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OUR SERVICES

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sustained, live or online.

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EVENTS

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TERMS AND CONDITIONS


TERMS OF USE

Optimus Education Ltd offers a wide range of products and services.  Please
select the correct Terms and Conditions for your chosen product/s and/or
service/s.

For Terms and Conditions relating to Optimus memberships, use of the Optimus
Education website and Optimus Information Services, please refer to Section A:
Optimus membership.

For Terms and Conditions relating to Optimus Conferences, please refer to
Section A, Clause 5: ‘Conferences’.

For Terms and Conditions relating to In-house Training Units  (individually
purchased) (which are in the In-house Training section of the Website) please
refer to Section A, Clause 7: ‘In-house Training Units (individually
purchased)’. 

For Terms and Conditions relating to Optimus Awards, please refer to Section B
‘Awards’.

For Terms and Conditions relating to Optimus Consultancy, please refer to
Section C ‘Consultancy’ section.

If you have purchased an Optimus Package: Bronze, Silver, Gold or Platinum,
please refer to the relevant individual Terms and Conditions that apply to the
Products and Services included in the package purchased.


SECTION A:  TERMS AND CONDITIONS FOR OPTIMUS MEMBERSHIP

 


1.        USE OF THE OPTIMUS EDUCATION WEBSITE AND OPTIMUS INFORMATION SERVICES

1.1       The website located at www.optimus-education.com (or any replacement
website from time to time) (the "Website") is owned and operated by Optimus
Education Limited ("Optimus Education"), a company registered in England and
Wales with Company Registration Number 5791519 whose registered office is
Optimus Education, Black Country House, Rounds Green Road, Oldbury, England, B69
2DG. Our VAT number is 311669609.

1.2       The Website provides the various Optimus information services, which
include the Knowledge Centre, our In-House Training materials (the "Optimus
Information Services") and other products/services as detailed on the Website.
 The Optimus Information Services and other products and services are
collectively defined as the "Services".

1.3       By using this Website and the Services you are agreeing to be bound by
these Conditions and our Privacy Policy and, if you use any particular service
such as the Optimus Information Services, you do so subject to any additional
terms and conditions that are applicable to that service.  Please read these
Conditions; they are important.  If you do not agree to these Conditions do not
use this Website or the Services.  If you are entering into this these
Conditions on behalf of other users (for example, you are an administrator
signing up a school and its teachers), the organisation you are signing up on
behalf of will be responsible for all use of the Website and Services by those
other users.  Please also note that a subscription to the Optimus Information
Services belongs to the organisation you are signing on behalf of (for example,
the school) and all log-ins to the Optimus Information Services are issued to
individual users on behalf of that organisation.  If an individual moves on (for
example, moves to another school), that user's login must be disabled and can no
longer be used by that individual.  For the avoidance of doubt, subscriptions
for organisations are typically for the use of its employees (i.e. teaching or
academic staff) only and not for the use of students.  A separate subscription
may be purchased if an organisation wishes to grant access to its students.

1.4       We may change these Conditions or our Privacy Policy at any time by
posting changes on the Website, and without giving you prior notice.  If you
continue to use the Website or the Services after we have posted any change to
these Conditions or our Privacy Policy, you will be agreeing to any such
changes.

1.5       We may, from time to time, monitor or record any use that you or
anyone else makes of this Website.  If you have a complaint regarding material
submitted by a third party to the Website, please contact our customer services
department immediately.

1.6       You must not attempt to circumvent the security features of the
Website, or tamper with, hack into, or in any other way disrupt or disable any
computer system, server, website, router or other device used to host the
Website or the Services or make them available.

1.7       These Conditions apply to any Services available on the Website,
including Conferences, Books, eBooks, Training and Optimus Information Services
subscriptions.

1.8       Subscriptions to the Optimus Information Services can be ordered by
calling us at 0845 450 6404.  If we accept your order, we will issue you with an
invoice and an email confirmation.  The issuing of this confirmation email by us
confirms that a binding contract has been formed between us on the terms of
these Conditions and the Optimus Education Subscription Order Form.  You will
also be asked to confirm acceptance of these Conditions and the Optimus
Education Subscription Order Form when you log in to your account or any of the
Optimus Information Services.  Invoices are payable within 30 days.

1.9       All subscriptions to the Optimus Information Services are subject to
auto-renewal.  This means that when you first purchase a subscription to any of
the Optimus Information Services, you are agreeing to us automatically renewing
your subscription at the end of its term and issuing an invoice for a renewed
period (for example, if you have a 12 month contract, we will automatically
renew your subscription for a further 12 months at the end of each 12 month
period).  Your subscription will automatically renew in this way for successive
periods unless you give us 1 month’s notice, such notice to end at the end of
the then current term (i.e. you need to give us notice by the beginning of month
12 of your subscription if you do not want us to automatically renew your
subscription).

1.10     Subscriptions to Optimus Information Services are available on a 21-day
obligation-free basis.  If, for any reason, you decide the subscription is not
suitable and, provided you contact the customer service team within 21-days of
receipt of your invoice (on 0845 450 6404) and quote your invoice and order
detail, you can cancel your subscription.  A cancellation form is available from
our customer services department, so please contact us if you no longer wish to
subscribe.

If paying by credit card, the full price of the purchase will be refunded either
by cheque or by crediting your credit card account.  If we have issued you with
an invoice, you will not be required to pay it.

Please note you are not allowed to copy any of the content in the Information
Services prior to cancellation and you must not retain any content post
cancellation.

1.11     The Website and Services are accessed via the internet.  You are
responsible for the provision of and payment for the telecommunications services
received by you to access the Website and Services, as well as for having
suitable computer, browser, modem and other hardware, software or communications
equipment necessary to enable you to access the Website and Services.  Please
contact our customer services department for further details of the minimum
technical requirements for access to the Services.  Optimus Education will not
be able to issue any refunds against the charges payable under these Conditions
or any other agreement between us owing to any faults with, or your failure to
access, the internet.

 


2.        INTELLECTUAL PROPERTY RIGHTS

2.1       The Website and its content and all materials received at conferences
are protected by copyright, database rights, trademarks and other intellectual
property rights.  No right to use or license of any such intellectual property
rights is granted to you except as explicitly set out in these Conditions.

2.2       Optimus and the Optimus Education logo are all registered trademarks
of Optimus Education or its group companies.

2.3       You may read, print and download copies of the material and
information on the Website and store it on a single computer for your personal,
private use, but you must not reproduce any or all copyright and other notices
provided with such materials, save for materials received at conferences (see
Clause 5.8.7).  You may not make any profit from the use of that material or
information, and you may not make any other copies, or adapt, create any work
derived from, republish, make available to the public, disseminate, or transmit
any of it, or exploit any of it for any commercial purpose, without first
obtaining our written permission.

2.4       If you submit any material for inclusion on the Website or Services
(including any posting to any part of the Website), you grant us a perpetual,
royalty-free, worldwide, non-exclusive licence to use, reproduce, modify, adapt,
translate and make available to the public, combine or include in other works,
that material and any extracts from it.  We may grant sub-licences of these
rights.  You also warrant that you have all rights and consents necessary to
submit/post such material for inclusion on the Website.

2.5       You waive your moral rights in relation to anything that you submit to
us, including your right to be identified as its author.

2.6       Please do not submit any material if you do not agree to Condition 2.4
and to the waiver of rights in Condition 2.5.

 


3.        CONTRIBUTIONS TO THE OPTIMUS INFORMATION SERVICES

3.1       We want to encourage visitors to the Website and the Optimus
Information Services to contribute to them, but we also want you to do this
responsibly.

3.2       You are to abide by the following rules when contributing to the
Website or the Optimus Information Services:

3.2.1    not to submit any profanity or obscenity, even if you disguise it with
asterisks;

3.2.2    not to make any personal attacks on anyone;

3.2.3    not to submit, or create any link to, any defamatory, obscene,
indecent, lewd, pornographic, violent, abusive, offensive, insulting,
threatening, menacing, unlawful or blasphemous material;

3.2.4    not to submit, or create any link to, material that is an invasion of
privacy, a breach of data protection legislation, a malicious falsehood or libel
defamatory, a contempt of court, or that is likely to incite or capable of
inciting violence, racial hatred, sadism or cruelty or that encourages any
unlawful or illegal act or omission;

3.2.5    not to submit, or create any link to, any material that is
intentionally false or that is misleading, or that causes annoyance,
inconvenience or needless anxiety, or that is potentially damaging or harmful;

3.2.6    to keep to the discussion topic or the subject of the current article
or theme;

3.2.7    not to impersonate any person, whether a public figure or not;

3.2.8    not to state or represent falsely connections to, or affiliated with,
any individual, organisation or entity;

3.2.9    not to promote or advertise, or engage in any other form of marketing,
including (without limitation) chain letters or pyramid selling, even if you are
acting on behalf of a non-profit-making organisation or charity;

3.2.10 not to submit, or create any link to any material that is protected by
copyright, database rights or any other intellectual property rights unless you
are the owner of those rights, or you have the permission of the lawful owner to
publish that material in any way;

3.2.11  not to submit, or create a link to confidential information so that it
would no longer be confidential;

3.2.12  not to break any law or regulation while using the Website or Optimus
Information Services;

3.2.13 not to use the Website to collect personal data about other individuals;

3.2.14 not to use any oversized fonts, JavaScript, tables, headings or other
advanced HTML commands use only bold or coloured fonts to emphasize your points;
or

3.2.15 not to submit, or create a link to, any file that contains any virus,
corrupted data, Trojan Horse or anything else that might damage, destroy or
render inaccessible any data or files on any computer.

3.3       If you set up an account, you will be issued with a password to access
that account. You will not disclose your password to anyone; you are responsible
for all submissions to the Website made whilst the password is assigned to you.
 If you know or suspect that someone else is aware of your password, you must
let us know immediately by contacting customer services.  We may suspend or
change any password if there is a breach of security or misuse of the Website or
Optimus Information Services, or if we suspect that this may be the case.

3.4       We may, at our discretion, edit, block, delete or remove from the
Website or the Optimus Information Services any information or other material
that you may have posted or accessed, for any reason (whether or not you are in
breach of these Conditions), at any time and without informing you.

3.5       We do not undertake to keep or make available any material that you or
anyone else has contributed to this Website or the Optimus Information Services
for any length of time, and you are advised to make a copy of any material that
you wish to keep.  We may delete, archive, make unavailable, modify or comment
on any material, and close or suspend any discussion topic without prior notice.

