In these terms, “We”, “Our” and “Us” refers to Heddle Education Limited (company number 16703611) and “You”, “Your” and “Client” refers to the Client identified in the attached Agreement, individually the “Party” and collectively the “Parties” to the Agreement. The “Services, “Term” and “Payment” are also defined in the Agreement.
Except as otherwise provided in the Agreement, all monetary amounts referred to in these terms are in GBP and do not include VAT. Invoices are due within 30 days of receipt. Late invoices are subject to interest at the Bank of England base rate plus 8%.
In addition to Our fees, You are responsible for reimbursing expenses incurred on Your behalf. Expenses listed in our expenses policy do not require pre-approval. Where We appoint suppliers on Your behalf, You agree that We are acting as Your agent only with no responsibility as principal. We will have no role in quality control unless a supervision fee is specified in the Agreement.
The Services described in the Agreement may be amended by mutual agreement. Amendments to the Services must be confirmed in writing by both Parties. The Payment will not be increased or reduced for non-material changes to the Services. We will provide a written quotation for any material changes that You require.
Except as otherwise provided in the Agreement, We may engage a sub-contractor to perform some or all of Our obligations to You. If We do, We will pay the sub-contractor directly and Your Payment will remain payable to Us. For the purposes of indemnification, such sub-contractor is Our agent. You agree that you will not hire or engage any third parties to assist with the provision of the Services.
Except as otherwise provided in the Agreement, We will have full control over working time, methods and decision-making in relation to the Services. We will work autonomously and not at Your direction but We will be responsive to Your reasonable needs and concerns. Any agreement that We enter with You is non-exclusive and either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
All intellectual property remains Our sole property and Our use of Our intellectual property will not be restricted in any way. On completion of all work and receipt of all fees and expenses, We will transfer to You a non-transferrable licence to use the intellectual property for non-commercial purposes in Your organisation.
Confidential information refers to any data or information relating to Your business which would reasonably be considered proprietary, including but not limited to accounting records, business processes and records that are not generally known in Your industry and where the release of that confidential information could reasonably be expected to cause You harm. We agree that We will not disclose any confidential information, except as authorised by You or required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of the Agreement.
Both Parties confirm that they shall comply with their obligations and duties under the Data Protection Act 1998. Where necessary, the parties shall obtain and maintain appropriate data protection notification entries on the UK Information Commissioner’s Register of Data Controllers. The Parties shall discuss and agree appropriate security measures to be implemented in respect of the exchange data, including personal data, between the Parties.
Except where specified in these terms and the Agreement, the rights and obligations set out in the Agreement shall automatically terminate upon the complete delivery of the Services. On termination, You will promptly settle any outstanding Payment for the Services performed and any expenses that We incurred before We received written notice of the termination.
The Parties agree to do everything necessary to ensure that the terms of the Agreement take effect. Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.
Our liability under the Agreement or in tort (other than in respect of death or personal injury) shall not exceed the greater of the sum paid by You under the Agreement or such sum as We may receive in respect of any claim under any insurance policy effected by Us.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.
If either Party is affected by Force Majeure it shall promptly inform the other Party in writing of the matters constituting the Force Majeure and shall keep such Party fully informed of the continuance and of any change of circumstances while such Force Majeure continues. If the Force Majeure continues for longer than one (1) month the Parties shall undertake discussions to resolve any breach of the Agreement and/or any other issues arising from the Force Majeure event, in all cases acting reasonably in the circumstances.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement or these terms by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Agreement.
Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each party or an authorised representative of each party.
The Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the parties at the addresses given in the Agreement or to such other address as either Party may from time to time notify the other.
This document sets out the type of personal data that Heddle Education Ltd. collects and how it is processed.
Our registered office address is 9 Bank Road, Bristol, BS15 8LS.
We can be contacted by email at operations@heddle-education.com.
We collect and process the following information:
Most of the personal information we process is provided to us directly by you for one of the following reasons:
We also receive personal information indirectly, from the following sources in the following scenarios:
From your school or college, when they ask us to review or analyse data that includes your personal information.
Under the General Data Protection Regulation (GDPR), the lawful basis we rely on for processing this information is:
In some instances, we also rely on the lawful bases of:
We use your information to carry out our contractual and statutory obligations. We may share information that we collect with your school/college. We may also share information with partners or sub-contractors to meet our contractual obligations.
Your information is stored online. For our contractual obligations (including data which we collect and that which is supplied to us), we delete your data one year after the end of the contract. For obligations as employers, we keep your data for seven years after the end of your employment (or most recent employment if you are later re-employed by us). We dispose your information by deleting electronic data and shredding any paper copies.
Under data protection law, you have rights including:
You have the right to ask us for copies of your personal information.
You have the right to ask us to rectify information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete.
You have the right to ask us to erase your personal information in certain circumstances.
You have the right to ask us to restrict the processing of your information in certain circumstances.
You have the the right to object to the processing of your personal data in certain circumstances.
• Your right to data portability
You have the right to ask that we transfer the information you gave us to another organisation, or to you, in certain circumstances. You are not required to pay any charge for exercising your rights. If you make a request, we have one month to respond to you.
Please contact us at operations@heddle-education.com if you wish to make a request.
If you have any concerns about our use of your personal information, you can make a complaint to us at operations@heddle-education.com.
You can also complain to the ICO if you are unhappy with how we have used your data.
The ICO’s address is:
Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow, Cheshire
SK9 5AF
Helpline number: 0303 123 1113
ICO website: www.ico.org.uk
Where our work for you involves travel, and unless otherwise specified, expenses up to the following amounts do not need pre-authorisation.
Travel and accommodation costs are chargeable once booked.