Work Experience Terms and Conditions

Work Experience Terms and Conditions Master Services Agreement (“MSA”) relating to Work Experience Suite (WES) and Early Access Programme (EAP)

1. Definitions and Interpretation
1.1. In these Terms and Conditions, the following expressions have the following meanings:
1.1.1. “Client” means the individual, firm, school, college, education institution, institution, or corporate body using the Software or Services provided. 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. “Business” means the individual, firm, or corporate body together with any subsidiary or associated company to whom the Student is supplied or introduced by us;
1.1.4. “Placement” means any Placement, employment, or use of the Student in any capacity by the Business, whether full or part-time;
1.1.5. “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
1.1.6. “Services” means our introduction of work experience, career advice, and guidance, or any other services/product we provide to you;
1.1.7. “Software” means either the Connect platform, Work Experience Suite, Student App, Student Web Portal, or any other software that is made available to you as part of the order contained within Schedule 1 (where appropriate) and
1.1.8. “Student” means the student introduced by us to the Business for a Placement or the student introduced to us through yourselves.
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1. “we”, “us” and “our” is a reference to the Company;
1.2.2. “you”, “your”, “yourself” or “yourselves” is a reference to the Client;
1.2.3. “writing” and “written” include emails and similar communications;
1.2.4. a statute is a reference to that statute as amended or re-enacted at the relevant time;
1.2.5. “these Terms and Conditions” is a reference to this Master Services Agreement as amended or supplemented at the relevant time;
1.2.6. a clause refers to a clause of these Terms and Conditions;
1.2.7. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3. The headings used in these Terms and Conditions 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 and agreement, whether electronically or otherwise, or the placement of an order or renewal [which is substantially in the form of that appended at Schedule 1 hereto] (each, an “Order Form”), constitutes the formation of a legally binding contract between us and you
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 software or 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. Upon the formation of the Contract and subject to the receipt of payment as stipulated in clause 4, we will then grant you a non-exclusive, non-transferable licence to use the Software. This licence is granted solely for your internal business operations and is bound by the stipulations of these Terms and Conditions.
2.5. 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.
2.6. The initial term of the Contract shall either be aligned with the current academic year, or, if the start date does not align with the academic year, extend for a period of 12 months, subject to automatic renewal at the 12-month anniversary. This renewal will occur based on the current Terms and Conditions unless otherwise specified within Schedule 1 (where appropriate).
2.7. All services provided under this Contract are tied to the academic year, as defined by the UK/local school term dates. Upon renewal, services will then be linked to and provided for the subsequent academic year, even if the initial term does not exactly align with the academic year. Services do not carry over beyond this period unless otherwise stated.
2.8. Continuation of this Contract beyond the initial term is predicated upon the absence of a termination notice, which must be issued by clause 10 to be effective. Any such term beyond the initial term shall hereinafter be referred to as a “Term”.
2.9. This Contract, including the licence granted herein, shall commence on the date you sign or accept this MSA. It is subject to renewal under the terms outlined in Clause 2 or within Schedule 1 (where appropriate). Either party may terminate it by the termination provisions specified in these Terms and Conditions and Clause 10.
2.10. Upon renewal, these Terms and Conditions shall continue to apply. . We reserve the right to update these terms and conditions and provide them for information at the point of renewal.
2.11. We reserve the right to update these Terms and Conditions at any time to reflect changes in law, rule, regulation, 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.
2.12. Throughout the performance of the Services, as applicable, you agree and undertake to provide clear, lawful and timely instructions.