3.6       You must not, nor attempt to, (i) resell; (ii) make available on a
local or wide area network; (iii) link to or frame; (iv) make mass, automated or
systematic extractions from; (v) include within an archival or searchable
database; (vi) access remotely; or (vii) distribute externally, any information
accessed or received via the Website or Optimus Information Services (in whole
or in part).  Any data which you access or download must be held securely in
your possession and control, free from any third-party access and with all
credits, legends, notices or markings maintained in full.

3.7       The Optimus Information Services include an “Ask An Expert”
interactive service, whereby users can submit a question and receive an answer
from one of our specialists.  This feature is available “as is” on a
discretionary basis and no warranty or representation is given that the service
will always be made available, or that it will be uninterrupted or error-free.
 Answers given are for general information only and no responsibility or
liability is or will be accepted by us or any of our officers, employees or
agents in relation to the adequacy, accuracy, completeness or reasonableness of
any answer.  We reserve the right to ignore or decline to answer any question
submitted using the feature.  The “Ask An Expert” feature is subject to a fair
use limit of 10 questions per organisation per year.  The feature is available
only to organisation employees (i.e. teaching staff) and not to students.

 


4.     DATA PROTECTION LEGISLATION AND PRIVACY

4.1       We intend to protect the privacy of visitors to the Website and users
of the Services and that of our customers and other individuals.  Please read
our Privacy Policy; it will help you to understand how we process your personal
data.  We may update our Privacy Policy at any time in accordance with the terms
of the Privacy Policy.

4.2       Whenever you provide us with personal data, we undertake to comply
with the provisions of EU General Data Protection Regulations 2018 and any
related legislation.

4.3       We may share your information with any company which is a member of
our Group, which means our subsidiaries, ultimate holding company and its
subsidiaries, as defined in section 1159 of the UK Companies Act 2006.


 


TERMS AND CONDITIONS FOR OPTIMUS CONFERENCES


5.        CONFERENCES

5.1       Optimus Education provides conferences on various topics throughout
the year.  You are able to book places for these conferences via the Website,
post, fax, e-mail or by telephone.  Submission of a booking constitutes an offer
to purchase the conference services.

5.2       When you submit a booking, we will send an email confirming receipt of
your booking request.  This e-mail is for information only and does not
constitute our acceptance of your booking.  We will be deemed to have accepted
your booking when we issue our invoice for the services, at which point a
binding contract shall be formed between us. If your booking cannot be accepted
for any reason, we will notify you.

5.3       Invoices are payable within 30 days and, in any event, prior to the
conference date. If you fail to make payment in full within 14 days of receiving
a payment reminder, we may cancel your booking.  If payment has not been
received prior to the conference, the attendee(s) must sign an attendance slip
on arrival.  Non-attendance at a conference (for whatever reason) does not
negate your liability to pay our invoice.

5.4       Substitutions are welcome at any time. To make a substitution, please
contact the conference customer service team on +44 (0)845 450 6404.  There will
be no additional charge for delegate name changes.

5.5       If you decide to cancel your booking (or any part thereof), you may do
so prior to the date of the conference by writing to us at
conferences@optimus-education.com , subject to the following (except in the case
of Unlimited CPD members, for whom clause 5.8 applies):

5.5.1    Written cancellations made no less than 4 weeks before the conference
date will be subject to a full refund if paid, or the cancellation of the
invoice if unpaid.

5.5.2    Written cancellations made less than 4 weeks, but no less than 2 weeks,
before the conference date will remain liable for 50% of the invoice amount.  If
the invoice has been paid, a 50% refund shall be issued. If payment has not been
made, you must pay 50% of the total amount within 7 days of cancellation.

5.5.3    Written cancellations made less than 2 weeks before the conference date
of the will not be entitled to any refund.  If the invoice remains outstanding
on cancellation, it must be paid in full within 7 days.

5.6       Optimus Education reserves the right to alter the conference programme
without prior notice due to unforeseen circumstances.

5.7       We also reserve the right in our absolute discretion and without
further liability to cancel any conference or event, in which case any booking
charges paid by you will be refunded.  However, in such circumstances Optimus
Education cannot be held responsible for hotel or travel expenses which you are
unable to recoup as a result of a conference or event being cancelled.

5.8       Users in receipt of the “Unlimited CPD” and Optimus Premium Plus
Optimus Information Services are able to book conferences in accordance with
this clause 5 without charge, subject to the following supplemental terms:

5.8.1    You acknowledge that conferences are subject to availability and
bookings are taken on a first come, first served basis. No guarantee is given
that spaces will be available for a given conference.

5.8.2    For ‘Unlimited CPD’ customers/members/subscribers You are entitled to
book a place for one delegate per conference in the term of the subscription.
Additional delegate places can be purchased (subject to availability) at a
discount of 50% on the standard pricing.

For Optimus Premium Plus members, you are entitled to book a place for one
delegate per conference up to 10 conferences in the term of the Unlimited CPD
and Premium Plus subscription.  This does not include two-day events. Additional
delegate places can be purchased (subject to availability) at a discount of 50%
on the standard pricing.

5.8.3    You must notify us if you wish to cancel the booking at least 2 weeks
before the conference date. In the event of non-attendance without at least 2
weeks’ notice of cancellation, a fee of £100.00 shall be payable to Optimus
Education.

5.8.4    No refunds or other compensation shall be payable in the event that a
conference is varied, cancelled or rescheduled.

5.8.5    In the event that you book and attend any conferences within the 21 day
no obligation period of your Optimus Information Services subscription and
subsequently cancel your subscription within that period, you shall become
liable for the full booking fees in respect of such conferences.  We shall issue
an invoice for the relevant amount following cancellation of your subscription,
which must be paid in accordance with clause 5.3.

5.8.6    In the event that you book any conferences which take place after
termination or expiry of your Optimus Information Services subscription (for
example, because you cancel within the 21 day no obligation period, or cancel
renewal of your subscription), you shall become liable for the full booking fees
in respect of such conferences.  We shall issue an invoice for the relevant
amount following termination or expiry of your subscription, which must be paid
in accordance with clause 5.3.

5.8.7    Any supporting materials received at, or prior to, or after the
conference, may be used freely for training or reference purposes.

 


5.9     MAT LEADERSHIP PROGRAMME

5.9.1    Optimus Education provides a the Multi Academy Trust Leadership
Programme “MAT Leadership Programme”.  This consists of seven separate events,
(“Event”), to be held on separate dates, at different venues.  You are able to
book a place on the MAT Leadership Programme via the Website, post, fax, e-mail
or by telephone.  Submission of a booking constitutes an offer to purchase the
MAT Leadership Programme.

5.9.2    When you submit a booking, we will send an email confirming receipt of
your booking request.  This e-mail is for information only and does not
constitute our acceptance of your booking.  We will be deemed to have accepted
your booking when we issue our invoice for the services, at which point a
binding contract shall be formed between us. If your booking cannot be accepted
for any reason, we will notify you.

5.9.3     Invoices are payable within 30 days and, in any event, prior to the
commencement date of the first Event.  If you fail to make payment in full
within 14 days of receiving a payment reminder, we may cancel your booking. 
Non-attendance at the MAT Leadership Programme (for whatever reason) does not
negate your liability to pay our invoice and you will not receive a refund.

5.9.4     Once you have paid your invoice, it is non-refundable (save as set out
in clause 5.6 below), if, for example, you cancel your attendance to, or do not
attend, any of the Events of the MAT Leadership Programme.

5.9.5     Optimus Education reserves the right to alter the MAT Leadership
Programme howsoever necessary, without prior notice due to unforeseen
circumstances.

5.9.6     We also reserve the right in our absolute discretion and without
further liability to cancel or re-schedule any part of the MAT Leadership
Programme, at any time up until commencement date for each Event.  You may then
choose to attend a rescheduled event, or you may request a refund therefor. 
Refunds will be offered as set out below:

 * MAT Leadership Programme Summit £499.00;
 * Any other MAT Leadership Programme event - £500.

Refunds will be credited to your original payment method.

5.9.7    Any and all intellectual property rights existing in, or created by,
any part of the MAT Leadership Programme, the content therein, and all the
materials linked thereto (“MAT Rights”), are the sole property of Optimus
Education and you shall not obtain or claim any right, title or interest in the
MAT Rights, save that any supporting materials received at, or prior to, or
after the MAT Leadership Programme, may be used freely for training or reference
purposes within your organisation.

 


6.        EXHIBITORS

6.1       In these conditions the term ‘Organiser’ means Optimus Education or
any of its subsidiaries, the term ‘Exhibitor’ means the party who places an
order for an exhibition stand, conference sponsorship or insert. All orders
accepted for events by the Organiser are subject to the following conditions. No
other conditions will be binding unless agreed in writing by the Organiser and
the Exhibitor. The placing of any order by an Exhibitor will be subject to these
conditions. Acceptance of an order is at the Organiser’s complete discretion.

 


6.2      CONSTRUCTION

6.2.1    a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);

6.2.2    a reference to a party includes its successors or permitted assigns;

6.2.3    a reference to a statute or statutory provision is a reference to such
statute or statutory provision as amended or re-enacted.  A reference to a
statute or statutory provision includes any subordinate legislation made under
that statute or statutory provision, as amended or re-enacted;

6.2.4    any phrase introduced by the terms including, include, in particular or
any similar expression, shall be construed as illustrative and shall not limit
the sense of the words preceding those terms; and

6.2.5    a reference to writing or written includes faxes and e-mails.

 


6.3      ORDERS

6.3.1    All Exhibitors must submit their order by completing, signing and
returning the order form.

6.3.2    In no circumstances does the placing of an order confer the right to
renew on similar terms to a previous order made by the Exhibitor.

6.3.3    The Organiser reserves the right to increase rates at any time, save in
respect of orders already accepted by the Organiser.

 


6.4      PAYMENT

6.4.1    The Organiser shall invoice the Exhibitor after it accepts the
Exhibitor’s order.  The Exhibitor’s invoices must be settled within 30 days of
the invoice date or immediately if the event takes place fewer than 30 days from
the booking date. Each Exhibitor undertakes to ensure that payment is made in
full by the due date. If an Exhibitor fails to pay their invoice in full prior
to the event to which that invoice relates, attendance to that event will be
refused.

6.4.2    If an invoice is overdue the Organiser reserves the right to levy a
surcharge of no more than 3 per cent of the total invoice amount for each 7 day
period during which payment is delayed and to suspend attendance of all future
events.

6.4.3    The Organiser may at any time instruct a debt collection agency to
recover any sum due. Any costs or charges incurred by the Organiser as a result
of such instruction will be payable by the Exhibitor to the Organiser on demand.

