Terms of Business

TERMS AND CONDITIONS

 These Terms and Conditions constitute the contract between the Thought Bubbles Education Limited (“Thought Bubbles”) and “Client”, for the supply of services by Thought Bubbles to the Client and will apply in place of and prevail over any terms or conditions contained or referred to in the Client’s order or in correspondence or elsewhere whether explicit or implied.

These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of Thought Bubbles, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of Thought Bubbles and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

  1. SUPPLY OF SERVICES

1.1 In consideration of the payment of the Charges, Thought Bubbles shall make available to the Client the Personnel who shall provide the Services in accordance with the Thought Bubbles Proposal in the absence of a Project Scope document, or the Project Scope document, and these Terms and Conditions.

1.2. Thought Bubbles and/or its Affiliates shall procure that the Services are provided to the Client:

1.2.1. in accordance with the Thought Bubbles Proposal and the Project Scope document;

1.2.2. with such reasonable care and skill as would be expected from an experienced provider of services of a similar nature to the Services; and

1.2.3. in accordance with Applicable Law

1.3 Subject to clauses 4 (Delays) and 12 (Force Majeure), Thought Bubbles shall complete the Services by the Services Completion

1.4 Subject to clause 5, Thought Bubbles shall endeavour to meet the Key Milestones, however the Client acknowledges that such dates are estimates only and time for performance of the Key Milestones by Thought Bubbles shall not be of the essence.

1.5 Nothing in this agreement is intended to, or shall be deemed to, establish any employment or worker relationship, partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

  1. THOUGHT BUBBLES’S OBLIGATIONS

 2.1. Thought Bubbles shall co-operate with the Client in all matters relating to the

2.2. Thought Bubbles shall appoint the Thought Bubbles Manager, who shall have authority contractually to bind Thought Bubbles on all matters relating to the Thought Bubbles shall endeavour to ensure that the same person acts as Thought Bubbles’s Manager throughout the Term, but may replace them from time to time where reasonably necessary. Thought Bubbles shall promptly inform the Client where Thought Bubbles replaces the Thought Bubbles Manager during the Term.

2.3 During the Term, Thought Bubbles shall observe all health and safety rules and regulations and any reasonable security requirements that have been communicated by the Client to Thought Bubbles in advance pursuant to clause 3.1.5. Thought Bubbles shall notify the Client as soon as it becomes aware of any health and safety hazards or similar issues which arise in relation to the Services. Thought Bubbles shall not be liable for any breach of this Agreement arising as a result of Thought Bubbles complying with this clause 2.3.

  1. CLIENT’S OBLIGATIONS

3.1 The Client shall:

3.1.1. co-operate with Thought Bubbles in all matters relating to the Services;

3.1.2. appoint an Employee who shall have the authority contractually to bind the Client on matters relating to the Services;

3.1.3. provide for Thought Bubbles and its Affiliates, in a timely manner and at no charge, access to the Client Location(s) and, where required, access to the Client’s premises, office accommodation, data and other facilities as reasonably required for the performance of the Services;

3.1.4. provide to Thought Bubbles and/or its Affiliates any Resources as agreed between the Parties in the Thought Bubbles Proposal and ensure that they are accurate, fit for purpose and conform to Applicable Law;

3.1.5. ensure a safe and secure work environment is provided to Thought Bubbles and its Affiliates at all times, providing Health & Safety briefings and identifying, monitoring, removing and disposing of any hazardous materials before and during the supply of the

  1. DELAYS

4.1. Where Thought Bubbles is unable to complete the Services (or any element thereof) by the Services Completion Date, Thought Bubbles shall complete the Services as soon as commercially viable without additional charge.

4.2. Clause 4.1 shall not apply in respect of any delay to the extent caused by the Client or its representatives or arising out of, or relating to:

4.2.1. any inaccuracies within, or delays in providing, any of the Resources as detailed in the Thought Bubbles Proposal;

4.2.2. any failure or delay by the Client in providing access to the Client’s premises to conduct the Services

4.3. Where Thought Bubbles’s performance of its obligations under this Agreement is prevented or delayed by any events anticipated at clause 5.2:

4.3.1. Thought Bubbles shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such fault and/or delay; and

4.3.2. the Services Completion Date shall be postponed by the period of such

  1. PERSONNEL

5.1. Thought Bubbles shall provide suitable Personnel to perform the The Personnel shall at all times be and remain employees of and/or contracted to Thought Bubbles.

5.2. Thought Bubbles shall use all reasonable endeavours to ensure that the Personnel will meet the Client’s requirement for the Services as set out in the Thought Bubbles Proposal.

5.3. The Client shall not, without the prior written consent of Thought Bubbles, at any time from the date of this Agreement to the expiry of the period twelve months after the Services Completion Date or the date of termination of this Agreement (whichever is the later) solicit or entice away from Thought Bubbles or employ or attempt to employ any Personnel who has been, engaged by Thought Bubbles in the provision of the Services.