3. Software
3.1. It is your responsibility to ensure that your officers, directors, employees, consultants, contractors, representatives agents, and other parties under your control or acting at your direction who will use the Software do so by these Terms and Conditions and are accordingly informed of the same.
3.2. You will ensure and procure that any person authorised to use the Software who leaves your employment or engagement has their access to the Software removed promptly and, in any case, that they have no access to the Software whatsoever on the date their employment or engagement ends. You must notify us at the earliest opportunity, at least 7 days before the person leaves employment or engagement, so we can delete their user account where applicable. You will use best endeavours to prevent any unauthorised or unlawful access to or use of the Software and, in the event of any such unauthorised access or use, shall notify us immediately.
3.3. All proprietary rights in the Software remain with the Company. You shall not:
3.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Software in any form or media or by any means;
3.3.2. attempt to reverse compile, disassemble, or reverse engineer all or any part of the Software;
3.3.3. access all or any part of the Software to build a product or service that competes with the Software;
3.3.4. vary, delete, or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software;
3.3.5. sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party unless expressly authorised by us; or
3.3.6. attempt to obtain or assist third parties (directly or indirectly) in obtaining access to the Software other than as provided under this clause 3.
3.4. We do not warrant that your use of the Software will be uninterrupted or error-free or that it will meet your requirements.
3.5. We are not responsible for any delays, delivery failures, or any other loss, cost, expense or damage resulting from the transfer of data over communications networks and facilities, including the Internet. You acknowledge that the Software may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3.6. We reserve the right to perform maintenance at any time at our discretion but will endeavour to give you advance notice where possible.
3.7. The Client undertakes to ensure that each authorised user keeps their password confidential. You can change or reset passwords. This Client must immediately notify the Company if, for any reason, the account password has become known to someone else or if the software or password is being or likely to be used in an unauthorised manner.
3.8. The Client shall not store, distribute, or transmit any viruses or any material on any web or mobile applications provided or during its use of the Software that:
3.8.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
3.8.2. facilitates illegal activity;
3.8.3. depicts sexually explicit images;
3.8.4. promotes violence, crime, fraud or terrorism;
3.8.5. is knowingly discriminatory based on race, gender, age, religious belief, sexual orientation, disability, or any other protected category ; or
3.8.6. causes or may cause damage or injury to any person or property, and we reserve the right, without liability to the Client, to remove any content that breaches the provisions of this clause.
3.9. The rights provided under these Terms and Conditions are granted to the Client only and shall not be considered granted to any subsidiary or holding company/parent undertaking of the Client without our written permission.
3.10. The Client shall own all rights, title, and interest in and to all content and data uploaded by the Client and shall have sole responsibility for its legality, reliability, integrity, accuracy, and quality. For the avoidance of doubt, we do not monitor and will have no liability for the contents of any content or communications transmitted by the Client using the Software.
3.11. The Client agrees to indemnify and hold harmless the Company, its directors, officers, representatives, consultants, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses, including reasonable legal fees, arising from or related to any content or data the Client or their users upload, store, or transmit using the Software. This includes claims related to the infringement of intellectual property rights, data breaches, or illegal content. The Client is responsible for ensuring that the content they upload is legal, reliable, accurate, and of good quality. This indemnity will continue even after this Contract has ended.

4. Your Responsibilities for Work Experience Services
4.1. You shall provide us with one main point of contact, who shall be the lead staff member involved in providing work experience. We must also be given details of all relevant staff members involved in student welfare and work experience.
4.2. You agree to provide us (without delay) with all relevant information concerning the Student who requires a Placement, which will include, but not be limited to, the type of work the Student will be able to do, location, and hours of work, together with any experience, training and qualifications that they have, which may be relevant. The students or you may complete this information directly through our software. Where the Software is not used, we reserve the right to charge an additional fee for processing such. Where we find such information incorrect, we shall not be held liable for failing to provide the services.
4.3. You shall be responsible for ensuring that the Students and relevant staff have access to the Software and comply with our software licence agreement.
4.4. You must immediately inform us of any health and safety risks, disability, allergy, or other additional requirements the Student may have. You are also responsible for ensuring that the Business is fully aware of such requirements and any social or educational requirements that may affect the provision of work experience. You must also inform us if we support the Placement.
4.5. If any relevant information changes, you agree to inform us immediately, supplying appropriately updated information.
4.6. You shall ensure that the Student is placement ready, and ensure that any health, educational, social, employability and work skills are recognised, and managed.
4.7. You shall adhere to the operational delivery model/chart and welcome pack guide, complying with all timescales and requests made by such. Should these not be complied with, we shall not be liable for any consequences.
4.8. You shall ensure that the student undertakes a meaningful placement readiness program so as to maximise the work experience for both the Student and the Business.
4.9. You acknowledge and agree that the Company’s responsibility in providing work experience placement services is limited to prospecting and sourcing suitable opportunities. The Client is responsible for reviewing and accepting any placements identified by the Company. The Company does not guarantee that the Client or Student will find the outcome satisfactory, and the Company bears no liability for the Client’s or Student’s satisfaction with the placement or for the results of the placement. The Client confirms that by proceeding with the services, they are satisfied with the Company’s efforts, and no further claims can be made against the Company in relation to the outcome of the placement.