6.4.4    The Exhibitor warrants that its presence at an event will comply with
the British Code of Advertising and Sales Promotion and all relevant legislation
and industry guidelines and will not breach any third party rights or be
otherwise unlawful.

 


6.5      CANCELLATION

6.5.1    The Organiser reserves the right to refuse, withdraw or cancel stands,
sponsorship or inserts submitted to it, as well as cancel the event itself, at
its absolute discretion. In the event that the withdrawal or cancellation is the
fault of the Organiser (for example, due to insufficient delegates attending the
event), a full refund will be given in respect of that booking.

6.5.2    The Organiser reserves the right to revise the layout of the Exhibition
at any time.

6.5.3    If the Exhibition is postponed, cancelled or abandoned by reason of
war, fire, storm, explosion, natural disaster, national emergency, labour
dispute, strike, lock-out, terrorist threat, civil disturbance, inevitable
accident, force majeure, the non-availability, either wholly or partially, of
the Exhibition premises, or any other cause not within the control of the
Organiser, the Organiser shall be under no liability to the Exhibitor in respect
of any actions, claims, losses (including consequential losses) costs or
expenses whatsoever which may be brought against or suffered or incurred by the
Exhibitor, as the result of the happening of any such events. The Organiser
strongly advises the Exhibitor to insure themselves against such eventualities
upon the booking of their Exhibition space.

6.5.4    If the Exhibitor wishes to cancel its order for inserts, stands and/or
sponsorships, it must request to do so in writing. Cancellations must be
received no less than three months prior to the date of the event in order for
the Exhibitor to qualify for a refund which will not exceed 50% of the invoiced
sum for that specific event. Written cancellations received no more than three
months and no less than one calendar month prior to the date of the event will
qualify to receive a refund of no more than 25% of the sum of the invoice for
that specific event.

6.5.5    The Exhibitor will be liable to pay for any exhibition booking in full
where notice is not received within the cancellation period referred to in
clause 11 above.

 


6.6      LIABILITY AND INDEMNITY

6.6.1    Nothing in these Terms and Conditions excludes the Organiser’s
liability for: (a) fraud; (b) for death or personal injury caused by the
Organiser’s negligence, or the negligence of its employees, agents or
subcontractors; or (c) for any other liability to which it is not lawful to
limit.

6.6.2    Subject to clause 13, the Organiser shall under no circumstances be
liable to the Exhibitor whether in contract, tort (including negligence), breach
of statutory duty, or otherwise, for any loss of profit, business, revenues,
costs, expenses, damage, or any direct, indirect or consequential loss arising
under or in connection with the contract between the Exhibitor and the
Organiser. For the avoidance of doubt this exclusion of liability includes all
losses resulting from the delay or the failure of an insert, stand or
sponsorship to appear on the date(s) specified in any order, from the delay or
failure of any event to occur, or from the discontinuance of any event.

6.6.3    Subject to clause 13, the Exhibitor’s total liability to the Organiser
in respect of all other losses arising under or in connection with the contract
between the Organiser and the Exhibitor, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances
exceed the total price paid by the Exhibitor under the contract.

6.6.4    The Exhibitor will indemnify the Organiser against any losses, costs,
expenses and damage (whether direct or consequential) including without
limitation, any economic loss or other loss of profits or goodwill incurred by
the Organiser in connection with the insert, stand or sponsorship as a result of
a breach or alleged breach of any warranty hereunder.

6.6.5    Series discounts apply only to orders placed in advance and completed
within one year of the first event. If the Exhibitor cancels the balance of a
series all unearned series discounts will be surcharged. The Organiser reserves
the right to surcharge in the event of bookings not being completed within the
contractual period.

 


6.7      MATERIALS

6.7.1    Where the Exhibitor has booked an insert, the Exhibitor will remain
liable for full payment if the inserts are not delivered to the Organiser at the
agreed time and place for approval and insertion. If the insert, when delivered,
exceeds the agreed weight the Organiser retains the right to charge extra costs
arising from this weight increase to the Exhibitor.

6.7.2    Materials and information must be supplied by the Exhibitor by the
deadlines specified by the Organiser for each event. In the event of materials
or information not being received by the deadline, the Organiser reserves the
right (a) to use information held from a previous event or otherwise to
determine the materials to be used; (b) to not use any materials and still
charge the Exhibitor the full amount due for the space booked; and (c) to charge
the Exhibitor for any extra costs directly incurred by the Organiser as a result
of late provision of materials.

6.7.3    Proofs sent to the Exhibitor for correction, which are not received
back by the Organiser by the relevant deadline, will be assumed to be correct.

6.7.4    Materials must conform strictly to the Organiser’s requirements and any
additional work required by the Organiser to ensure materials meet set
requirements involved will be charged for including the cost of making duplicate
films or any necessary reprographic, origination or colour processing work.

 


6.8      PREPARING AND REMOVING THE EXHIBITION STAND

6.8.1    The Exhibitor, its servants, agents, employees and contractors may
enter the exhibition area for the purpose of erecting and preparing its exhibits
[one day before] the event, or as shall be agreed by the Organiser in writing.

6.8.2    All exhibition stands must be completely removed during the [3 hours
following the event OR by 5pm on the day after the event], or as otherwise
agreed between the Organiser in writing. The Organiser may remove any property
left by the Exhibitor at the event after the said time and the costs of such
removal shall be paid by the Exhibitor on demand.

 


6.9      INSURANCE OF EXHIBITS

6.9.1    The Exhibitor shall be responsible for the insurance of all stands and
other exhibition materials.

6.9.2    The Organiser does not accept responsibility for any loss or damage
from any cause whatever, in respect of any property brought to the Exhibition
premises by the Exhibitor or its servants, agents, sub-contractors or any other
persons.

 


6.10    INTELLECTUAL PROPERTY

6.10.1  For the purpose of these terms and conditions, ‘Intellectual Property
Rights’ means copyright and related rights, trade marks, business names, design
rights, copyright, internet domain names, rights in get-up, goodwill and the
right to sue for passing off, rights in designs, database rights, rights to use,
and protect the confidentiality of, confidential information (including
know-how), and all other intellectual property rights, in each case whether
registered or unregistered.

6.10.2  The Exhibitor warrants that it owns the Intellectual Property Rights in
the materials submitted by the Exhibitor to the Organiser and grants the
Organiser a non-exclusive license to use the these materials and any relating
copyright, as well as the Exhibitor’s trademarks and/or business names in the
inserts, publications, marketing literature and on the Organiser’s website for
the sole purpose of the event.

 


6.11    COMMUNICATIONS

6.11.1  Any notice or other communication given to a party under or in
connection with the contract between the Organiser and the Exhibitor shall be in
writing, addressed to that party at its registered office (if it is a company)
or its principal place of business (in any other case) or such other address as
that party may have specified to the other party in writing in accordance with
this clause, and shall be delivered personally, sent by pre-paid first class
post or other next working day delivery service, commercial courier, fax or
e-mail.

6.11.2  A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the party’s address referred to in
clause 29; (b) if sent by pre-paid first class post or other next working day
delivery service, at 9.00 am on the second Business Day after posting; (c) if
delivered by commercial courier, on the date and at the time that the courier's
delivery receipt is signed; or, (d) if sent by by fax or e-mail, one Business
Day after transmission.

6.11.3  The provisions of clauses 29 and 30 shall not apply to the service of
any proceedings or other documents in any legal action.

 


6.12    GENERAL

6.12.1  Failure by the Organiser to insist upon strict performance by the
Exhibitor of any of these Terms and Conditions shall not operate as a waiver or
otherwise release or in any way affect the liability of the Exhibitor under
these Terms and Conditions.

6.12.2  These Terms and Conditions shall be governed and construed in accordance
with the laws of England and Wales and the Organiser and Exhibitor hereby agree
to submit to the exclusive jurisdiction of the English courts regarding matters
in relation to these Terms and Conditions.

6.12.3  The Exhibitor shall not assign or transfer its rights or obligations
under the contract between the Organiser and the Exhibitor (or any part),
without the prior written consent of the Organiser.

6.13.4  If any provision of these Terms and Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the validity of the
other provisions of these Terms and Conditions and the remainder of the affected
provision shall be unaffected and shall remain in full force and effect.

6.13.5  These Terms and Conditions are governed by and interpreted in accordance
with English law and the parties agree to submit to the exclusive jurisdiction
of the English courts.

6.13.6 Nothing in these Terms and Conditions is intended to, or shall be deemed
to, establish any partnership or joint venture between the parties, nor
constitute either party the agent of the other for any purpose. Neither party
shall have authority to act as agent for, or to bind, the other party in any
way.

6.13.7 All third party rights are excluded and no third party shall have any
right to enforce any of these Terms and Conditions. This shall not apply to
members of the Organiser’s group from time to time who shall, subject to the
Organiser’s consent, have the right to enforce the Organiser’s rights as if they
were the Organiser.

6.13.8 The Organiser may modify these Terms and Conditions from time to time and
any modifications will become binding on the Exhibitor when the Organiser has
given notice.

 




TERMS AND CONDITIONS FOR IN-HOUSE TRAINING UNITS (INDIVIDUALLY PURCHASED) 


7.1      IN-HOUSE TRAINING UNITS

7.1.1    In-House Training Units can only be ordered via the Website and
purchased by credit/debit card. For these orders, you will be required to create
an account on the Website by inputting your contact email address
and a password. You are responsible for all sessions and transactions undertaken
using these details. You should keep your password safe and not disclose it to
anyone. You should change it immediately if you feel it has been compromised. If
any of your details change, you must inform Optimus Education as soon as
possible. You may update your details by signing into your account on the
Website, and updating the relevant section.  

7.1.2    Following receipt of an order for In-house Training Units, we will send
you an order confirmation e-mail.  You will also receive an e-mail with
instructions on how to access the In-house Training Units you have purchased.
Purchased Training Units can be accessed immediately through the modal ‘My CPD
Tracker’ from the Dashboard in your Account on the Website. 7.1.2    Following
receipt of an order for In-house Training Units, we will send you an order
confirmation e-mail.  You will also receive an e-mail with instructions on how
to access the In-house Training Units you have purchased. Purchased Training
Units can be accessed immediately through the modal ‘My CPD Tracker’ from the
Dashboard in your Account on the Website.  Please note that access to the online
training courses is a one-time purchase. You are only entitled to a refund
during the 14 day cooling off period. Following this time period no refunds can
be granted, but you still have access to your course content for a 12 month
period. After this time access to the course will expire unless re-purchased. 