5.4. Unless in accordance with Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), the parties agree that it is not anticipated that the employment of any person who is employed, or formerly employed, by either Party or any sub-contractor of either Party, shall transfer to the other Party as a consequence of the commencement or cessation of the provision of the Services by Thought Bubbles. Each Party shall indemnify the other Party against all liabilities which are incurred which relate to, or arise out of, any claim by or in respect of any person employed or formerly employed by either Party or any sub- contractor of either Party, in respect of which it is alleged that such person’s employment has transferred as a consequence of the commencement or cessation of the provision of the Services by Thought Bubbles.

  1. CHARGES AND PAYMENT

6.1. The Client shall pay the Charges in accordance with the Project Scope document (without deduction or set-off) on the Payment Dates, together with VAT, charged at the standard rate on all fees, where applicable.

6.2. Where Thought Bubbles provides any Additional Services, Thought Bubbles shall invoice the Client and the Client shall pay any additional charges in accordance with clause 6.4.

6.3. The Client shall pay each invoice submitted to it by Thought Bubbles, in full and in cleared funds, within 14 days of date of the invoice to a bank account nominated in writing by Thought Bubbles.

6.4. Without prejudice to any other right or remedy that it may have, if the Client fails to pay any sums due to Thought Bubbles on the due date, Thought Bubbles reserves the right to:

6.4.1. charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8 per cent (8%) per annum above the base lending rate from time to time of the Bank of England from the due date until the date of payment; and,

6.4.2. suspend all Services until payment has been made in

6.5. All sums payable to Thought Bubbles under this Agreement shall become due immediately on its termination, despite any other

  1. CHANGE CONTROL

7.1. If either Party wishes to change any part of the Services or any aspect of this Agreement (an “Amendment”), it shall submit details of the requested change to the other in writing.

7.2. If the Client wishes Thought Bubbles to proceed with the Change, Thought Bubbles has no obligation to do so unless and until the Parties have agreed the necessary Change and any variations to the Charges, the Services, the Services Description and/or any other relevant terms of this Agreement to take account of the Change and this Agreement.

7.3. Thought Bubbles may charge for the time it spends assessing a request for a Change from the Client on a time and materials

  1. CONFIDENTIALITY

8.1. All information which is of a confidential nature and has been disclosed to one Party (or its employees, agents or subcontractors) (the “Disclosing Party”) to the other Party (or its employees, agents or subcontractors) (the “Recipient”) and any other confidential information concerning either Party’s business or the Services is subject to the General Data Protection Regulation (GDPR) 2016 and is provided solely for the purpose of providing Services to the In addition, information relating to Thought Bubbles which is capable of being confidential must be kept confidential and not divulged to any third party, except information that is in the public domain. The information which does not relate to either party and is obtained by Thought Bubbles in the act of conducting the Services is the property of Thought Bubbles and may be used as Thought Bubbles without restriction.

8.2. The Recipient may only disclose such information:

8.2.1. to its employees and affiliates, who need to know such information for the purposes of carrying out the Recipient’s obligations under this Agreement; and

8.2.2 as may be required by law, court order or any governmental or regulatory

  1. INSURANCE

Thought Bubbles shall obtain and maintain insurances required to conduct the Services.

10. LIABILITY

10.1. Each party’s total liability to the other in respect of all breaches of duty shall not exceed the greater of £50,000 or 125% of the total charges paid by the Client and all sums payable by the Client under the agreement in respect of services actually supplied by Thought Bubbles, whether or not invoiced to the Client.

10.2. Neither party shall be liable for, and each party wholly excludes any indirect or consequential losses (including any loss of profits, anticipated savings or any loss of or damage to goodwill)

10.3. Neither party excludes or restricts its liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

11. TERM AND TERMINATION

11.1. Unless terminated earlier in accordance with the remaining provisions of this clause 11, this Agreement shall come into force on the date of this Agreement and continue in force until the Services have been completed by Thought Bubbles.

11.2. Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party: (a) commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or (ii) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

11.3. On termination of this Agreement for any reason the Client shall immediately pay to Thought Bubbles all Charges and properly accrued sums under this Agreement which are payable as at the date of termination.

  1. FORCE MAJEURE

A Party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement to the extent arising from or attributable to a Force Majeure Event provided that: (a) as soon as reasonably possible (and within 7 days from its start) it notifies the other party in writing of the event; and (b) it uses all reasonable endeavours to mitigate its effect on the performance of its obligations. If the period of delay or non-performance continues for 14 days, the party not affected may terminate this agreement by giving written notice to the affected party.

  1. VARIATION

 No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

  1. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

  1. ENTIRE AGREEMENT

 Agreement and any documents referred to in it constitute(s) the whole Agreement between the Parties and supersede(s) any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

  1. SUBCONTRACTING

 Thought Bubbles shall be entitled to sub-contract the performance of the Services under this Agreement provided that Thought Bubbles shall remain fully responsible and liable for the acts or omissions of its sub-contractors at all times.

  1. THIRD PARTY RIGHTS

A person who is not Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except to the extent that this Agreement expressly provides. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

  1. NOTICES

 All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

  1. GOVERNING LAW AND JURISDICTION

 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

 

 

Last Updated: October 7th 2024

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