Agreed Terms

Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. ABOUT US
   • 1.1 Company details. Best Practice Network Limited (company number 04472661) (we and us) is a company registered in England and Wales and our registered office is at Newminster House, Baldwin Street, Bristol, BS1 1LT. Our VAT number is 974 9698 34. We operate the website www.bestpracticenet.co.uk and www.outstandingleaders.org[Thrings1] (website).
   • 1.2 Contacting us. To contact us telephone 0117 920 9200 or e-mail enquiries@bestpracticenet.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 24.2.
2. OUR CONTRACT WITH YOU
   • 2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • 2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
   • 2.3 Individual or tailored services/products bought or contracted from us, or products/services funded directly by the Department for Education or the Education and Skills Funding Agency (ESFA) may be subject to terms and conditions outlined in that contract which will supersede these Terms to the extent of any conflict.
   • 2.4 The contracting parties. The Contract is between us and you. If you are entering into the Contract on behalf of a relevant School or other educational establishment, you warrant that you have the appropriate authority to enter into this Contract on behalf of that School/educational establshment.
   • 2.5 Language. These Terms and the Contract are made only in the English language.
   • 2.6 Please check these Terms regularly. We reserve the right to update them at any time
     without notice. If you need further clarification on any aspect, please contact us.
3. PLACING AN ORDER AND ITS ACCEPTANCE
   • 1 Placing your order. Please follow the onscreen prompts to place your online order or application for the services you require, which may include a programme, course, qualification, network or subscription offered by us (Services). You may only submit an order or application using the method set out on the site. Each order or application is an offer by you to buy the Services subject to these Terms.
   • 2 Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any other details submitted by you are complete and accurate.
   • 3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
   • 4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.[Thrings2]
   • 5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. CANCELLING OR CHANGING YOUR ORDER AND OBTAINING A REFUND
   • 4.1 The Terms in this section 4 do not apply if you are following the EYITT course, or a Department for Education funded ECF or NPQ course.
   • 4.2 You may cancel the Contract or defer your access to or use of the Services, if you notify us as set out in this clause 4. You cannot cancel the Contract once we have completed the Services.
   • 4.3 To cancel the Contract, you must email us, telephone us or write to us by post at the details provided on our website. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
   • 4.4 If you cancel the Contract, any refund we may decide to grant for the Services shall be made by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation, or make other deductions in accordance with this clause 4.
   • 4.5 Deferring from one of our programmes, courses or qualifications (Programmes).
   • • (a) Candidates may apply for a deferral in exceptional circumstances, for example sickness, bereavement, maternity/paternity leave or another exceptional reason. Those wishing to defer their place on a Programme must contact us with the reason for deferral as soon as possible. They will then be asked to complete a deferral request form. Deferrals will only be granted in exceptional circumstances and at our discretion.
     • (b) In order to be eligible for deferral, candidates must have paid a minimum of 25% of the Programme fee. Candidates can defer for a maximum of 12 months from the date of notifying us of their deferral. If candidates defer and then decide not to re-engage with the Programme, they will be subject to the withdrawal policy below plus an additional administration fee of £150.
     • (c) Please be aware that additional charges may apply upon re-engagement with the Programme:
       • (i) re-engagement with the Programme at the point of deferral will result in no extra charge e.g. candidates who defer after day 2 and re-engage at day 3 will not be charged to re-engage;
       • (ii) repeating any part of the Programme previously completed prior to deferral will incur a charge of £100 per part of the Programme repeated e.g. candidates who defer after day 2 but wish to repeat days 1 and 2 will be charged £200.
   •  4.6 Withdrawing from one of our Programmes.
     • (a) We recognise that, on occasion, candidates may book onto Programmes and subsequently find themselves unable to continue. In these situations, we ask that candidates contact us as soon as possible and complete a withdrawal request form.
     • (b) It may be possible for you (as a School) to send a replacement candidate however this would need to be agreed with us before the Programme has started to ensure that we can meet their requirements and provide our high standards of service.
     • (c) If a candidate withdraws after having been accepted on to the course, we will invoice you for expenses incurred, based on a sliding scale of fees (below):

• (d) We define engagement on a Programme as registration of the candidate to our VLE (Virtual Learning Environment, also known as Canvas) or the sending of confirmed group details from us to you or the candidate.