7.1.3 Self-study In-house Training Units are sold on an individual basis per
single user login and account, are to be accessed solely by that individual
user, and the certificates issued are for that specified individual user. Group
study Training Units are sold on an individual basis for download by
the purchaser for use in group training sessions.  


7.2      INTELLECTUAL PROPERTY RIGHTS

Clauses 2.1, 2.2 and 2.3 apply. 

 


7.3      CANCELLING YOUR ORDER

7.3.1    Please note that once a Group Study In-house Training Unit is purchased
and the training materials downloaded, you cannot cancel a contract and payments
for Group Study In-house Training Units cannot be refunded. For Self-study
In-house Training units, purchasers may cancel an order and are entitled to a
refund of the price, provided the request is made within 14 days of the purchase
date, in accordance with The Consumer Rights Act (2015). Following refund, the
purchaser’s access to the relevant purchased Self-study In-house Training Units
will be removed. 


 


7.4      DATA PROTECTION LEGISLATION AND PRIVACY

Clause 4 applies.

 


8.       DELIVERY

8.1       We are not able to guarantee delivery times but, as a guide, if you
are located within the UK your order should usually arrive within 7 working days
(unless notified otherwise) of us dispatching your order. Please allow up to two
weeks for deliveries outside the UK. If you have not received your order within
these time frames, please contact us.

8.2       Please note that most of our parcels are shipped using Royal Mail and
are not always trackable. Should you require your item(s) to be tracked, or if
your order is particularly urgent and you would like to arrange a fast delivery,
please contact our customer services team on +44 (0)845 450 6404 who can discuss
delivery options with you.

8.3       eBooks can only be purchased by using a credit/debit card and
downloaded using the easy download and storage instructions from the Website.

8.4       Postal rates will vary depending on the weight and size of the order
and the destination of delivery. For details of our current delivery rates,
please see below.

 


9.       TRAINING DELIVERED IN-SCHOOL

9.1       Optimus Education provides in-school training to UK-based education
providers. Training can be requested via the Conference customer services team
at Optimus Education on +44 (0) 845 450 6404.

9.2       Your training requirements and the fees payable by you will be
discussed with the Optimus Education and confirmed in writing before an invoice
is sent to you.

9.3       Payment for training must be made within 30 days of receipt of any
relevant invoice and, in any event, in advance of the training taking place.

9.4       You will be responsible for purchasing any materials necessary for the
proper delivery of the training session(s). Purchase of the training materials
is a pre-requisite to training being delivered.

9.5       The appointed trainer will contact you to arrange dates for training
(unless otherwise agreed in advance) and to discuss relevant arrangements,
including your organisation’s priorities and learning objectives for the
training session(s).

9.6       All reasonable expenses (e.g. for travel and accommodation) of the
trainer are payable in addition to the cost of training. An invoice will be
issued for such expenses after the training has taken place and will be payable
within 30 days.

9.7       If you decide to cancel the training, you may do so by contacting us
in writing via the Conference customer services team at Optimus Education,
subject to the following:

9.7.1    Written cancellations made no less than 4 weeks before the agreed date
of the training will be subject to a full refund if paid, or the cancellation of
the invoice if unpaid.

9.7.2    Written cancellations made less than 4 weeks, but no less than 2 weeks,
before the agreed date of the training will remain liable for 50% of the invoice
amount. If the invoice has been paid, a 50% refund shall be issued. If payment
has not been made, you must pay 50% of the total amount within 7 days of
cancellation.

9.7.3    Written cancellations made less than 2 weeks before the agreed date of
the training will not be entitled to any refund. If the invoice remains
outstanding on cancellation, it must be paid in full within 7 days of
cancellation.

9.8       Rearranging or rescheduling dates for the training may be possible in
exceptional circumstances with the mutual agreement of the trainer and customer
but we shall not be obliged to do so.

9.9       If, due to unforeseen circumstances, the trainer is unavailable to
attend on the agreed date/dates, and a suitable replacement cannot be found, an
alternative date may be offered or a full refund will be given, or the invoice
cancelled.

9.10     Please contact the Conference Customer Service Team on +44 (0) 845 450
6404.  For clarification on terms and conditions of purchase and return
timelines when required.

 


10.     THIRD PARTY GOODS, SERVICES, CONTRIBUTIONS AND LINKS

10.1     If you purchase or acquire goods or services from any third parties
that you have linked to or been directed to via the Website, any contract you
enter into with those third parties and any use you make of their website and
services is a transaction between you and the relevant third party and does not
include Optimus Education. As such, Optimus Education cannot be held liable in
any way for any transactions between you and any such third party.

10.2     Any opinion, advice, statement, service, offer, or information or
content provided or made by any third party on the Website, or on any website to
which the Website is linked, is that of the author or provider, and not of
Optimus Education. We do not endorse, and cannot be held responsible for, the
accuracy or reliability of any such opinion, advice, statement, service, offer,
information or content.

10.3     Where content or information or services available via the Website has
been supplied by a third party, we do not control or endorse it in any way. All
information, content and services supplied by third parties are made available
in good faith, but we do not (to the extent allowed by the law) accept
responsibility for their accuracy or use.

10.4     We make no representation and give no warranty about any other websites
or any opinion, advice, statement, offer, information or content on them or
goods or services offered by them. We have no control over their content or
availability. We cannot be held liable for any loss or damage caused by or in
connection with any use of, or reliance on, any information, materials, goods or
services available on or through any other website.

10.5     All concerns regarding other websites linked to by the Website must be
taken up with that company or website provider.

 


11.      ACCURACY OF INFORMATION

11.1     Whist we endeavour to ensure that any information and content on the
Website and through any of the Optimus Information Services, is accurate and
true, we cannot make legal representation and give a legal warranty that all
information or content is accurate, non-infringing of third party rights, up to
date and complete. We cannot accept liability for any loss or damage caused by
inaccurate, out of date or incomplete information or content.

11.2     If you find any inaccurate, out of date or incomplete information or
content on the Website or the Services, or if you suspect there is an
infringement of intellectual property rights or unlawful acts, please advise us
immediately by contacting our customer services department.

11.3     You should independently verify any information and content on the
Website or the Services before relying on it.  The information and content on,
and software available through, the Website and the Services are not intended to
address any particular requirements; they do not constitute any form of advice
or recommendation by Optimus Education and are not intended to be relied upon
when making (or refraining from making) any decision.

 


12 .     OUR LIABILITY

12.1     Conditions 9 and 10 above make clear our liability for the use or
misuse of the information or advice supplied by this Website.

12.2     We do not exclude our liability for death or personal injury arising
from our negligence, nor our liability for fraudulent misrepresentation or
misrepresentation as to a fundamental matter, nor any other liability which
cannot be excluded or limited under applicable law.

12.3     The material displayed on the Website is provided without any
guarantees, conditions or warranties as to its accuracy. Subject to the above
qualifications, to the extent permitted by law, we and third parties connected
to us hereby expressly exclude all conditions, warranties and other terms which
might otherwise be implied by statute, common law or the law of equity.

12.4     We have no liability for the inability of anyone to access the Website
or Services or any information or material on it, and we do not warrant that the
Website or the Services will operate without interruption, will always be
available or will always remain in its current format or structure.

12.5     We are not responsible for, and will have no liability for, any error
or corruption or breach of security resulting from the transmission of any
information or material over any telecommunications network.

12.6     Subject to Condition 11.2 Optimus Education will not be liable for any
of the following types of loss, whether direct or indirect and howsoever caused:
any loss of business, contracts profit, anticipated savings, revenue or
goodwill, loss or corruption of data, lost or wasted management time, overhead
costs and expenses or any other indirect or consequential loss.

12.7     In no event shall Optimus Education's liability to you exceed any
amounts you have paid to Optimus Education Limited at the time you make any
claim against Optimus Education Limited.

12.8     Nothing in these Conditions affects your statutory rights as a consumer
(if applicable).

 


13.     GENERAL

13.1     No delay, neglect or forebearance on our part in enforcing any of these
Conditions will be, or be deemed to be, a waiver; nor will it prejudice any of
our rights.

13.2     If any of these Conditions is (for any reason) held to be
unenforceable, illegal or in some other way invalid, the unenforceable, illegal
or invalid provision will not affect the remainder of these Conditions; and they
will continue in full force and effect.

13.3     These Conditions are governed by English law and you agree to submit to
the non-exclusive jurisdiction of the courts of England.

13.4     No party shall be liable to the other for any delay or non-performance
of its obligations under these Conditions arising from any cause beyond its
reasonable control including, without limitation, any of the following: act of
God, governmental act, war, fire, flood, explosion or civil commotion.

13.5     Optimus Education operates a complaints handling procedure which exists
to try to resolve disputes when they first arise. If you have a complaint or
other customer service issue, please contact customer services.

13.6     These Conditions, together with the Optimus Education Subscription
Order Form, Privacy Policy, current Website and Services prices, delivery
details and Optimus Education contact details, set out the whole of our
agreement relating to the supply of the Services and any goods to you by Optimus
Education. Nothing said by any sales person on behalf of Optimus Education shall
be deemed as a variation of or addition to these Conditions or as an authorised
representation about the nature or quality of any goods or services offered for
sale by Optimus Education. Optimus Education shall have no liability for any
such representation being untrue or misleading.

 


14.     VARIATION OF TERMS AND CONDITIONS

14.1     Optimus Education reserves the right to vary or add to these Conditions
from time to time, if necessary, to comply with any applicable laws or as
otherwise determined necessary by Optimus Education.

14.2     No variation, additions or waiver to these Conditions shall operate to
release You from your obligations under these Terms and Conditions.

14.3     No addition to or modification of any provision of these Conditions
that you propose will be binding on us unless made in writing and signed by our
duly authorised representative. 'Writing' includes sending us an email to
customer.services@optimus-edcuation.com.

14.4     Optimus Education may transfer our rights and obligations under these
Conditions or any contract formed under them to another organisation, but this
will not affect your rights or our obligations under these Conditions.

14.5     You may only transfer your rights or your obligations under these
Conditions or any contract formed under them to another person if we agree in
writing.

14.16   Any contracts formed under these Conditions are between you and us. No
other person shall have any rights to enforce any of its terms, whether under
the Contracts (Rights of Third Parties) Act 1999 or otherwise.

 


15.     COMPETITIONS

15.1     If you win a Competition, you agree that Optimus Education may use your
name, location and other personal details to announce the winner(s) of the
Competition and for any other reasonable and related promotional purposes.

