Apprise Education, Reprise Innovation

Additional Charges – means any other costs incurred by International Admission Service as a result of specification variations or the actions or inactions of the Client or its agents for which The Client will reimburse international Admission Service;

Client – means the person or company for whom International Admission Service has agreed to provide the Specified Consultancy Service by these Conditions;

Conditions – means International Admission Service’s standard terms and conditions for the supply of consultancy services set out in this document;

Contract – means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;

Contract Period – means the time to complete the Specified Consultancy Service stated in the Specification.

Document – includes, in addition to a record in writing, any plan, graph, drawing or photograph, film, tape, or other device embodying visual images, any disc, video, flash drive, or other device incorporating any other data;

Fee – means the fee to be paid by the Client to International Admission Service for the Specified Consultancy Service;

Input Material – means any Documents or other materials and any data or additional information provided by the Client to International Admission Service relating to the Specified Consultancy Service;

Key Personnel – means any key International Admission Service personnel named in the Specification;

Output Material – means any Documents or other materials and any data or additional information provided by International Admission Service to the Client relating to the Specified Service;

Parties – means the Client and International Admission Service;

Special and Overriding Terms and Conditions –any additional terms and conditions included in the Specification that is in addition to and overrides these Conditions.

Specification – means the details of the Specified Consultancy Service;

International Admission Service – Registered in England and Wales, Company Number 12266477. The registered office is 80-82 Nelson Street, London, England, E1 2DY.

1. SUPPLY OF THE SPECIFIED CONSULTANCY SERVICE

1.1 International Admission Service shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions, or any Special and Overriding Terms and Conditions must be agreed upon in writing by International Admission Service and the Client.

1.2 No terms or conditions endorsed upon, delivered with, or contained in the order or similar from the Client shall form part of the Contract.

1.3 In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.

1.4 The Specified Consultancy Service shall be provided according to the Specification supplied by International Admission Service and otherwise by International Admission Service’s current brochure or other published literature relating to the Consultancy Services from time to time. These Terms and Conditions.

1.5 International Admission Service may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature, or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.

1.6 International Admission Service may at any time, without notifying, ng the Client makes any changes to the Specified Consultancy Service necessary to comply with any applicable safety or other statutory requirements or do not materially affect the nature or quality of the Specified Service.

1.7 No order submitted by the Client shall be deemed accepted by International Admission Service unless and until confirmed in writing by International Admission Service.

1.8 The Client shall be responsible to International Admission Service for ensuring the accuracy of the terms of any order.

1.9 The Client may cancel no order which International Admission Service has accepted except with the agreement in writing of International Admission Service and on terms that the Client shall indemnify International Admission Service in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by International Admission Service as a result of cancellation.

1.10 The Client shall supply International Admission Service with all necessary Input Materials within sufficient time to enable International Admission Service to provide the Specified Consultancy Service in accorbytract. The Client shall ensure the accuracy of all Input Materials.

1.11 The Client shall retain duplicate copies of all Input Material.

1.12 International Admission Service shall have no liability for any loss or damage of Input Material, however, caused.

2. GENERAL DUTIES OF INTERNATIONAL ADMISSION SERVICE

2.1 International Admission Service shall provide the Specified Consultancy Services to the Client professionally with due care and diligence to the best of its abilities.

2.2 International Admission Service accepts no liability for using any information or data provided.

2.3 International Admission Service shall not be restricted in providing similar services to other third parties.

2.4 International Admission Service shall supply the Specified Consultancy Service using the Key Personnel where identified and shall have the right to nominate alternative personnel if any or all of the Key Personnel become unavailable.

3. WORK ON CLIENT’S PREMISES

3.1 Where International Admission Service requires access to the Client’s premises for the performance of the Specified Consultancy Service, the Client shall provide reasonable access and all services necessary to permit International Admission Service to fulfill its obligations under the Contract mutually convenient times.

3.2 International Admission Service will commit no act or omission at the Client’s premises to render the Client liable to any person. International Admission Service shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.

4. FEE OF SERVICES

4.1 The Fee includes the cost of all materials and works undertaken. Expenses shall also be charged to the client, including travel and petrol at 40p mile, unless otherwise expressly stated in the Contract. Educating UK invoices will itemize all costs, including materials and expenses.