• 4.7 Cancellation by us.
  • (a) We are committed to offering high quality Programmes that meet the needs of candidates and will always aim to plan viable events. Occasionally, circumstances will arise which result in the need to cancel an event or Programme.
  • (b) When this is the case, we will take proactive steps to inform you as soon as possible. We reserve the right to modify or cancel any event or Programme if unforeseen circumstances arise but will use reasonable endeavours to avoid doing so.
  • (c) If we cancel a Programme, we will:
    • (i) offer a refund for any fees paid (by cheque/BACS); or
    • (ii) provide a credit transfer for an alternative event or Programme.
  • (d) We will provide any relevant further details and options available at the time of cancellation.
• 4.8 Withdrawing from the School Leaders Coaching Support Service.
  • (a) You may cancel the Contract by notice to us in writing at any time up to 14 days after the Commencement Date. It is your responsibility to ensure and confirm that any notice of cancellation has been received by the relevant Programme coach (Coach) and that you have received an acknowledgement of receipt from us.
  • (b) In the event of your cancelling the Contract other than in accordance with clause 4.8(a) any Charges paid will be retained by us as outlined in clause 4.6.
  • (c) In the event of your being unable to attend a coaching session on the date you originally booked you must inform your Coach directly to re-schedule the coaching session no less than 2 working days before the agreed coaching session date. If the cancellation is within 2 working days of the agreed coaching session, the Coach and we will use reasonable endeavours to accommodate requests for transfers to alternative dates but shall be under no obligation to grant such requests.
  • (d) If it is not possible to arrange for you to attend an alternative coaching session date the session will be deemed cancelled and any Charges paid or payable will be due and not refunded.
  • (e) All cancellations must be sent to us in writing by email to npq@bestpracticenet.co.uk. We cannot accept verbal course cancellations.
  • (f) Substitute candidates cannot be used, unless approved in writing by us.
• 4.9 Assessment. Assessment fees are non-refundable, regardless of final outcome. Rearrangement of assessment including those marked ‘Partially Met’ may incur an additional charge. There may not always be an opportunity to rearrange or retake Programme assessment.
• 4.10 Certificates. One issue of Programme completion certificates or assessment outcome certificates are included in the cost of the Programme. Replacement or additional certificates printed after the original copy may incur a charge (confirmed at the time of request) to cover production and postage. Please note that some Programmes are not able to issue replacement certificates depending on the guidelines of any funding agency involved.
• 4.11 Bursaries and scholarships.
  • (i) Where a Programme entitles candidates or schools/settings to claim a bursary in support of their study, failure to engage fully with the Programme and all associated elements can affect bursary payments.
  • (ii) Withdrawal (whether instigated by you, the candidate or us) and deferral from the chosen Programme may result in bursary payments being terminated or suspended depending on the funding requirements. Bursary payment options will be confirmed with candidates at the time of deferral or withdrawal.
  • (iii) Those successful in claiming scholarship funding may be liable to repay scholarship funding if Programme deferral or withdrawal takes place.
  • (iv) Applicants unsuccessful in claiming scholarship funding will be required to pay the full cost of the Programme.