15.2     By entering a Competition, you agree that any personal information
provided by you with the competition entry may be held and used by Optimus
Education and/or its agents and suppliers to administer the Competition.  You
confirm that you have read and agree to our Privacy Policy.

15.3     By entering a Competition, you are agreeing to be bound by these terms
and conditions.  Optimus Education may, at its sole discretion, exclude you from
participating in the Competition if it believes there has been a breach of these
terms and conditions.  Optimus Education also reserves the right to hold void,
suspend, cancel or amend a Competition where it becomes necessary to do so.

 


SECTION B:  TERMS AND CONDITIONS FOR OPTIMUS AWARDS


1.         LICENCE TERMS AND CONDITIONS AND TERMS AND CONDITIONS OF USE OF
WEBSITE.

            These Terms and Conditions (“Terms”) must be read in conjunction
with the Agreements entitled Agreement for Leading Parent Partnership Award
Services, Agreement for Best Practice Teaching Assistants Award Services and
Agreement for Send Inclusion Award Services, Agreement for Wellbeing Award for
Schools and Agreement for Effective School Governance Award.

 


2.         INTERPRETATION

2.1            In these Terms, unless the context requires otherwise, the
following expressions have the following meanings:

2.2            “Agreement” means Agreement for Leading Parent Partnership Award
Services, Agreement for Best Practice Teaching Assistants Award Services,
Agreement for Send Inclusion Award Services, Agreement for Wellbeing Award for
Schools, Agreement for Effective School Governance Award and Agreement for
Excellence in Pupil Development Award (EPDA);

2.3            "Authorised User" means every member of staff currently employed
by the Licensee;

2.4            “Award” means Leading Parent Partnership Award (LPPA), or (Best
Practice with Teaching Assistants Award (BPTAA), or Send Inclusion Award
Services (SENDIA), Wellbeing Award for Schools (WAS), Effective School
Governance Award (ESGA) or Excellence in Pupil Development Award (EPDA);

2.5            “Award Approach” means achievement of the Award using the
different specified approaches (Adviser-led or School-led);

2.6            “Award Certificate” means the certificate granted to the Licensee
once it has achieved the required Award standard under the Agreement;

2.7            “Awards Framework” means the objectives and key performance
indicators which are a part of each Award;

2.8            "Commencement Date": the date upon which the Agreement is signed;

2.9            “E-portfolio” means the online tool provided by the Licensor
allowing the Licensee to upload material to the awardplace servers;

2.10          “Generated Reports” means the reports which are generated by the
Self-evaluation Tool from information which has been inputted on the website by
the Licensee;

2.11          "Licensee" means the School or Institution;

2.12          "Licensed Material" means the material available for access on the
Internet at the URL http://www.awardplace.co.uk, or derivatives thereof, from
time to time (as may be amended) together with any additional material that the
Licensor makes available to the Licensee online, including, but not limited to,
E-portfolio, Self-evaluation Tool, Stakeholder Evaluations Tool and the
report-generating mechanism, Forms and Templates;

2.13          “Licensor” means Prospects Services, Optimus Education, Black
Country House, Rounds Green Road, Oldbury, England, B69 2DG;

2.14          “Product” means the Awards Framework, guidance, templates, forms,
Self-evaluation Tool, E-portfolio, and any other product contained in the
Agreement;

2.15          ''Self-evaluation Tool” means the online service provided by the
Licensor allowing users to evaluate their current School provision as against
the desired Award framework, and generate a report showing the results thereof;

2.16          "Term" means the Term of the Agreement;

2.17          “Website” means www.awardplace.co.uk.

 


3.        REGISTRATION

The Agreement commences upon payment of the Fee by the Licensee thereunder.  The
Licensee shall then have access to the Licensed Material in accordance with the
terms hereunder and the Agreement.

 


4.        RIGHTS GRANTED

4.1       Subject to the Licensor entering into the Agreement with the Licensor,
the Licensor grants to the Licensee for the Term the following non­exclusive
rights, to:

4.1.1    access and permit Authorised users to access at any time the Licensor's
awardplace-linked servers, for the purposes of achieving its obligations under
the Agreement;

4.1.2    permit Authorised Users to print and/or download individual forms and
the Generated Reports from the Licensed Material.

4.2       The Licensee may not assign, sub-license, transfer, charge or
otherwise dispose of its rights hereunder without the prior written consent of
the Licensor.

4.2.1    Title to, and ownership of, all intellectual property existing in the
Licensed Material and Product, particularly in the Forms and Templates
(including any copies of Licensed Material made by the Licensee) is not
transferred to the Licensee and belong to and remain vested in, the Licensor,
subject to the rights granted in Clause 4.1. The Licensee acknowledges that any
rights not expressly granted in this Licence are reserved by the Licensor.

 

4.3       Ownership of any content uploaded to the Website (in which the
Licensee holds Intellectual Property Rights) which the Licensee has uploaded to
the Licensor's servers is retained by the Licensee. The Licensee grants to the
Licensor a non-assignable, royalty-free, non-exclusive License (the “Institution
Licence”) to access and use the content uploaded by the Licensee including the
Generated Reports, for the purposes of evaluating the information contained
therein, in order to improve the Award process and to promote achievements in
the Award (on an anonymous basis) to other institutions.

4.3.1    Intellectual Property Rights" means all intellectual property rights
including but not limited to any and all patents, registered design, Materials,
copyright, database rights, design rights, topography rights, trade marks,
service marks, trade name, moral rights, domain names, application to register
any of the aforementioned rights, trade secrets, inventions, right in unpatented
know-how, right of confidence and any other intellectual or industrial property
rights of any nature whatsoever whether registered or not registered or capable
of registration and all applications for or right to apply for any of these and
whether subsisting in the United Kingdom or any other part of the world together
with all or any goodwill relating or attached hereto;


 


5.        USAGE RESTRICTIONS

5.1       Except as expressly permitted in Clause 4.1, the Licensee warrants
that it will not, nor will it license or permit others to, directly or
indirectly, without the Licensor's prior written consent:

5.1.1    reveal its password to anyone other than an Authorised User;

5.1.2    re-sell, distribute, forward, rent or lease the Licensed Material
product or any part of it for any purpose otherwise than as permitted herein;

5.2       make the Licensed Material, any element of it, or weblinks created by
the URL Generator, available by any means to persons other than Authorised
Users;

5.3       make the Licensed Material, or any element of it, available on, or by,
electronic bulletin boards, news groups, Web sites, FTP or any other means of
posting or transmitting material on the Internet, an on-line service or wide
area network, except with the written permission of the Licensor;

5.4       remove or obscure the Licensor's copyright notice from the Licensed
Material including hard-copy print-outs;

5.5       use the Licensed Material, to create any derivative work, product or
service, or merge the Licensed Material with any other product, database, or
service, excepting use within the Licensee's virtual learning environment or
institutional intranet;

5.6       copy any part of the Licensed Material, except where permitted herein,
or for back-up purposes;

5.7       reverse engineer, decompile or disassemble the Licensed Material or
convert it into any other format or medium; and

5.8       make changes to the content of any Licensed Material except where the
Licensor expressly allows the Licensee to do so, and then only to the extent
permitted; and bypass, modify, defeat or circumvent security features that
protect the Licensed Material

5.10     undertake any activity which may have a damaging effect on the
Licensor's ability to enter into agreements with other institutions;

5.11     upload or share any material via E-portfolio which is, in whole or in
part, pornographic, libellous or obscene, or to which it does not hold the
necessary usage rights;

5.12     use E-portfolio to transmit any viruses, worms, defects, Trojan horses
or other malicious code or items of a destructive nature; and

5.13     otherwise use the Licensed Material in a manner that would infringe the
Licensor’s intellectual property rights contained within it.

5.14     The Licensor reserves the right to remove forthwith, any information
which has been uploaded E-portfolio by the Licensee, which the Licensor
considers to be in breach of the provisions contained herein.

 


6.        TERM AND TERMINATION

6.1       The Licence granted hereunder will terminate automatically upon
termination of the Agreement, or in accordance with clause 6.6 below.

6.2       These Terms shall commence upon the date of the Agreement.

6.3       The Licensor may register its details upon the Website, however, its
awardplace account (“Account”) will only be activated once the Agreement has
been signed and returned to the Licensor and payment due thereunder has been
received as cleared funds.

6.4       Once the Account has been activated, the Licensee may log in using the
e mail received from the Licensor, set a password and begin to access the
Licensed Material.

6.5       The Termination provisions of the Agreement apply hereto. If the
Licensee achieves the Award and is granted an Award Certificate, it shall
continue to have access to the Licensed Material through the Website for the
duration of the Award Certificate’s validity.

6.6       Upon expiry of the Award Certificate, in the event that it is not
renewed in accordance with the Agreement, the Account shall automatically cease.

6.7       The Licensor may suspend the provision of the Licensed Material to the
Licensee with immediate effect on written notice without liability if the
Licensee breaches the Terms contained herein, or where the Licensor believes the
Licensed Material is being used in a manner that breaches the provisions of
these Terms.

6.8       Upon termination of the License, the Licensee agrees to destroy, and
will instruct all Authorised Users to destroy, all Licensed Material which does
not hold or contain the Licensee’s data, for example blank Forms or Templates,
stored on any digital information storage media, including, but not limited to,
system servers, hard disks, memory sticks, computers and discs.

 


7.        LICENSEE'S UNDERTAKINGS

7.1       The Licensee will take all reasonable steps to ensure that the
Licensed Material is used only in accordance with these Terms and shall inform
Authorised Users of the permitted use restrictions and other provisions set out
herein.

7.2       The Licensee will notify the Licensor immediately of infringements
that come to the Licensee's notice and the Licensee agrees to co­ operate with
the Licensor as appropriate.

 


8.        WARRANTIES AND LIABILITY

8.1.      The Licensor warrants to the Licensee that it has full rights and
authority to grant the Licence to the Licensee and that the use by the Licensee
of the Licensed Material in accordance with these Terms.

8.2       Nothing in these Terms excludes or limits the Licensor’s liability for
death or personal injury arising from its negligence, or our fraud or fraudulent
misrepresentation, or any other liability that cannot be excluded or limited by
English law.

8.3       To the extent permitted by law, the Licensor excludes all conditions,
warranties, representations or other terms which may apply to the Website or the
Licensed Material, whether express or implied.

8.4       The Licensor shall not be liable to any Authorised User for any loss
or damage, whether in contract, tort (including negligence), breach of statutory
duty, or otherwise, even if foreseeable, arising under or in connection with:

8.4.1    use of, or inability to use, the Website and/or the Licensed Material;
or

8.4.2    use of, or reliance on any content displayed on the Website and/or in
the Licensed Material.

