Last updated May 2024

For the Avoidance of Doubt

If there is any inconsistency between any of the provisions of the Service Specification, the School’s SLA agreement with the Company (“SLA”) and these terms and conditions then the provisions of this agreement shall prevail.”

1.         Definitions
   1. “Agreement” means these terms and conditions.
      “Calendar Bookings” refers to the agreed delivery patterns and times for a product available online or by other means as agreed with the Site Customer.
      “Camden Learning” is a not-for-profit school improvement company/ partnership between Camden schools and the London Borough of Camden. The registered address is 11th  Floor, 5 Pancras Square, Camden, London, N1C 4AG.
      “Company” means Camden Learning.
      “CPD  Training  Course”  means  any  continuing professional development  training course offered and booked or ordered by the school or client customer
      “Customer” or “Site Customer” means the school or client Customer referred to in each Order, A Quote or Price Offer will equate to an agreed price after having been ordered as a required Product or Service.
      “Intellectual Property Rights” means patents, inventions, trademarks, service marks, logos, design rights (whether capable of being registered or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether capable of being registered or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.
      “Invoices” means sales invoices from the Company, sent to the Customer for the Price of Products or Services ordered online or otherwise booked as a confirmed order.
      “Order” means the written request for Products or Services received by Camden Learning from  the  Customer  which  includes  the  package   type,  the  Service  Level  Agreement Subscription price and the Service Level Agreement Subscription Period.
      “Price” means the amount payable to Camden Learning for the Products or Services as specified in each Order. A Quote will constitute a confirmed amount to be paid for charging purposes.
      “Products or Services” means any products or services ordered by the Site Customer as contained in any Order,
      A “Proposal” or “Price Offer” refers to any service proposal in the Order, which may form part of this Agreement.
      A “Quote” means the price we quote to the customer for services.
      A “Service Level Agreement Subscription” refers to Products and Services supplied by Camden Learning (or partners organisations trading on the Company’s behalf) and set out in the Order during the Service Level Agreement Subscription Period.
      “Service Level Agreement Subscription Period” refers to the duration of the Service Level Agreement Subscription
2.         Products and Services
   1. Camden Learning agrees to supply during the Service Level Agreement Subscription Period and the Site Customer agrees to purchase the Products and Services with the terms and conditions as set out in this Agreement and those forming the online checkout process.
   2. The Company will endeavour to provide the Products and Services to the Customer in accordance with the defined Order, Quotation or Price Offer.
   3. We may choose to provide Products and Services by the use of recognised contractors and trading partners. Where this occurs this will be identified in the relevant brochure or on our website and other supporting documentation and will be explained each service offered by Camden Learning.
3.         Payment
   1. The Site Customer agrees to pay Camden Learning or in accordance with the service payment requirements, and the Price for the Products and Services.
   2. Camden  Learning  reserve  the  right  to  charge  interest  (at  a  rate  of  4%  per  month  or  as otherwise in force from time to time) calculated on a daily basis from the date payment is due until payment is received.
   3. If a Customer has paid for Products and Services that for any reason the Company are unable to provide, other than in situations where the Products cannot be provided because of some act, failure to act, delay or negligence on the part of the Customer. Either the delivery of the product will be delayed, to such time, that Camden Learning can arrange to deliver it or the Customer will be refunded or not charged for the Products.
   4. If a Product or Service has been requested by the Customer without a written order and the customer accepts delivery of the requested Product or Service, this will constitute an Order and the Customer will be subject to these terms and conditions and charged for that Product or Service.
   5. All Camden Learning services and products prices are quoted exclusive of VAT.
4.       Quotations and Proposals
   1. The Customer, by signing the Quotation or Proposal, set out in the Order accepts the Price proposed by Camden Learning for the Products and Services offered shall be bound to pay that Price.
5.           The Obligations of the Service Supplier
   1. Camden  Learning  shall  make  every  endeavour  to  provide  the  Products  and  Services  in accordance with the Order, Quotation, Proposal and any other specific requirements that have been agreed between the parties in writing.
   2. Should  any  revisions  to  the  Quotation  be  required,  for  example  because  of  a  necessary change of specification or price, Camden Learning will advise the customer of these revisions and agree the details of the final order before order confirmation is made.
   3. Camden Learning shall not be responsible for prices changes from equipment and other third party suppliers, but will make every endeavour to advise the Customer of any changes and the impact on any order.
6.           Delivery
   1. We shall endeavour to deliver the Products at the time and date and in the manner specified, or as otherwise agreed with the Customer.
   2. The Products may, by mutual agreement, be delivered in advance of the delivery date quoted on the Order, Quotation or Proposal.
   3. Camden  Learning  shall  normally  run  services  from  1st   April  ending  31st   March.  Annual Subscription Products delivered for a school academic year basis shall run from 1st September ending 31st  August. Orders for more than one year shall be for multiples of full academic or financial years.