5. SICKNESS AND ILL HEALTH
   • 5.1 If our performance of any of our obligations under the Contract is prevented or delayed due to sickness or ill health or the sickness or ill health of any of our Coaches or employees we shall inform you as soon as is reasonably practical and such sickness or ill heath shall constitute an Event Outside Our Control for the purposes of clause 22.
6. OUR SERVICES
   • 6.1 These Terms apply to all Services we provide from time to time, including BPN Programmes, Outstanding Leaders Partnership qualifications, School Leaders Coaching Support services and the School Leaders Network.
   • 6.2 Descriptions and illustrations. Any example coaching or training sessions or presentations, descriptive matter or advertising issued by us and any illustrations or descriptions of the programmes contained in our catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the programmes described in them. They shall not form part of the Contract or have any contractual force except where expressly provided in these Terms.  
   • 6.3 Compliance with specification. Subject to our right to amend the specification (see clause 6.4) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
   • 6.4 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
   • 6.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
   • 6.6 Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
   • 6.7 While we endeavour to ensure that the information on this website is correct, we do not warrant the accuracy and completeness of the material. We may make changes to the material on this website, or to the products and prices described in it, at any time without notice. The material on this website may be out of date, and we make no commitment to update such material.
   • 6.8 The material on this website is provided "as is" without any conditions, warranties or other terms of any kind. Accordingly, to the extent permitted by law, we provide you with this website on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for these Terms might have effect in relation to this website.
   • 6.9 Access to course materials/tools
     • (a) Access to course/programme content/the VLE (also known as or referred to as Canvas) will be provided for the duration of your chosen Programme and for three months after completion. In instances where a deferral or extension has been granted this access period may extend beyond the original or normal length of your chosen Programme, subject to our confirmation and may be subject to additional fees payable to us.
     • (b) Removal of candidate access to the VLE will also remove any and all content added to the VLE.
     • (c) Content will not be retained or archived by us for access at a later date.

7. YOUR OBLIGATIONS
   • 7.1 It is your responsibility to ensure that:
     • (a) the terms of your order are complete and accurate;
     • (b) you co-operate with us in all matters relating to the Services;
     • (c) you provide us, our employees, agents, consultants and subcontractors with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects, and access to any of your premises or facilities as we may reasonably require;
     • (d) you prepare your equipment and premises for the supply of the Services;
     • (e) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
     • (f) you comply with all applicable laws;
     • (g) you keep all of our materials, equipment, documents and other property (Our Materials) in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
   • 7.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):
     • (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 21 (Termination);
     • (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
     • (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
   • 7.3 Candidates registering or applying for any Services confirm that all information submitted is accurate and true and agree to adhere to our Terms. Any false or misleading information may result in forfeit of fees paid, withdrawal from the Services or other sanction. It is the responsibility of candidates to inform us and the relevant assessment centre of any changes or amendments to personal circumstances or contact details.
   • 7.4 Candidates agree not to share, duplicate or infringe any of our rights, including copyright in our Services (including our Programmes) or other content without our express prior permission in writing. Candidates are responsible for managing their attendance of events whether face-to-face or online.
   • 7.5 Candidates are responsible for tracking their own progression and completing their assessment in the allotted time frame.
   • 7.6 Candidates may not transfer their place on our Programme to another person without our express written permission. Candidates wishing to transfer onto another Programme should contact us, providing reasons.
   • 7.7 You are solely responsible for securing and backing up your content.
8. SCHOOL LEADERS NETWORK
   • 8.1 This clause 8 applies to the School Leaders Network subscription service only.
   • 8.2 In these Terms, Content means all the content available on the website including courses, videos, case studies, sample files and user forum content.
   • 8.3 12 Month Membership Subscription Agreement
     • (a) You understand and agree that you have committed to a 12-month renewable membership subscription agreement and you agree to the membership fees payable by you at the rate offered at purchase for a period of 12 months to access the website.
     • (b) Membership is annual and is valid for 12 consecutive months from the day of joining. Membership shall renew automatically for a further 12-month period provided the original credit or debit card used to make payment remains valid, unless and until terminated in accordance with these Membership Terms.
     • (c) You must pay the subscription by credit or debit card.
     • (d) If you fail to pay your membership fee, we reserve the right to suspend your membership until payment is received.
   • 8.4 Cancellation of 12 Month Membership Subscription Agreement
     • (a) You are able to cancel your membership in the first 30 days for a full refund. Please email info@bestpracticenetwork.co.uk to cancel.
     • (b) If you wish to cancel your membership after the first 30 days, no refund will be provided for the remaining 12 month subscription. Your membership will terminate and no automatically renew after the expiry of the remaining term of your 12 month subscription. You will have no further access to the Content or the Services.
   • 8.5 Membership
     • (a) Your Membership is non-transferable. You must not share your username and password with anyone else or allow anyone else to access the website using your username and password.
     • (b) You are responsible for every use of the website that occurs in conjunction with use of your username and password. You must use reasonable efforts to keep your username and password confidential. You must notify us as soon as you become aware of any unauthorised use of your membership, username or password.
     • (c) Membership is based on a 12-month subscription fee which is detailed on the website sign up page. Your membership, or access to Content and areas of the website, will be suspended or cancelled if payment is not successfully processed upon application.
     • (d) You can ask for a refund of subscription fees during the first 30 days of your subscription. You may also have rights granted to you by law which may entitle you to a refund of fees in specific circumstances. Apart from those things, refunds of subscription fees will not be made.
   • 8.6 Refusal, suspension or termination of membership
     • (a) We may, in our discretion, immediately restrict, suspend or terminate your membership and access to the website if we consider you in breach of these Terms, any other website rules, or applicable law.
     • (b) We reserve the right to refuse membership in our discretion (examples include previous breaches of membership terms on any of our websites and previous utilisation of the website 30 day trial period).
   • 8.7 Liability and disclaimer
     • (a) We do not promise that the Content or your access to the website will be uninterrupted or error-free, that any defects will be corrected, or that the website or Content are free of viruses or any other harmful components;
     • (b) We make no promises regarding your access to, or the results of your access to, the website or Content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
     • (c) Except as provided in an applicable law, we and our affiliates are not liable for indirect, incidental, special or consequential damages, loss or revenue or loss of profits which result from any use of or access to, or any inability to use or access, the website.