5. Our Responsibilities For 360/Enhanced Work Experience Services
5.1. We will use all commercially reasonable endeavours to find a suitable Placement in an industry as agreed for each Student as notified to us in a timely manner, but we do not guarantee we will be able to find one in such an industry. We shall only supply one Placement per Student. Where the Placement is not accepted or not utilised, you shall remain liable for our fees.
5.2. The Client acknowledges that the fees for Placement services cover the prospecting and sourcing activities undertaken by the Company to identify suitable placements. These fees do not guarantee that a placement will be successfully secured for each Student. If no Placement is accepted or utilised by the Student, the Client remains liable for the full payment of fees associated with the prospecting activity.
5.3. Where the Company is responsible for attempting to source work experience placements for students, the Company will endeavour to identify suitable opportunities within a 10-mile radius and/or 40-minute travel time from the Student’s school, using the most appropriate mode of transport. The Company will consider local availability and transportation options in determining the most appropriate placements. If no suitable Placements can be identified within this radius, the Company will communicate with the Client to explore further options.
5.4. We shall, with the Client, and the Business, administer the process of risk management for the Business, including but not limited to their premises and the works to be completed on the Placement. We shall do this where we have been given reasonable notice and at least 10 working days before the Placement. Where we have yet to receive such notice, we cannot guarantee that risk management and/or onboarding administration shall be completed before the start of the Placement date. It is your responsibility to check that risk management is in place before the start date; if this still needs to be completed, the Student will not be able to begin their Placement, and their start date will be delayed to accommodate such. The Business is responsible for the health and safety of the Student whilst in Placement as per HSE guidance.
5.5. If the Business has not engaged with us appropriately to assist with risk management, we will not be held responsible or liable for any delays regarding the student Placement.
5.6. Notwithstanding Clause 5.1, it is the Business’s responsibility to satisfy itself as to the suitability of Students and to take up any references provided by us and/or the Student before engaging them, and we cannot guarantee their acceptance.
5.7. We shall comply with the welcome pack guide and all instructions within it. Any detailed timescales are for guidance only and do not form the essence of the contract.
5.8. The Company bears no liability for any incidents, accidents, or issues that may arise during or as a result of the placement.

6. The Placement
6.1. If Work Experience services have been purchased as stated in Schedule 1 (where appropriate), the terms in this clause will apply to the client.
6.2. At the end of each week of a Placement (or at the end of the Placement where it is for one week or less), the Business shall be encouraged to confirm Student attendance via email links, or their Employer Portal.
6.3. The Student shall not receive any payment for works completed during their Placement.
6.4. Where a Placement is terminated due to the student’s actions or inactions, we reserve the right to charge to provide a replacement Placement. It shall be your responsibility to ensure that the Student is prepared for their Placement and complies with all instructions and rules given to them by the Business.
6.5. Where PPE, associated clothing, or uniform is required for the Student, it shall be your responsibility to ensure that payment can be made for such. Where payment is made directly by the Student, we cannot recover any payments made by them for such.
6.6. Where the Placement is of significant length or is part of our Early Access Programme, we may offer trial periods and review dates during the Placement to ensure that the Student and Business are satisfied. This shall be agreed upon, and you will be notified on a case-by-case basis. Details of such shall be available via our Software.
6.7. Where a Student is removed from a Placement for any reason, you may agree to an alternative Student who may undertake the Placement as an alternative.
6.8. The Business is under no obligation to accept another Student as an alternative.
6.9. We, you, or the Student may terminate a Placement without prior notice; however, you shall remain liable for our fees.
6.10. If the Business reasonably considers that the Student’s services or actions are unacceptable, unprofessional, disrespectful or dangerous, the Business may terminate the Placement at any time without prior notice and liability.
6.11. We will notify you promptly if we receive or otherwise obtain information that gives us reasonable grounds to believe that a Student supplied to the Business is unsuitable for the Placement and shall be entitled to terminate the Placement forthwith by notice in writing without prior notice and liability.
6.12. Where a Placement is terminated for reasons beyond our control, we may, at our discretion, offer a replacement Placement. We will not refund any costs.
6.13. If you wish to cancel the Contract with us after this MSA has been executed, you will not be entitled to a refund because the cost related to any underpinning technology and operations has already been expended.
6.14. In instances where there may be a recognised failure in the quality of Service provision, we may choose to provide you with Service credits for the following academic year at our sole discretion. There shall be no financial equivalent to these service credits and they shall not be refundable or exchangeable.