8.5       The Licensor shall not be liable for:

8.5.1    any loss or damage caused by a virus, or other technologically harmful
material that may infect the Licensee’s computer equipment, computer programs,
data or other proprietary material due to the Licensee’s use of the Website or
to the Licensee’s downloading of any content on it, or on any website linked to
it.

8.5.2    any failure or malfunction resulting wholly or to any material extent
from the Licensee's negligence, operator error, misuse or abuse of the Licensed
Material;

8.5.3    failure by the Licensee to implement recommendations previously advised
by the Licensor in respect of, or solutions for, faults in the Licensed
Material;

8.5.4    The Licensor assumes no responsibility for the content of websites
linked on the Website. Such links should not be interpreted as endorsement by
the Licensor of those linked websites. The Licensor shall not be liable for any
loss or damage that may arise from the Licensee’s use of them.

8.5.5    The Licensor reserves the right to amend, modify, alter or remove any
part of the Licensed Material without notice.

 


9.        USE OF E-PORTFOLIO

9.1       The Licensee is responsible for the provision of and payment for, all
hardware, software, network availability and internet connectivity requires to
use and/or access E-portfolio.

9.2       The Licensee accepts that the Licensor has no control over such
hardware, software and telecommunication services and that the Licensor shall
have no liability to the Licensee for the acts or omissions of providers of
telecommunication services or for faults in or failures of their apparatus.

9.3 The Licensor is not responsible for any technical support requirements
arising from the Licensee's use of hardware, software and telecommunications
services.

9.4       The Licensee is solely responsible for securing and backing up its
content.

9.5       If the Licensee is unable to complete the download process due to a
file being defective, the Licensor shall replace the download, where possible.

9.6       In the event of a malfunction with E-portfolio, the Licensee shall
notify the Licensor as soon as reasonably practicable. The Licensor shall
endeavour to resolve the malfunction as soon as reasonably practicable.

 


10.      CONFIDENTIALITY

10.1     Each party shall keep confidential these terms and conditions and all
confidential information that it may acquire in relation to the Product or
affairs of the other party. Neither party shall use the other party’s
confidential information for any purpose other than to perform its obligations
under these Conditions. Each party shall ensure that its officers and employees
comply with the provisions of this clause.

10.2     The obligations on a party, set out in this clause shall not apply to
any information which:

10.2.1   is publicly available or becomes publicly available through no act or
omission of that party; or

10.2.2   a party is required to disclose by order of a court of competent
jurisdiction.

10.3     The provisions of this clause shall survive any termination of these
Conditions for a period of 5 years from termination.

 


11.      FORCE MAJEURE

11.1     Neither party shall have any liability under or be deemed to be in
breach of these terms and conditions, which result from circumstances beyond the
reasonable control of that party. The party affected by such circumstances shall
promptly notify the other party in writing when such circumstances cause a delay
or failure in performance and when they cease to do so.

 


12.      VARIATION OF TERMS AND CONDITIONS

12.1     The Licensor reserves the right to vary or add to these Conditions from
time to time, if necessary, to comply with any applicable laws or as otherwise
determined necessary by the Licensor.

12.2     No variation, additions or waiver to these Conditions shall operate to
release the Licensee from its obligations under these Terms and Conditions.

 


13.      DATA PROTECTION LEGISLATION

13.1     The parties undertake to comply with the provisions of EU General Data
Protection Regulations 2018 and any related legislation in so far as the same
relates to the provisions of these Conditions.

13.2    The Licensor may share the Licensee’s information with any member of its
group, which means its subsidiaries, its ultimate holding company and its
subsidiaries, as defined in section 1159 of the UK Companies Act 2006.

13.3     The Licensor would like to, from time to time, contact the Licensee in
order to market its other related services.  In doing so, the Licensor shall use
certain Licensee details, including name, address, institution contact name, e
mail address and telephone.  If the Licensee wishes to be contacted for this
purpose, it may inform the Licensor of this at any time by writing to
awardplace@prospects.co.uk .

 


14.      ASSIGNMENT

            The Licensee shall not assign, delegate, sub-contract, or otherwise
transfer any or all of its rights and obligations under these Conditions.

 


15.      WAIVER

            No failure or delay by the Licensor in exercising any right, power
or privilege under these Conditions shall impair the same or operate as a waiver
of the same nor shall any single or partial exercise of any right, power or
privilege preclude any further exercise of the same or the exercise of any other
right, power or privilege. The rights and remedies provided in these Conditions
are cumulative and not exclusive of any rights and remedies provided by law.

 


16.      SEVERANCE

            If any provision of these Conditions is prohibited by law or judged
by a court to be unlawful, void or unenforceable, the provision shall, to the
extent required, be severed from these Conditions and rendered ineffective as
far as possible without modifying the remaining provisions of these Conditions,
and shall not in any way affect any other circumstances of or the validity or
enforcement of these Conditions.

 


17.      GOVERNING LAW

            These terms and conditions shall be governed by and construed in
accordance with the laws of England and the parties submit to the exclusive
jurisdiction of the English courts.

 


18.      THIRD PARTIES

18.1     Nothing in these Conditions shall confer on any third party any rights
or benefit under the provisions of the Contracts (Rights of Third Party) Act
1999.

18.2     Head Office: Optimus Education, Black Country House, Rounds Green Road,
Oldbury, England, B69 2DG.

 


19.      PRIVACY POLICY

            Please refer to the Licensor’s full privacy policy at
www.prospects.co.uk

 


SECTION C:  TERMS AND CONDITIONS FOR OPTIMUS CONSULTANCY (SHORT TERM CONSULTANCY
SERVICES)


1.       DEFINITION

1.1       In these Terms and Conditions the following wording shall have the
following meanings:

1.1.1 "Confidential Information" means all information relating to or provided
by Optimus which is designated as confidential including but not limited to
Materials, trade secrets, methodologies, suppliers lists, costs and pricing,
unpublished financial information, business plans, marketing data, memoranda
papers, letters, emails, any patents, trademarks and service marks, rights in
designs, trade, business or domain names, database rights, topography rights,
copyrights (including rights in computer software) whether or not registered and
including applications for (and the right to apply for) registration of any such
thing and all rights and forms of protection of a similar nature or having
equivalent or similar effect to any of these which may subsist anywhere in the
world for the full period of them and all extensions or renewals of them;

1.1.2    ”Disclosure and Barring Service (DBS) " means the services established
under the Protection of Freedoms Act 2012;

1.1.3    "Effective Date" means the date as set out in the letter attached
hereto;

1.1.4    "Fees" means the Fees as set out in the letter attached hereto;

1.1.5    “Good Industry Practice” means the exercise of that degree of skill,
diligence, care, prudence, efficiency and foresight and timelines as would
reasonably and ordinarily be expected from a Consultancy within the relevant
industry and business sector engaged in the United Kingdom in services
equivalent to or comparable with the Services, acting in good faith and with
sufficient financial resources to perform the obligations under this Agreement;

1.1.6    Intellectual Property Rights" means all intellectual property rights
including but not limited to any and all patents, registered design, Materials,
copyright, database rights, design rights, topography rights, trade marks,
service marks, trade name, moral rights, domain names, application to register
any of the aforementioned rights, trade secrets, inventions, right in unpatented
know-how, right of confidence and any other intellectual or industrial property
rights of any nature whatsoever whether registered or not registered or capable
of registration and all applications for or right to apply for any of these and
whether subsisting in the United Kingdom or any other part of the world together
with all or any goodwill relating or attached hereto;

1.1.7    Materials" means all documents (including but not limited to lists of
clients or customers or establishments, correspondence, plans, drawings,
accounts and other documents of whatsoever nature and all copies of them,
whether on paper, computer memory disc or otherwise made) made, compiled or
acquired by the Consultancy or provided by Optimus during the provision of the
Services and concerning the business, finances or affairs of Optimus, or the
client together with any other property of Optimus in the Consultancy’s
possession;

1.1.8    "Material Breach" means any breach of clauses 7, 8, 9 and 15 shall be
regarded as a Material Breach or in relation to any other obligation under these
Terms and Conditions a series of Minor Breaches by either party of its
obligations hereunder which adversely, materially and substantially affect the
performance or delivery of the Services or otherwise compromise the reputation,
integrity or confidentiality of Optimus or any of its subsidiaries or holding
companies; or a Minor Breach of a specific obligation in respect of which either
party has served two consecutive notices under the terms of these Terms and
Conditions concerning the same or similar circumstances from where the other
party has failed to remedy that breach under the terms these Terms and
Conditions;

1.1.9    "Minor Breach" means a delay or non performance by either party of its
obligations under the terms of this Agreement as a direct result of the other
party’s default which does not materially, adversely or substantially affect the
performance or delivery of the Service;

1.1.10  "Services" means the delivery of the Services as set out in the letter
attached hereto;

1.1.11  "Term" means the term from the Effective Date to the Termination Date;

1.1.12  Termination Date" means the date as set out in the letter attached
hereto or such earlier date on which these Terms and Conditions is determined in
accordance with clause 9 (Termination) of these Terms and Conditions;

1.1.13  "Working Day" means any day (other than a Saturday or Sunday) on which
the banks in London are open for business and "Working Days" shall be construed
accordingly;

1.1.14  The interpretation and construction of these Terms and Conditions shall
be subject to the following provisions:-

a)         words importing the singular meaning include where the context so
admits the plural meaning and vice versa;

b)         words importing the masculine include the feminine and the neuter;

c)         reference to a clause is a reference to the whole of that clause
unless stated otherwise;

d)         references to any statute, enactment, order, regulation or other
similar instrument shall be construed as a reference to the statute, enactment,
order, regulation or instrument as amended by any subsequent enactment,
modification, order, regulation or instrument as subsequently amended or
re-enacted;

e)         references to any person shall include natural persons and
partnerships, firms and other incorporated bodies and all other legal persons of
whatever kind and however constituted and their successors and permitted assigns
or transferees;

f)          the words "include", "includes" and "including" are to be construed
as if they were immediately followed by the words "without limitation";

g)         headings are included in the Agreement for ease of reference only and
shall not affect the interpretation or construction of these Terms and
Conditions;

h)         in the event and to the extent only of any conflict between the
clauses and the remainder of the appendices, the clauses shall prevail over the
remainder of the appendices;

i)          references to clauses or Schedules are references to clauses or
Schedules to these Terms and Conditions, references to paragraphs are to
paragraphs of the relevant Schedule.