9. AVAILABILITY AND USE OF THE WEB SITE
   • 9.1 The website will usually be available 24 hours a day, seven days a week. We reserve the right, however, to interrupt or suspend your access to the website or the provision of the website services and Content, for maintenance, technical or other reasons.
   • 9.2 When accessing and using the website and its services and content, you must comply with directions, instructions or protocols posted on the website or otherwise requested by us.
   • 9.3 We are pleased to be able to offer a wide range of exclusive Content on the website for your educational and learning needs, which we aim to regularly review. The Content may be updated, changed or removed from time to time, at our discretion, so we cannot guarantee that specific Content will always be available on the website.
10. INTELLECTUAL PROPERTY RIGHTS IN CONTENT
    
    • 10.1 Each item of Content is copyright of its author. We own or are licensed to use any School Leaders Network-contributed Content, and all other rights in the website including its design, compilation and look and feel.
    • 10.2 Your membership gives you a right (a revocable, non-exclusive, non-transferable licence) to use the Content for personal purposes during the term of the Contract. You must not redistribute or otherwise make available Content (such as courses, videos, podcasts and source files). Any project files, PowerPoints or other assets associated with Content are included to demonstrate the course or tutorial. You may use, modify and manipulate files for your own personal educational purposes, but you must not otherwise exploit the files and the assets in them, or redistribute or otherwise make available the files or assets.
    • 10.3 You may use the procedures and techniques demonstrated in the Content (that is, the knowledge you gain) for any educational or personal purpose in accordance with these Terms.
    • 10.4 The trademarks and logos displayed on the website are, unless otherwise stated, those belonging to us and you must not use these without our prior written approval.
    • 10.5 Intellectual property complaints
      • (a) We respect the intellectual property rights of others, and require that you do the same.
      • (b) Please contact us if you believe that your intellectual property or other rights are being affected by anything on the website.
      • (c) If you are specifically making a copyright-based claim regarding Content, please forward the following information to us:
        • (i) your address, telephone number, and email address;
        • (ii) a description of the location of the alleged infringing material;
        • (iii) a description of the copyright work that has been allegedly infringed; and
        • (iv) a statement by you that you warrant that the information given in your claim is accurate and that you are either the copyright owner or are authorised to act on the copyright owner’s behalf.