7. Payment
7.1. The fee payable for using the Software or Services is as stated in Schedule 1 (where appropriate). Payment is required before access to the Software or Services becomes available.
7.2. Unless otherwise specified, the fee is an annual fee which shall become due and payable as per Schedule 1 [and thereafter prior to the start of each subsequent academic year for which the Software or the Services will be used]. Upon expiry of your initial term, the contract shall automatically renew, with payment being collected through direct debit, BACS transfer, or credit/debit card unless you cancel in accordance with clause 10 and are invoiced accordingly.
7.3. At renewal, the original Order Form and any additional; amendments made during the term of the Contract will be relied upon. No new order form will be issued unless the Company in its absolute discretion decides otherwise, and all Services will continue under the terms of the initial order, unless otherwise agreed in writing. Any reference to Schedule 1 within the agreement is not applicable at renewal, and instead, services will be invoiced based on the original order form and any additions or amendments made during the previous term.
7.4. The Company reserves the right to issue a renewal invoice at any time during the first quarter (Q1) of the subsequent UK 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.
7.5. Upon the renewal of the Contract, any discounted pricing provided during the initial term shall no longer apply. The Client agrees that the renewal will be based on the Company’s standard pricing as outlined in the initial order form or Schedule 1, unless otherwise agreed in writing by both parties. The Company will provide notice of any pricing changes at least 30 days before the renewal date, in accordance with the notification requirements set forth in this Contract.
7.6. For the avoidance of doubt, if the original Order Form included discounted pricing for the initial term, the renewal pricing shall revert to the standard fee as outlined in the original order form or Schedule 1.
7.7. We reserve the right to review our licence fees periodically, in line with the Consumer Price Index (CPI) and during your contractual period. Before such a change takes effect, we will provide you with a minimum of 30 calendar days’ notice.
7.8. Any service-related charges will be invoiced in advance before we begin our services. All invoices are payable as per Clause 7.5.
7.9. All payments are payable via Direct Debit, BACS, or credit/debit card as specified within Schedule 1 (where appropriate), within 30 days of receipt of the invoice in advance on an annual rolling basis.
7.10. All sums payable under the Contract are exclusive of VAT at the current rate.
7.11. You agree that once an introduction to a Business has been made, that shall be treated as an introduction. Where we discover a Placement is made directly with a Business, you shall be liable to pay the full fee for a sourced Placement.
7.12. Where we discover that you have independently made contact with Businesses that we are also trying to engage with, you shall still be liable to pay the full fee for a sourced Placement.
7.13. You shall be liable for all additional services, claims, damages, costs, and expenses incurred by us, including but not limited to printing costs, travel costs, DBS checks where required, and any other third-party services, which shall be payable upon receipt of the invoice.
7.14. If payment is not received under clause 7.1 above, we reserve the right to suspend our services and charge interest on any outstanding fees at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the actual date of payment, by the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge the cost of legal expenses and other costs incurred to recover any outstanding debt.
7.15. 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.

8. Intellectual Property Rights, Claims and Disputes
8.1. The Software and any intellectual property rights of whatever nature now or in the future subsist in the Software and shall remain the Company or their representative’s property. This Contract does not constitute a sale of the original Software or any copies thereof.
8.2. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person.
8.3. We will defend, at our own expense, any claim brought against you alleging that the use of the Software infringes the intellectual property rights of a third party, provided that you:
8.3.1. give us the sole authority to defend or settle the claim;
8.3.2. furnish us with prompt written notice of the alleged claim and
8.3.3. Provide us with reasonable assistance concerning the claim.
8.4. We shall have no liability for any such claim resulting from any modification of any part of the Software by any party other than us or an authorised agent.