 


2.       STANDARD TERMS

2.1       The Consultancy shall perform the Services as requested in writing
from time to time and agreed by both parties for the duration of the Term.

2.2       If requested and/or required the Consultancy, prior to commencing the
Services and at its own expense, has an enhanced disclosure check made through
the Disclosure and Barring Service (DBS) for its’ Consultant(s) and the
Consultancy holds a satisfactory current disclosure certificates for each.

2.3       The Consultancy must not make, any press announcements, written
publication or publicise these Terms and Conditions or any information relevant
to the Services or be involved either directly or indirectly in any press
announcement, written publication, liaising in any way with the media about
Optimus or the Services. If approached by the media the Consultancy must
immediately contact Optimus.

2.4       The Consultancy shall take out and maintain all appropriate insurances
including professional indemnity and public liability with a reputable insurance
company and will, when requested, supply Optimus with copies of current
certificates.

2.5       The Consultancy shall comply with all relevant health and safety
legislation and shall take all reasonable steps to ensure that the Services are
provided in a safe, healthy and supportive environment. Where the services take
place on Optimus premises, Optimus shall provide reasonable working conditions
and facilities.

2.6       Optimus cannot guarantee any volumes under this Agreement and shall
not be obliged to engage the Consultancy for any of the Services and the
Consultancy shall not be obliged to accept any engagement offered by Optimus.

2.7       The Consultancy shall supply all stocks, materials, consumables and
equipment to its Consultant(s) as is necessary for the proper performance of the
Services including but not limited to its own computer equipment and mobile
phones.

2.8       The Consultancy shall work with Optimus on such dates and times to be
mutually agreed between the parties.

2.9       The working day shall comprise of a minimum of eight (8) hours unless
otherwise defined in these Terms and Conditions. Additional time in a working
day may be required to be worked for the proper provision of the Services by the
Consultancy but such additional time shall not be chargeable without prior
written consent from Optimus.

2.10     The Consultancy shall pay the utmost regard to the standing and
reputation of Optimus and not do anything (by act or omission) which may:

2.10.1  damage the reputation of Optimus;

2.10.2  bring Optimus into disrepute;

2.10.3  attract adverse publicity to Optimus; or

2.10.4  harm the confidence of the public in Optimus.

2.11     The Consultancy shall not have any rights whatsoever under these Terms
and Conditions to sick pay, holiday pay or any other recognizable employee
benefits and the Consultancy hereby indemnifies Optimus against any such claim.

 


3.        DELIVERY OF SERVICES

3.1       The Consultancy shall:

3.1.1    perform the Services in accordance with Good Industrial Practice and
within the terms of these Terms and Conditions;

3.1.2    faithfully and diligently perform the Services and use best endeavours
to promote and protect the interests of Optimus;

3.1.3    have the suitable skills, qualifications and experience and procures
that as long as he is present at any premises requested by Optimus he complies
with all requirements relating to safety, security and personal conduct;

3.1.4    attend any of Optimus and/or contract premises within the United
Kingdom upon reasonable notice and with prior agreement;

3.1.5    make such reports to Optimus (or such other person or persons as it may
direct) on any matters concerning the Services as Optimus may reasonably require
and comply with all requirements applicable to the Services;

3.1.6    follow all reasonable directions given to it by Optimus, though it is
agreed ultimate control rests with the Consultancy;

3.1.7    work such additional hours during each Working Day as are necessary for
the proper performance of the Services.

 


4.       CONFLICT OF INTEREST AND STATUS OF CONSULTANCY

4.1       During the Term, the Consultancy may accept and perform engagements
from other companies, firms or persons provided that the Consultancy does not
accept contracts to supply services to third parties which would:

4.1.1    compromise or create a conflict of interest with its obligations
included but not limited to entering into a direct contractual relationship with
any Optimus clients without the prior written consent of Optimus;

4.1.2    cause a breach of any of the Consultancy’s obligations;

4.1.3    render the Consultancy to have a relationship (direct or indirect) with
a competitor of Optimus.

4.2       For avoidance of doubt, Optimus shall not be obliged to engage the
Consultancy for any services and the Consultancy shall not be obliged to accept
any engagement offered by Optimus.

4.3       The Consultancy shall not without the prior written authorisation of
Optimus;

4.3.1    have any authority to incur expenditure in the name of or for the
account of Optimus;

4.3.2    hold himself out to be the servant, legal partner or agent of Optimus;
or

4.3.3    do any act, enter into any contract, make any representation, give any
warranty, incur any liability, assume any obligation, whether express or
implied, of any kind on behalf of Optimus.

4.4       The restrictions imposed on the Consultancy by clauses 4.1, 4.2 and
4.3 apply to the Consultancy acting:

4.4.1    directly or indirectly; and

4.4.2    on the Consultancy’s behalf or on the behalf of or in conjunction with,
any firm, company or person.

4.5       The Consultancy undertakes to Optimus that it will duly pay any taxes
and National Insurance Contributions which are due in relation to the payments
of the Fees to be made by Optimus pursuant to these Terms and Conditions and
further agrees to fully indemnify Optimus in respect of all and any income tax
and National Insurance Contributions which may be found due from Optimus on any
payments made under these Terms and Conditions together with any interest,
penalties or gross-up.

4.6       Nothing in these Terms and Conditions shall render the Consultancy as
an agent or partner of Optimus and the Consultancy shall not hold itself out as
such.

 


5.       FEES AND PAYMENTS

5.1       In consideration of the Services requested by Optimus and delivered by
the Consultancy, Optimus shall pay the Fees plus Value Added Tax (VAT) if
applicable, within 30 days on receipt of a valid invoice delivered to Optimus in
accordance with these Terms and Conditions or such other timeframe as may be
stated within this Agreement, by bank credit transfer (BACS).

5.2       The Fees shall be subject to the satisfactory performance of the
Services and completed within agreed timescales. Delays in providing the
Services may lead to the Fees being withheld or withdrawn.

5.3       The invoice shall be submitted after completion of the Services and
shall have attached any other documents as requested by Optimus including all
appropriate receipts for reasonable expenses properly incurred in performance of
the Services, and which have been agreed in advance.

5.4       No Fees shall be payable to the Consultancy in respect of any period
during which the Consultancy does not perform the Services.

5.5       Payment by Optimus shall be without prejudice to any claims or rights
which Optimus may have against the Consultancy and shall not constitute any
admission by Optimus as to the satisfactory performance by the Consultancy of
the Services or as to the Consultancy’s compliance with its obligations under
these Terms and Conditions.

5.6       The Consultancy agrees that any unsatisfactory Services shall be
corrected or undertaken by the Consultancy at his own time and expense.

5.7       The Consultancy undertakes to maintain good and accurate records of
evidence of all expenditure claimed under these Terms and Conditions for
inspection by Optimus.

5.8       Optimus reserves the right to recover from the Consultancy any sum in
whole or in part which:

5.8.1    were incorrectly paid to the Consultancy;

5.8.2    the Consultancy incorrectly claimed from Optimus under the provisions
of these Terms and Conditions;

5.8.3    were paid to the Consultancy while the Consultancy was in breach of
these Terms and Conditions;

5.8.4    a third party from whom funding is received by Optimus

(i)         refuses to pay Optimus for any part of the Services performed by the
Consultancy or

(ii)        claims back from Optimus any amount previously paid to Optimus for
any part of the Services performed by the Consultancy or

(iii)       requires that any or all of the Services undertaken by the
Consultancy be performed again to such a standard as it may reasonably require.

5.9       Optimus reserves the right to deduct, defer, suspend, or recover
payment where evidence of satisfactory performance and delivery of the Services
in accordance with these Terms and Conditions is lacking.

5.10     Optimus shall have the right to suspend payment to the Consultancy in
the event that Optimus has reasonable cause to suspect fraud or irregularity has
occurred in relation to these Terms and Conditions.

5.11     The Consultancy shall be responsible for all Value Added Tax, income
tax, national insurance, social security or similar contributions or other taxes
arising out of the Fees payable under these Terms and Conditions; and Optimus
reserves the right to demand proof that the obligations set out in this clause
are being met. If such proof is not provided when requested then Optimus
reserves the right to withhold payment of any Fees.

 


6.       CONFIDENTIAL INFORMATION

6.1       The Consultancy warrants that it shall treat all Confidential
Information belonging to Optimus as confidential, safeguard it accordingly and
only use such Confidential Information for the purpose of the provision of the
Services.

6.2       The Consultancy shall take all necessary precautions to ensure that
all Confidential Information obtained from Optimus is treated as confidential
and not disclosed (without prior written approval) or used other than for the
purpose of the Services.

6.3       The provisions of clauses 6.1 and 6.2 shall not apply to any
information which:

6.3.1    is or has become part of the public domain other than as a result of a
breach of the confidentiality under these Terms and Conditions;

6.3.2    cannot reasonably be considered to be confidential; or

6.3.3    is required to be disclosed by law.

6.4       In order to ensure that no unauthorised person gains access to any
Confidential Information or any data obtained in the course of the Services, the
Consultancy undertakes to maintain adequate security arrangements that meet the
requirements of professional standards and best practice.

6.5       The Consultancy will immediately notify Optimus of any breach of
security in relation to Confidential Information and all data obtained in the
course of the Services and keep a record of such breach. The Consultancy at its
own expense shall cooperate with Optimus in any investigation that Optimus
considers necessary to undertake as a result of a breach.

 


7.       DATA PROTECTION LEGISLATION

7.1       The Consultancy shall ensure that at all times it complies with the
provisions and obligations imposed by the EU General Data Protection Regulations
2018 (“Regulations”) together with any subsequent re-enactment or amendment
thereof in storing and processing personal data and all personal data acquired
by the Consultancy shall be returned to the disclosing party on request. Both
parties hereby acknowledge that performance of a duty imposed by the Regulations
shall not constitute a breach of any obligation in respect of confidentiality
which may be owed to the other party.

 


8.       INTELLECTUAL PROPERTY RIGHTS

8.1       The Consultancy acknowledges and agrees that all Intellectual Property
Rights or Trade Marks of Prospects existing as at the date hereof are and shall
remain the exclusive property of Prospects.

8.2       All intellectual property conceived or made by the Consultancy in the
course of providing the Services shall belong to Prospects and the Consultancy
hereby assigns and agrees to assign all its interest therein to Prospects or its
nominee. The Consultancy shall unconditionally and irrevocably waive any moral
rights in any copyright works assigned to Prospects under these Terms and
Conditions and all author rights of a similar kind conferred by the law of any
jurisdiction.