11. FAIR USE AND PROHIBITED CONDUCT
    • 11.1 You are permitted to download Content to your computer as part of your membership.
    • 11.2 Your use of the website and the Content must be fair, genuine and reasonable. For example, the total amount of Content you download must be reasonable in light of your genuine education and learning needs, and the time needed to genuinely engage with the Content. We will use our reasonable discretion to decide whether a member has complied with the ‘fair use’ policy.
    • 11.3 You must not:
      • (a) mass download Content;
      • (b) use a false email address, impersonate others, or misrepresent your affiliation with others;
      • (c) insert advertising, branding or other promotional content into the website or Content;
      • (d) attempt to gain unauthorised access to computer systems or materials through the website;
      • (e) engage in automatic gathering of information from or through the website (such as “spidering”, “screen scraping”, “database scraping” or harvesting of e-mail addresses);
      • (f) attempt to interrupt or alter the website’s operation in any way (for example through sending mass unsolicited messages, “flooding” servers, or introducing a virus, time bomb, trojan horse, worm, cancelbot or other computer routine) or knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
      • (g) Not to access without authority, interfere with, damage or disrupt:
        • (i) any part of our site;
        • (ii) any equipment or network on which our site is stored;
        • (iii) any software used in the provision of our site; or
        • (iv) any equipment or network or software owned or used by any third party.
      • (h) use the website or the Content in a way that violates applicable law, that violates third party intellectual property or other rights, or that is, fraudulent, obscene, offensive, harmful or defamatory; or
      • (i) except as allowed in these Terms, copy, distribute, transmit, modify or otherwise exploit the Content or any other data or code made available through the website.

12. WEBSITE, FORUM AND COMMUNITY RULES
    • 12.1 We reserve the right, but are not obliged, to monitor all material posted to the website. We are not responsible or liable for material posted by others. We do, however, reserve the right to edit, refuse to post or to remove matter that in our discretion is objectionable or in violation of these Terms, our policies or applicable law.
    • 12.2 Whenever you make use of a feature that allows you to upload content to our website, or to make contact with other users of our site, you must comply with these Terms.
    • 12.3 You warrant that your use of the website and any contribution you make complies with these Terms, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
    • 12.4 Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
    • 12.5 You must not upload or post any materials that:
      • (a) restrict or inhibit others’ use or enjoyment of the website;
      • (b) are false, misleading, fraudulent, unlawful, abusive, harassing, harmful, defamatory, obscene, vulgar, or offensive;
      • (c) infringe others’ rights, including privacy or intellectual property rights;
      • (d) disclose personal information about others, particularly sensitive information;
      • (e) contain a virus, spyware, or other harmful component; or
      • (f) contain commercial solicitation or ‘spam’ of any kind.

