Terms and Conditions
Education Direct Standard Terms & Conditions of Business
1. General
1.1 These Terms apply to every Contract for the supply of Services made by The Education Company Ltd, trading as Education Direct or its successors in title (the Company) with any other party (the Customer).
1.2 If these terms have not previously been accepted by the Customer, the giving of instructions by the Customer to the Company to carry out services for the customer, shall be deemed to be an acceptance by the Customer of these Terms.
1.3 If there is any conflict between these Terms and the Customers terms or conditions, these Terms shall replace or prevail over the Customers terms or conditions.
1.4 English law shall apply to the Contract and these Terms shall be construed and enforced in accordance with English law.
2. Performance
2.1 The services to be performed by the Company for the Customer are:-
a) the particular Services specified in writing by the Company; or if none
b) the Services comprised in one on the Companys standard packages of Services named by the Company (full written details of which are available on request); or if none
c) the Services actually performed by the Company.
2.2 Although it is our usual practice to give notice, the Company shall be entitled to subcontract any of the Services without prior notice to the Customer or the Customers consent.
2.3 Time for performance of any Services by the company shall not be of the essence of the Contract unless first agreed in writing.
2.4 As an agency recognised by the Direct Mail Accreditation & Recognition Centre (or its successor), the company has an obligation to uphold at all times in letter and in spirit the British Code of Advertising Practice. The Companys acceptance of work from the Customer is based on the understanding that the Customer too undertakes to work within the normally accepted codes of conduct for the advertising industry, including in particular the British Code of Advertising Practice.
2.5 It is the responsibility of the Customer to arrange for appropriate and adequate packing of the Customers materials to be handled or stored by the Company.
2.6 If the Customer has so requested, the Company shall supply certificates of quantities posted and amounts spent on postage.
2.7 It is the responsibility of the Customer to arrange and pay the premiums for insurance against any loss or damage the Customer might suffer in the course of or in connection with the performance of the Services by the Company (including insurance of Customers materials in storage on the Companys premises), unless the Company has first agreed in writing to arrange insurance for them.
2.8 The Companys liability for any loss or damage the Customer might suffer in the case of or in connection with the performance of the Services by the Company is excluded or limited to the extent set out in clause 7 below.
3. Charges
3.1 The Customer must pay postage charges in advance (allowing at least 5 working days for clearance of a cheque).
3.2 Unless otherwise agreed in writing, all invoices (excluding those for Postage fees) must be settled within 30 days of the invoice date.
3.3 The Customers shall pay interest on overdue invoices at a rate of 3 per cent above the Barclays Bank PLC base rate in force from time to time.
3.4 The Company shall be entitled to charge the amount of any Taxes (including Value Added Tax), duties or charges, whether or not included in the quotation.
3.5 Credit is granted only upon the terms of the Companys written Credit Policy (available on request) or as agreed in writing in advance.
3.6 In the case of our Shared mailing products, the Company reserves the right to charge the full rate for space booked, should a Customer fail to meet an agreed delivery deadline or cancel a booking with less than 10 working days notice of an agreed mailing date.
3.7 The Customer shall not be entitled to make any set-off or deduction in respect of allegedly defective performance of the Services supplied by the Company or in respect of any other transaction or for any other cause.
3.8 If the Customer disputes in good faith that any sum invoiced is due, the Customer shall nevertheless pay all sums he does not dispute in good faith.
3.9 Rates shown in quotation are based on a uniform run of the quantity shown. Any variation in quantity, weight and packaging of items may give rise to a variation in the rates.
3.10 All quotations exclude VAT and are valid for 30 days.
4. Copyright
4.1 Unless otherwise agreed in writing, the company shall retain copyright in (including intellectual copyright) and ownership of the contents, artwork and layout of all documents containing or derived from the Companys lists of names and addresses, including but not limited to address labels.
5. List Usage
5.1 When the Companys lists or components of databases (or lists or components of databases supplied by the Companys agents) are supplied for external use by a Customer, the data will be supplied for single or multiple use. The Terms of usage will be agreed in writing.
5.2 The data supplied is seeded to detect unauthorised usage.
5.3 The data supplied is for the sole use of the Customer and on no account must be re-sold, leased or loaned to any other organisation, or used to advertise, promote or solicit enquires for products or services provided by another organisation, without the written consent of the Company.
6. Confidentiality
6.1 A draft of the Companys Confidentiality Agreement is available on request.
6.2 After entering into such an agreement with a Customer, the Company will treat all communications as being strictly private and confidential and shall take all precautions to maintain its status as such.
6.3 Save as required by law, we will at all times keep strictly confidential:-
a) the fact we work with the Customer
b) the content and nature of all data held on behalf of the Customer.
c) the existence of this Confidentiality Agreement and the terms and conditions contained in it.
7. Liability
7.1 The Company shall perform the Services with reasonable skill, care and diligence, but:-
a) under no circumstances shall the Company be liable for any consequential loss or damage;
b) the Customer takes the risk of and the Company shall not be liable for any inaccuracy or omission in any list of names and addresses, posting certificate or stock list supplied by the Company;
c) the Companys liability arising out of or in connection with the performance of any particular services shall not in any event exceed the Companys charges for performing those services;
d) the Company shall have no liability for any loss or damage caused by hostilities, blockade, act of terrorism, strike, lockout, labour disturbance, working conditions, explosion, fire, flood, damp, vermin, epidemic, stress of weather, breakdown or accident to machinery or vehicles, stoppage of or interference with transport facilities, policies or restrictions of governmental authorities or any other cause beyond the control of the Company.
7.2 Clause 7.1 above shall not be valid insofar as prohibited by statute.
7.3 The Company shall not be obliged to deal with or reply to, either on behalf of the Customer of the Company, any complaints received from third parties, unless the company have agreed to undertake such obligations and agreed a price for doing so.
7.4 The Customer shall indemnify the Company in respect of any loss or damage or legal or other expenses suffered by the Company or a third party to whom the Company is liable if caused by any defect or vice in the Customers materials handled or stored by the Company in the packaging of those materials.
7.5 If the Customer enters into liquidation whether compulsory or voluntary (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or has a receiver or manager appointed of any of its assets an individual commits an act of bankruptcy or has a receiving order made against him or if the Customer makes any arrangement with its creditors of if distress or execution is levied or threatened upon any of the Customers property or any judgement against the Customer remains unsatisfied for more than 14 days the Company shall be entitled to give notice in writing to the Customer terminating the Contract forthwith but shall be entitled to payment of the price for any Services already rendered and any interest payable.
7.6 No indulgence shown by the company shall prevent the Company subsequently insisting upon its rights and remedies under the Contract.