7.           The Customer’s Obligations
   1. The Customer shall provide Camden Learning, in good time with all necessary information or confirmations required to undertake, perform or provide the Products or Services.
   2. The Customer will provide reasonable access to its premises if Camden Learning or its trading partners reasonably require it for the delivery of the committed Products or Services.
   3. The Customer shall at all times comply with Camden Learning’s Zoom Policy as may be updated by Camden Learning from time to time.
8.           Modifications and Variations
   1. In exceptional circumstances, Camden Learning may need to vary the schedule, content or delivery of the Products or Services and will advise the Customer of their intention to do so.
   2. In some instances, individual Products or Services may have discreet terms and conditions applicable to their particular Product or Service. These shall be in addition to the terms and conditions outlined herein. Should there be any conflict between these terms and conditions and  the other terms  and  conditions then the order  of precedence will be as stated in the additional terms and conditions.
9.           Termination/Cancellations
   1. Camden Learning sets out clear policies for termination of services or contracts. Either party may  cancel  any  or  all  of  the  Products  or  Services  contained  in  the  Order,  Quotation  or Proposal by giving the other at least six months written notice for School Improvement SLA subscriptions and not less than 12 weeks for all other and services.
   2. If the Customer gives Camden Learning less than 6 months for SLA services or notice 12 weeks’ notice  for  other  products,  or  cancels  part-way  through  delivery  of  the  Products  or Services, it may be liable for the full cost of the Product or Service ordered or charged. Any costs that the Company incurs because of the cancellation, up to the full cost of the identified Product or Service.
   3. In the event, that Camden Learning are unable to supply all or any part of the Products or Services, it shall refund the Customer for that part of the Products it cannot deliver or amend its charge as might otherwise be agreed with the Customer.
   4. If Camden Learning has scheduled products or services to take place on the Customer’s site, and the Customer fails to advise the Company; or its trading partners of any change in the schedule of those who will be receiving the Products or Services within 48 hours before the Service is due to be carried out or the Products are due to be delivered. Then those Services or Products shall be deemed to have been delivered and will be charged.
   5. If  delays  are  caused  by  the  Customer  not  responding  to  Camden  Learning  with  suitable delivery times to enable a delivery to be made, the Company may either extend the time in which delivery of the order can be fulfilled. If no further action is taken after, an extension of time is granted, may deem the products to have been delivered and the Customer will be charged accordingly.
   6. If a Party is in breach of a material term of this Agreement and despite written notice from the other Party, fails to remedy such breach within 30 days, then the other Party shall be entitled to terminate this Agreement with immediate effect.
   7. The Company may cancel all or part of the Products or Services (and may refund a reasonably apportioned percentage of the Price on a quantum meruit basis) if it is considered that, the usage of the Product or Services exceeds what is considered reasonable usage under all the circumstances.
   8. If the Customer cannot attend a training course, they shall give no less than 5 working days written notice and have the right to defer to another date, subject to availability.  Cancellation after the start of the course, or if no cancellation notification for a booking, will be subject to a non-attendance penalty charge
   9. If the Customer does not attend a training course or does not give notice as required by clause 9.8, then the Customer will be liable for the full cost of the training course or as otherwise agreed.
10.         Non-Solicitation of Employees
    1. The Customer shall not, for a period of 12 months from the date of delivery of the Products or end date of the Services, (except with the prior written consent of Camden Learning. Directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Camden Learning any employee, worker, consultant, associate or other person involved in the delivery of any Products or Services ordered under this Agreement.
    2. The Customer shall not solicit similar Products or Services, as it may have in the past received from  the  Camden  Learning,  from  an  employee  of  or  Camden  Learning  via  a  private arrangement with that employee.
    3. If the Customer breaches clauses 10.1 or 10.2 above; it shall without prejudice to any other rights or remedies of Camden Learning, on demand, pay a sum equal to either three months’ basic salary payable by either party to that employee or worker, or five times the Price for the Product or Services in the case of a consultant or associate plus the recruitment costs incurred by the Company in replacing such person.
    4. To  assist  Camden  Learning  safeguard  their  intellectual  property,  we  ask  the  Customer  to inform us immediately, should former employees of the Camden Learning to provide Products or Services, which the Company can or would normally provide a service approach them.
11.         Confidentiality and Data Protection
    1. The Parties shall keep confidential all information pertaining to the Products and Services and this Agreement, unless otherwise agreed.
    2. All  information  processed  under  this  Agreement  shall  be  dealt  with  in  accordance  with Camden Learning’s common law duty of confidentiality, our Data Protection policies and any guidance  from  the  Information  Commissioner’s  Office  on  information  sharing,  the  Data Protection Act 2018 and compliance with the GDPR and the Freedom of Information Act 2000.
