Careers Advice and Guidance Terms and Conditions
These Terms and Conditions apply to all Services provided by us, Changing Education Ltd, a company registered in England and Wales under number 06677456 whose registered address is 67 Kingsleigh Road, Stockport, England, SK4 3PP (“the Company/we/us/our”).
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “Client/you/your” means the School, college, firm or corporate body purchasing the Services. 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 business and the business will be the Client in the context of the Contract;
“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions, together with any special terms agreed in the Proposal;
“Course” means the BTEC or other course as agreed between us in accordance with the Proposal;
“Participant” means any individual attending a session booked by you;
“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; and
“Services” means the 1 to 1 sessions to be carried out by us as detailed in the Proposal.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing” and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant
time;
1.2.4 a clause is a reference to a clause of these Terms and Conditions; and
1.2.5 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 will have no effect on their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
2. The Contract
2.1 We will send you a written Proposal detailing the Services to be provided and our fees. A legally binding Contract between you and us will be formed when you accept our Proposal, by sending us written confirmation. The Contract will incorporate, and be subject to, these Terms and Conditions.
2.2 No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.3 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 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.
2.4 We will use all 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.
2.5 Once the Contract is formed, the Services will begin on the date as agreed between the parties and will continue on a rolling 12 month basis on the same Terms and Conditions as set out in this Contract, with the exception of the price, unless terminated or cancelled in accordance with the provisions as set out in clause 8 below. We will notify you of any change in price in accordance with these Terms and Conditions.
3. The advisory Services
The following clause applies if we are providing advisory Services only.
3.1 We will allocate an advisor to you when the Services commence, 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 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.
3.4 It shall be your responsibility to provide the premises for the Services. The premises should be suitable for the Services and have any facilities we specifically request.
3.5 It shall be your responsibility to notify us of any accessibility, disability, additional needs or allergen information of a Participant.
3.6 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.
3.7 The Services are not guaranteed to produce results, we cannot be held responsible for the quality and/or outcomes of the Services we have provided.
3.8 It is your responsibility to 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.
3.9 We are able to provide our Services in a variety of ways to meet your specific needs. Our Sessions can be delivered in a face-to-face format, or in an online format.
3.10 The coaching 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, 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.
4. Courses: The following clause applies if we are providing BTEC or any other courses only.
4.1 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.
4.2 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 all 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.
4.3 Courses are limited to a particular 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.
4.4 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.
4.5 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.
4.6 You are responsible for advising us as soon as possible (and in any
event no later than 6 weeks before the date of any examination), of
any special requirement or additional needs such as dyslexia, which
may require reasonable adjustments to be made for the examination;
4.7 The Participant is responsible 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.
4.8 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.
4.9 The Participant must conduct themselves in a responsible 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.
4.10 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 license 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 immediately. 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 possible 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 All invoices are payable in full, in pounds sterling, at the time of your
acceptance of our Proposal. This will secure your chosen date/time for
our Services and we cannot guarantee availability until payment is
received in full, without set-off, withholding or deduction.
6.2 All invoices will be exclusive of VAT where applicable.
6.3 Payments are to be made via BACS. We do not take payments via debit
or credit cards.
6.4 You also 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, or such other rate as may be agreed.
6.5 The time for payment is of the essence of the Contract. If you fail to
make any payment to us by the due date then, without prejudice to
any right which we may have pursuant to any statutory provision in
force, we will have the right to suspend the Services and charge you
interest on a daily basis at the rate of 8% per annum above The Bank
of England base rate from time to time, in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998. Such interest will
accrue after as well as before any judgment.
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:
7.1.1 100% of our fees if the cancellation takes place within 7 days of
the session date;
7.1.2 75% of our fees if the cancellation takes place more than 7 but
fewer than 14 days before the session date;
7.1.3 50% of our fees if the cancellation takes place more than 14 but
fewer than 30 days before the session date.
7.2 We will only accommodate an individual session being rescheduled on
one occasion. Further rescheduling will be chargeable in full.
7.3 If you cancel or reschedule, we will also charge for any costs incurred
by us, such as expenses.
7.4 We will endeavour to reschedule the session to meet your preferred
date and time, however we cannot guarantee this will be possible.
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. Termination
8.1 You are required to provide us with a minimum of 3 months’ written
notice before the end of the term if you wish to cancel the Contract.
8.2 We are entitled to cancel the Contract at any time by giving you 7 days’
written notice.
8.3 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.
8.4 Either Party has the right to terminate the Services immediately if the
other Party:
8.4.1 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
8.4.2 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.
8.5 In the event of termination, all payments required under the Contract
will become immediately due and payable.
8.6 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 8 on a pro-rata
basis.
9. Confidentiality
Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain
the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing.
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 license 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 8.
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, 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 Sub-Contracting
11.1 You may not, without our prior written consent, assign, transfer,
charge, sub-contract 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, sub-contract or deal in
any other manner with all or any of our rights or obligations under this
Contract, without your prior consent.
11.3 Where we sub-contract the performance of any of our obligations
under the Contract, we will be responsible for every act or omission of
the sub-contractor as if it were an act or omission of our own.
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 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 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 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 damages, which in any
event, will not exceed the total fees paid by you under the Contract.
12.4 We will provide, to the best of our knowledge, advice, guidance and
best practice based on the information provided by you. However, we
cannot accept responsibility for any actions taken as a result of our advice or recommendations. Further, we cannot be held liable for any consequences should our professional advice not be taken.
13. Restrictive Covenants
Neither Party will, during the term of the Contract and for a period of 6 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, sub-contractor or independent contractor of the other.
14. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. 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 or war, governmental action or any other event that is beyond the control of the Party in question.
15. Data Protection
15.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and any subsequent amendments to it.
15.2 We reserve the right to record sessions to anonymously use within the Company to develop our Services or otherwise for safeguarding purposes.
15.3 You are responsible for all data disclosed to us when providing our Services to you.
16. Waiver
No failure or delay by either Party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.
17. Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.
18. Notices
Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
19. Law and Jurisdiction
19.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.