9. Our Obligations
9.1. We warrant that the Software will operate as described when used correctly, lawfully and in accordance with our instructions.
9.2. We warrant that we will use all reasonable care and skill in fulfilling our obligations under this Contract and that all personnel acting at our direction have qualifications and experience appropriate for the tasks they are allocated.
9.3. We will ensure that we and our Representatives take all reasonable precautions to ensure that no known viruses, spyware, or other malware for which detection and antidote software is generally available are coded or introduced into the Software.
9.4. If we receive written notice from you after the Contract is formed of any breach of our obligations, then we shall remedy the defect or error at our own expense and as soon as reasonably practicable.
9.5. When notifying us of a defect or error, please (where possible) provide us with a documented example and report any defect or error as soon as it becomes apparent, at least within 24 hours.
9.6. Our obligations are subject to you complying with your obligations under the terms of this Contract. They shall also be subject to the limits and exclusions of liability in clause 8. In particular, they shall not apply if any defect in the Software arose or was exacerbated as a result of:
9.6.1. Incorrect, dangerous, negligent or unlawful use, operation, or corruption of the Software;
9.6.2. any unauthorised modification or alteration of the Software; or
9.6.3. use of the Software with other software or on equipment with which it is incompatible.

10. Termination or Cancellation
10.1. Either party must give written notice to terminate under clause 10. Such notice must be given at least 90 days before the end of any Term and shall be effective only at the end of that Term.
10.2. In the event that the Client wishes to terminate the Contract after the 90-day notice period as specified in clause 10.1, but prior to the commencement of the subsequent Term, a cancellation fee will be applicable and payable by the Client. This fee shall amount to 35% of the total value of the renewal contract. Such fee is due to the preparation and resource allocation made in anticipation of the continued service. This fee shall be payable within 30 days of the late cancellation notice.
10.3. The Contract shall automatically terminate upon cessation of our Services where the Software is included in our other Services’ costs.
10.4. Either Party may terminate the Contract immediately by giving written notice to the other if the other Party commits any serious breach of any term of this Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 14 days after receiving a written request from the other Party to do so.
10.5. Examples of a serious breach is not limited to the following, but can include:
10.5.1. Non-payment or material delay of payment;
10.5.2. Unauthorised access or use;
10.5.3. Violation of intellectual property rights;
10.5.4. Breach of confidentiality;
10.5.5. Total non-provision of services;
10.5.6. Misrepresentation or fraud.
10.6. The Contract cannot otherwise be cancelled, and in this event, no refund will be provided. The Services will remain available to you until officially terminated.
10.7. Upon termination, the Client’s access and licence to use any Software provided by us shall terminate immediately, and we will irretrievably delete any Client Data contained in the Software.
10.8. In the event of any actual, threatened or suspected breach by the Client, including but not limited to non-payment, we reserve the right to immediately disable the Client’s account and access to any Software provided by us until we have investigated the breach.
10.9. The Company reserves the right to close an account if it is inactive for 6 consecutive months.
10.10. Any obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.
10.11. The rights to terminate this Contract given by clause 10 shall not prejudice any other right or remedy of either Party in respect to the breach concerned (if any) or any other breach.