13. CHANGES TO TERMS
    • 13.1 We may change these Terms from time to time, but we will notify you before doing so. You will be given the opportunity to cancel your subscription if you do not want to accept the changes. If you do not opt out in this way, your continued subscription to and use of the website will be an acceptance of the updated Terms.
14. CHARGES
    • 14.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 14.
    • 14.2 The Charges are the prices quoted on our site or the relevant applications portal at the time you submit your order.[Thrings3]
    • 14.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
    • 14.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 14.7 for what happens if we discover an error in the price of the Services you ordered.
    • 14.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
    • 14.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    • 14.7 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
    • 14.8 If a candidate leaves their current employment and the School employing them had agreed to pay Programme costs including assessment fees, then liability for payment of unpaid monies remains with the School[Thrings4]. Course/programme fees will be invoiced before the start of the Programme and will need to be paid within 30 days of the date of invoice. The candidate’s School will be invoiced by default, unless otherwise notified by the candidate at the time of application/registration.
15. HOW TO PAY
    • 15.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order. You may not access or use the Services prior to our receipt of payment.
    • 15.2 You can pay for the Services using our online payment service. Credit card payments will be processed by the service provided by Stripe; direct debit payments are available from any UK based bank account, using the service provided by GoCardless[Thrings5]. Where these services are used, the terms and conditions of those service providers will apply and will take precedence should any conflict occur with these Terms
    • 15.3 We will send you an electronic invoice within fourteen days of the beginning of the month following payment. For any failed or cancelled payments, a £[20] administration fee will be levied.[Thrings6]
    • 15.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 21 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 15.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • 15.5 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16. COMPLAINTS

If a problem arises or you are dissatisfied with the Services, please contact us.

17. INTELLECTUAL PROPERTY RIGHTS
    • 17.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
    • 17.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables for candidates’ educational and development purposes. You may not sub-license, assign or otherwise transfer the rights granted in this clause 17.2.
    • 17.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
    • 17.4 We are the owner or the licensee of all intellectual property rights in our website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
    • 17.5 You may print off one copy, and may download extracts, of any page(s) from our website for your personal educational use and you may draw the attention of others within your organisation to content posted on our website.
    • 17.6 Our status (and that of any identified contributors) as the authors of content on our website must always be acknowledged.
    • 17.7 You must not use any part of the content on our website for commercial purposes without obtaining a licence to do so from us or our licensors.
    • 17.8 If you print off, copy or download any part of our website in breach of these Terms, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
18. HOW WE MAY USE YOUR PERSONAL INFORMATION
    • 18.1 We will use any personal information you provide to us to:
      • (a) provide the Services;
      • (b) process your payment for the Services; and
      • (c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    • 18.2 Further details of how we will process personal information, our information collection and use of any personal information about you is set out in our Privacy Notice (https://www.bestpracticenet.co.uk/privacy-notice).
    • 18.3 We may disclose any personal information as necessary to satisfy any law, regulation or government request.
    • 18.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
19. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • 19.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • (a) death or personal injury caused by negligence;
      • (b) fraud or fraudulent misrepresentation; and
      • (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • 19.2 Subject to clause 19.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • (a) loss of profits;
      • (b) loss of sales or business;
      • (c) loss of agreements or contracts;
      • (d) loss of anticipated savings;
      • (e) loss of use or corruption of software, data or information;
      • (f) loss of or damage to goodwill; and
      • (g) any indirect or consequential loss.
    • 19.3 Subject to clause 19.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
    • 19.4 We have given commitments as to compliance of the Services with the relevant specification in clause 6.3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • 19.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    • 19.6 This clause 19 will survive termination of the Contract.
20. CONFIDENTIALITY
    • 20.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 20.2.
    • 20.2 We each may disclose the other's confidential information:
      • (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 20; and
      • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • 20.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
21. TERMINATION
    • 21.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you.
    • 21.2 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
    • 21.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    • 21.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
22. EVENTS OUTSIDE OUR CONTROL
    • 22.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • 22.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      • (a) we will contact you as soon as reasonably possible to notify you; and
      • (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    • 22.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 6 months. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
23. NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

24. COMMUNICATIONS BETWEEN US
    • 24.1 When we refer to "in writing" in these Terms, this includes email.
    • 24.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    • 24.3 A notice or other communication is deemed to have been received:
      • (a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      • (c) if sent by email, at 9.00 am the next working day after transmission.
    • 24.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    • 24.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
25. GENERAL
    • 25.1 Assignment and transfer.
      • (a) We may assign or transfer our rights and obligations under the Contract to another entity.
      • (b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    • 25.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    • 25.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    • 25.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • 25.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    • 25.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.