12.         Health and Safety
    1. Camden Learning or other trading partners acting on its behalf and any of its personnel shall, when using the Customer’s premises or facilities, comply with the Customer’s policies and procedures relating to security and workplace health and safety.
13.         Copyright and Intellectual Property
    1. All Intellectual Property Rights in all reports, documents produced by Camden Learning in the performance  or  provision  of  the  Products  or  Services  and  in  any  continual  professional development (CPD) sessions or other training events hosted by Camden Learning, including digital recordings captured of such CPD sessions and training events, shall remain vested with the Company. Subject to Clause 13.3, Camden Learning reserves the right at its entire discretion, to grant an irrevocable, royalty free license to the Customer to use such goods, reports and documents for the specific purpose of the Products or Services.
    2. Any Products or Services, CPD sessions or training events which the Customer shall purchase, may only be reproduced for non-commercial or training purposes on condition that the school, organisation  or  individual  using  it  has  purchased  the  Product  or  Service  or  because  that school,  organisation  or  individual  has  been  granted  authorisation  to  use  this  material  by Camden  Learning  or  by  special  agreement  with  Camden  Learning.  For  the  avoidance  of doubt, Products or Services, CPD sessions or training events (or recordings thereof) may not be passed-on, resold, amended or delivered to a third parties (either for commercial or non-commercial purposes) who have neither purchased the Product or Service, CPD session or training event, from Camden Learning on its behalf or had the written permission of either party Camden Learning to use it.
    3. Customers  are  prohibited  from  the  use,  re-use,  reproduction  of  and  storage  of  any  digital recordings of any CPD sessions or training events relating to the Service Level Agreement Subscription, without prior agreement.
14.         Dispute Resolution
    1. Concerns relating to the Products or Services provided under this Agreement should be raised in writing, in the first instance, with the nominated service contact person.
    2. If  the  Customers  concern  is  not  resolved  it  shall  be  escalated  as  set  out  in  the  Camden Learning’s complaints process, which can be found on the Company’s website.
    3. Where a dispute arises that is not settled within the above resolution processes, an option for referral to the Camden Learning’s Managing Director. In this case, any decision shall be final and binding on all parties.
15.         Limitation of Liability
    1. Camden Learning will provide and/or perform or procure the Products and Services for the Customer  with  reasonable  skill  and  care  and  acknowledges  that  it  may  be  liable  to  the Customer for any losses, damages, costs or expenses (“Losses”) if a breach of the duty of care, wilful default or dishonesty is established.
    2. Camden Learning will maintain suitable insurance coverage at a level commensurate with an organisation  of  the  Borough’s  size  and  risk  profile  and  include  appropriate  cover  for employer’s liability and professional indemnity.
    3. The aggregate amount of liability of Camden Learning whether to the Customer or to any third party, in contract, tort or otherwise, for any losses arising from or in any way connected with the Products shall be limited to a maximum ten (10) times the itemised contract value, or £200,000, whichever is lesser, subject to Clause 15.4.
    4. Camden Learning will not be liable if any claimed losses are due to the Customer providing false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than an employee or agent of the Company.
16.         General
    1. This Agreement constitutes the whole understanding between the parties and supersedes any  prior  discussions,  negotiations,  arrangements  or  agreements  between  the  parties  in relation to the Products or Services.
    2. The  invalidity  or  un-enforceability  of  any  provision  of  this  Agreement  shall  not  affect  the continuation in force of the remainder of this Agreement.
    3. The rights granted to either party under this Agreement shall not be waived except in writing. Any waiver of such rights or of any breach of this Agreement by either party shall not be construed as a waiver of any other rights or of any other or further breach.
    4. Failure by either party to exercise or enforce any rights conferred upon it by this Agreement shall  not  be  deemed  to  be  a  waiver  of  any  such  rights  or  operate  to  bar  the  exercise  or enforcement thereof at any subsequent time or times.
    5. The section headings contained in this Agreement are for convenience purposes only and shall not affect the interpretation of this Agreement.
    6. Nothing in this Agreement confers or purports to confer any right pursuant to the Contracts (Right of Third Parties) Act 1999 or otherwise to enforce any of its terms on any person who is not a party to it.
    7. All prices listed or displayed on the Camden Learning website or brochure are correct at the time of their being published. However, the Company reserve the right to amend prices from time to time. All current and up to date prices are available on the website to be found at www.camdenlearning.org.uk.
    8. Camden Learning reserves the right to update these Terms and Conditions from time to time.
17. Law and Jurisdiction
    1. The Parties accept the exclusive jurisdiction of the English Courts and agree that these Terms and Conditions, the Order, and all non-contractual obligations and other matters arising from or connected with the agreement, are to be governed and construed according to English Law.