act, event, omission, or accident beyond our reasonable control (Force Majeure Event). Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond our reasonable control.
17.2. If a Force Majeure Event occurs, we shall inform the Client as soon as possible, take all reasonable steps to mitigate its effects and resume the performance of our obligations as soon as possible.

18. Waiver
18.1. No failure or delay by either Party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Contract shall be considered to be a waiver of any subsequent breach of the same or any other provision.

19. Entire Agreement
19.1. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2. Our employees, agents and/or consultants are not authorised to make contractually binding representations concerning the Services. In entering into the Contract, the Client acknowledges that it does not rely on (and waives any claim for breach of) any such statement, representation, assurance, or warranty (whether made negligently or innocently) which has not been confirmed in writing by an authorised officer of ours.
19.3. We reserve the right to make reasonable adjustments to this MSA at any time.

20. Assignment
20.1. Without our prior written consent, the Client shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under the Contract.
20.2. We may assign, transfer, charge, sub-contract, or deal in any other manner with all or any of our rights or obligations under the Contract without the Client’s consent.

21. Third Party Rights
21.1. The Contract is made for the benefit of the parties and (where applicable) their successors and permitted assigns. It is not intended to benefit or be enforceable by anyone else.

22. Notices
22.1. Any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by e-mail to the address of the party as set out in this MSA, or such other address as may be notified by one party to the other.
22.2. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received when it would have been delivered in the ordinary course of the post. An email shall be deemed delivered within 24 hours from being sent, provided that the sender receives no “non-deliverable” notice.

23. Severance
23.1. If one or more of the provisions of this Contract is found to be unlawful, invalid, or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this Contract, which shall remain valid and enforceable.

24. Law, Jurisdiction and Dispute Resolution
24.1. This MSA, all matters arising from it or in connection with it and/or the Contract, and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales.
24.2. If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to hear and determine any dispute arising out of or in connection with this Contract.
24.3. The Client recognises that our business relies upon protecting our Intellectual Property Rights (“IPR”). In the event of any actual breach or threatened breach of our IPR, it will cause irreparable damage and accordingly we shall, in addition to any other remedies available to us under applicable laws, be entitled to injunctive or other equitable relief to prevent and/or remedy any actual breach or threatened breach of our IPR by you or any of your representatives.