11. Liability
11.1. 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.
11.2. Except as provided above, we will not, because of any representation, implied warranty, condition, undertaking or other term, or any duty at common law or under the express terms contained herein, 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 our officers, consultants, representatives, agents or otherwise) arising out of or in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied by law, are hereby expressly excluded to the maximum extent permitted by law. We shall not be liable for any loss or damage caused by cybersecurity breaches, data breaches, hacking, or third-party malicious activities, as we will have taken reasonable security measures.
11.3. In the event of a breach by us of our express obligations under these Terms and Conditions, the Client’s remedies will be limited to final court adjudged direct damages, which, in any event, shall not exceed the fees paid by the Client for the use of the Software in the 12 months preceding the date on which the alleged claim arose. Any claim must be brought within one year and due legal process must be followed.
11.4. Except for death or personal injury caused by our negligence, we will not, because of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied, are expressly excluded to the fullest extent permitted by law.
11.5. When in placements, Students are deemed to be under the supervision, direction, and control of the Business from when they report to take up duties and for the duration of the Placement. The Business will also comply in all respects with all relevant statutes, including, for the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act, by-laws, codes of practice, and legal requirements to which the Business is ordinarily subject in respect of the Businesses own staff including in particular the provision of adequate Employers and Public Liability Insurance cover for the Student during all Placements.
11.6. We shall not be liable for any delay, loss, cost, claim, expense or damage of any nature suffered or incurred by you due to our failure to introduce any Student to a Business.
11.7. You shall indemnify and keep us and our Representatives indemnified against any costs, claims, loss, damage, proceedings, expenses, legal fees, data breaches or liabilities incurred by us arising out of any Placement and/or as a result of any breach of these Terms and Conditions by you or your Representatives.

12. Confidentiality
12.1. 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.
12.2. This clause 12 shall survive termination of the Contract, however caused.
12.3. 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.
12.4. 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.
12.5. All details the Company provides relating to Businesses and Placements are confidential, and such information must not be passed to any 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.
12.6. 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.

13. No Employment
13.1. 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.
13.2. 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).

14. Data Protection
14.1. 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.
14.2. You shall:
14.2.1. Ensure any Personal Data uploaded to the Software is correct, and you have a lawful basis for doing so.
14.3. We shall:
14.3.1. 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;
14.3.2. implement appropriate measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration, or disclosure; and
14.3.3. take reasonable steps to ensure the reliability and confidentiality of any personnel with access to the Personal Data.
14.4. 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.
14.5. All of our relevant and appropriate GDPR policies can be found here:
14.5.1. https://changingeducation.co.uk/gdpr/
14.6. These policies are regularly reviewed and updated.
14.7. The Client is solely responsible for ensuring compliance with data protection laws, including the lawful processing and storage of personal data. The Company shall not be liable for any data breaches or violations caused by the Client’s (or its Representatives’) misuse of the Software, including improper handling of personal data or failure to implement necessary security measures.

15. Force Majeure
15.1. 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.
15.2. 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.

16. Waiver
16.1. 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.

17. Entire Agreement
17.1. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
17.2. 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.
17.3. We reserve the right to make reasonable adjustments to this MSA at any time.

18. Assignment
18.1. 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.
18.2. 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.

19. Third Party Rights
19.1. 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.

20. Notices
20.1. 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.
20.2. 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.

21. Change Requests
21.1. If any requests for changes or enhancements to our Software license or Services are made under these Terms and Conditions, then the parties acknowledge the process and conditions outlined in this clause 21 herein.
21.2. The Client may:
21.2.1. Submit specific change requests or ideas through an appointed Account Manager.
21.2.2. The Client acknowledges that submitted requests will be evaluated for their potential benefit to the overall customer base and the strategic direction of our solutions and services.
21.3. The Company will:
21.3.1. Review submitted change requests to assess applicability, suitability and potential impact across the Company’s client spectrum.
21.3.2. Communicate any applicable costs for the review and potential implementation of such changes, which will be determined on an individual basis.
21.3.3. Reserve the right to decline any change requests in our absolute discretion.
21.4. Evaluation of change requests may incur costs to cover the resources required for assessment. Implementation of any changes, particularly those unique to a single client’s needs, will incur a separate charge, to be agreed upon separately in writing.
21.5. For changes benefiting only one client we reserve the right to charge for the analysis of such requests, with no obligation to proceed with implementation.
21.6. Implementation, if agreed upon, will carry a separate charge, to be agreed separately in writing.
21.7. All decisions regarding the review and potential implementation of change requests rest solely with us. We commit to maintaining transparency in our evaluation process and to fostering a collaborative environment for continuous improvement of our products and services.

22. Severance
22.1. 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.

23. Law, Jurisdiction and Dispute Resolution
23.1. 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.
23.2. 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.
23.3. 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.