8.3       The Consultancy shall not use the Optimus name or logos in any
advertising, marketing, promotional or referral capacity without the prior
written consent from Optimus.

 


9.       TERMINATION

9.1       Without prejudice to any other right or remedy it may have, Optimus
may terminate these Terms and Conditions at any time by notice in writing to
take effect immediately if the Consultancy:

9.1.1    in performing its obligations under these Terms and Conditions amounts
to a Material Breach;

9.1.2    becomes bankrupt or insolvent or makes any arrangement or composition
with or for the benefit of its creditors;

9.1.3    does anything which brings itself, Optimus or Optimus clients into
serious disrepute;

9.1.4    infringes the Intellectual Property Rights of the other party;

9.1.5    is convicted of any criminal offence (other than an offence under any
road traffic legislation in the United Kingdom or elsewhere for which a fine or
non-custodial penalty is imposed) which involves dishonesty or which Optimus
reasonably considers is incompatible with the engagement;

9.1.6    in the reasonable opinion of Optimus is negligent or incompetent in the
performance of the Services;

9.1.7    acts in a way which is materially adverse to the interests of Optimus;

9.1.8    is unable to provide the Services for the Term;

9.1.9    is guilty of a serious breach of the rules and regulations as amended
from time to time of any regulatory authority relevant to the business of
Optimus.

9.2       In addition to the rights of termination under any other clauses of
these Terms and Conditions, either Party shall be entitled to terminate these
Terms and Conditions in respect of all or part of the Services provided under
these Terms and Conditions by giving to the other not less than 30 days written
notice to that effect without the need to give a reason for termination.

9.3       Any reasonable delay by Optimus in exercising such right to terminate
after the matter in question comes to the attention of Optimus will not
constitute a waiver of it.

9.4       In the event that the financial funding for the Services is revised or
revoked by a third party from whom funding is received, Optimus shall have the
right to either apply such revision to these Terms and conditions or terminate
these Terms and Conditions by giving immediate written notice.

9.5       In the event of a termination of these Terms and Conditions in
accordance with this clause Optimus shall not be liable to make any further
payments in respect of the Fees other than for the Services satisfactorily
completed prior to the termination of these Terms and Conditions.

9.6       Nothing in this clause shall affect the coming into or continuance in
force of any provision of these Terms and Conditions which is expressly or by
implication intended to come into force or continue in force upon termination of
these Terms and Conditions.


 


10.      CONSEQUENCES OF TERMINATION

10.1     Termination of these Terms and Conditions shall not prejudice or affect
any right of action or remedy which shall have accrued or shall thereupon accrue
to the parties under this Agreement.

10.2     Upon termination for whatsoever reason, the Consultancy shall:

10.2.1  comply with all reasonable requests by Optimus to facilitate the
handover of the Services and the Consultancy warrants that any information it
shall supply shall be complete and accurate and the Consultancy shall indemnify
Optimus now and in the future in respect of all or any costs suffered or
incurred by Optimus by reason of any proceedings, claims or demands arising from
or in connection with the provision of information and/or failure to provide
complete and accurate information and/or the provision of assistance and/or
failure to provide assistance under this clause 10;

10.2.2  promptly return to Optimus, Materials and all such tangible items which
are in the Consultancy’s possession or control and which either belong to
Optimus or contain Confidential Information as referred to in these Terms and
Conditions;

10.2.3 only with the prior authority from Optimus, irretrievably delete any
information relating to Optimus or its clients stored in any magnetic or optical
disk or memory and all matter derived from such sources which is in his
possession or under his control; and

10.2.4  provide a signed statement that the Consultancy has complied fully with
his obligations under this clause.

10.3     Optimus at its discretion reserves the right to withhold payment of any
outstanding invoices due to the Consultancy on termination of these Terms and
Conditions for any reason until such time as the Consultancy has complied with
clause 11.2 and all documentation has been audited (at the discretion of
Optimus).

 


11.      CONSULTANCY WARRANTIES

11.1     The Consultancy warrants and undertakes on a continuing basis
throughout the Term of these Terms and Conditions:

11.1.1  has the necessary skills and knowledge to carry out the Services;

11.1.2  will perform the Services for Optimus in the capacity of an independent
contractor;

11.1.3  will not, in entering into these Terms and Conditions or carrying out
the Services be in breach of any terms whether express or implied or any other
obligation binding upon it;

11.1.4  will perform the Services in accordance with the highest industry
standards.

11.2     The Consultancy warrants that the provisions of the Services contained
herein do not contravene any applicable laws or any third party rights in the
United Kingdom or in any other country and the Consultancy shall comply, if
executing the Services in a country other than the United Kingdom, with all
legal and fiscal obligations of the country in which the Services are performed.

11.3     The Consultancy warrants to Optimus that, to the best of its knowledge
and belief, all Services carried out under this Agreement will not infringe, in
whole or in part, any copyright or any other Intellectual Property Rights of any
person and agree to indemnify Optimus against any and all claims, demands,
proceedings, expenses and losses including any of a consequential nature arising
directly or indirectly out of any act of the foregoing in relation to any works
where such act is or is alleged to be an infringement of a third party’s
copyright or other Intellectual Property Rights. This warranty and indemnity
shall survive the termination of these Terms and Conditions and shall exist for
the life of the copyright or other Intellectual Property Rights.

 


12.      LIABILITY

12.1     The Consultancy shall indemnify and keep fully indemnified Optimus
against all direct (excluding indirect and consequential losses, claims or
damages) claims, costs, damages, loss or liability arising these Terms and
Conditions or its obligations under these Terms and Conditions or the failure by
the Consultancy to perform their obligations and duties or their failure to
fulfill Optimus requirements in respect of the Services or arising from any
negligence or unlawful act or omission of the Consultancy.

12.2     Optimus shall not be liable to the Consultancy in contract, tort
(including negligence or breach of statutory duty) or otherwise for any indirect
or consequential losses arising out of or in connection with Optimus adherence
or non-adherence to the terms of these Terms and Conditions.

12.3     Nothing in these Terms and Conditions shall limit or exclude either
party’s liability for death or personal injury caused by its negligence or the
negligence of its agents for fraud or fraudulent misrepresentation.


 


13.      EQUALITY AND DIVERSITY

13.1     The Consultancy shall comply fully with current equality based law
notably the Equality Act 2010 and ensure that the services provided are
underpinned by equality and diversity principles and accessible and appropriate
to meet the needs of equality based groups such as Black and minority ethnic
groups, refugee and migrant groups, LGBT community and rural and faith
communities.

13.2     The Consultancy shall ensure that there is no discrimination on the
grounds of race, colour, ethnic or national origin, disability, age, gender,
sexuality, marital status or any religious affiliations.

 


14.      BRIBERY AND FRAUD

14.1     The Consultancy shall not offer or give, or agree to give, to any
member, employee or representative of Optimus any gift or consideration of any
kind as an inducement or reward for doing or refraining from doing, or for
having done or refrained from doing, any act in relation to the obtaining or
execution of this or any other Terms and Conditions with Optimus or for showing
or refraining from showing favour or disfavour to any person in relation to this
or any such Terms and Conditions. The Consultancy’s attention is drawn to the
criminal offences created by the Bribery Act 2010. Any offence by the
Consultancy or by anyone acting on its behalf under the Bribery Act 2010 in
relation to these Terms and Conditions or any other agreement/s with Optimus
shall entitle Optimus to terminate these Terms and Conditions and recover from
the Consultancy the amount of any loss resulting from such termination and/or to
recover from the Consultancy the amount of value of any gift, consideration or
commission.

14.2     The Consultancy shall notify Optimus immediately where it becomes aware
of any instance of suspected fraud or financial irregularity in the delivery of
these Terms and Conditions.

 


15.     DISPUTE RESOLUTION

15.1     The parties shall attempt in good faith to resolve any dispute arising
out of or relating to these Terms and Conditions by negotiations between
executives of the parties (or any such nominated person by either party) who
shall have authority to settle the dispute. Any party may give the other party
written notice of any dispute not resolved in the normal course of business and
within 10 Working Days after delivery of the said notice, executives of both
parties (or nominated person) shall meet at a mutually acceptable time to
exchange relevant information and attempt to resolve the dispute. If the matter
has not been resolved within 20 Working Days after the expiration of the first
notice or if the parties fail to meet within or agree a date to meet after the
expiration of the disputing party’s notice these Terms and Conditions shall
terminate.

 


16.      NOTICES

16.1     All notices between the parties relating to these Terms and Conditions
shall be in writing and shall be delivered personally or sent by first class
post, fax or email transmission to the address or fax number or email address
set out in these Terms and Conditions. If not set out in these Terms and
Conditions, details must be notified in writing by one party to the other prior
to the commencement of the Services.

16.2     The notice shall be deemed duly served:

16.2.1  in the case of a notice delivered personally, at the time of delivery;

16.2.2  in the case of a notice sent by first class post, 2 clear Working Days
after the date of dispatch;

16.2.3  in the case of a fax or email transmission if sent during normal Working
hours, on the next following Working Day.

16.3     Each of the parties shall give notice to the other of the change or
acquisition of any address or telephone, fax or email at the earliest possible
opportunity but in any event within 48 hours of such change or acquisition.

 


17.     WAIVER

17.1     No failure or delay on the part of Optimus hereto to exercise any right
or remedy under these Terms and Conditions shall be construed or operate as a
waiver thereof nor shall any single or partial exercise of any right or remedy
as the case may be. The rights and remedies provided in these Terms and
Conditions are cumulative and are not exclusive of any rights or remedies
provided by law.

 


18.      AMENDMENT

18.1     No modification, variation or amendment to these Terms and Conditions
shall be effective unless such modification, variation or amendment is in
writing and has been signed by or on behalf of both parties.


 


19.     SURVIVORSHIP

19.1     Except as expressly stated to the contrary, Clauses 7, 8, 9, 11 and 12
shall survive termination of this Agreement for a further period of 2 years.

 


20.     ASSIGNMENT

20.1     Neither party shall assign, transfer, sub-contract or in any other
manner make over to any third party the benefit or burden of these Terms and
Conditions without the prior written consent of the other party.

 


21.     THIRD PARTY RIGHTS

21.1     A person who is not a Party to these Terms and Conditions shall have no
right to enforce any of its provisions which, expressly or by implication,
confer a benefit on him, without the prior written agreement of both Parties.

 


22.     PROPER LAW

22.1     These Terms and Conditions shall be governed by and construed in
accordance with English law and the parties submit to the exclusive jurisdiction
of the courts of England.

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