4.2 Expenses and travel costs will be itemized on all invoices.

4.3 The International Admission Service will accept no variation in the Fee without its express consent in writing.

5. TERMS OF PAYMENT

5.1 In the event of no special payment terms being agreed upon, payment of the Fee shall be made within 30 days of the international Admission Service invoice for each and all invoices.

5.2 The Client may not withhold payment for any disputed amount more significant than the value of rectifying the disputed element of the Specified Consultancy Service

5.3 If payment is not made on the due date (30 days from the date of the issued International Admission Service invoice), International Admission Service shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3 percent above the base rate from time to time of The City Bank from the due date until the outstanding amount is paid in full.

5.5 If any payment is not received on the due date, International Admission Service reserves the right to cease providing any Service until the payment is received.

6. VARIATIONS AND ADDITIONAL CHARGES

6.1 International Admission Service shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs being incurred by International Admission Service.

6.2 International Admission Service shall give not less than two weeks’ written notice to the Client of its intention to invoice the Additional Charges.

6.3 the Client shall pay International Admission Service’s Additional Charges without any set-off or other deduction within 30 days of the date of International Admission Service’s invoice.

6.5 No variations to the Contract shall be made or binding unless the Parties agree in writing

7. INTELLECTUAL PROPERTY RIGHTS AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

7.1 Any Background Intellectual Property shall belong to the Party that created it.

7.2 Any Input Material originating from the Client shall belong to the Client.

7.3 All Foreground Intellectual Property shall belong to International Admission Service subject only to the right of the Client to use that intellectual property to utilize the Specified Consultancy Service by way of a non-exclusive license subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.

7.4 Any Output Material shall, unless otherwise agreed in writing between the Client and International Admission Service, belong to International Admission Service, subject only to the right of the Client to use the Output Material to utilize the Specified Consultancy Service by way of a nonexclusive license subject only to payment in full of all sums payable under the Contract.

7.5 Any Input Material or other information provided by the Client designated by the Client shall be kept confidential by International Admission Service. All Output Material or additional information provided by International Admission Service which International Admission Service so designates shall be kept confidential by the Client, except that the preceding shall not apply to any Documents or other materials, data, or other information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become general knowledge through no fault of the other party.

7.6 The Client warrants that any Input Material and its use by International Admission Service to provide riding the Specified Consultancy Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify International Admission Service against any loss, damages, costs expenses, or other claims arising from any such infringement.

7.7 Subject to clause 7.6, International Admission Service warrants that any Output Material and its use by the Client utilizing the Specified Consultancy Service will not infringe the copyright or other rights of any third party, and International Admission Service shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.

8. FORCE MAJEURE

8.1 If either party is affected by Force Majeure, it shall inform the other party in writing of the matters constituting the Force Majeure. It shall keep the party fully informed of the continuance and any circumstances change while such Force Majeure continues.

8.2 International Admission Service shall not be liable for any breach of its obligations resulting from a cause beyond its control, including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. Suppose a default due to these matters shall continue for 60 days. In that case, International Admission Service shall have the right to terminate the Contract without liability to the Client by serving written notice.

8.3 Save as provided foretell, use eight a Force Majeure shall not entitle the Client to terminate this Contract, and neither party shall be in breach of this Contract nor otherwise liable to the other party because of any delay in performance or non-performance of any of its obligations due to a Force Majeure.

9. WARRANTIES AND LIABILITY

9.1 International Admission Service warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible, be by the Specification and at the intervals and within the times referred to in the Specification.

9.2 Where in connection with the provision of the Specified Consultancy Service, International Admission Service supplies any goods or services provided by a third party. International Admission Service does not give any warranty guarantee or other term for their quality fitness for purpose or otherwise. Still, it shall assign the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to the International Admission Service.

9.3 Any claim by the Client of any breach by the International Admission Service of the Contract or these Conditions (including the warranty contained in Clause 91 above, must be notified to the International Admission Service within 30 days of the supply of the Specified Consultancy Service. Suppose the Client does not inform International Admission Service accordingly. In that case, the Client will be deemed to have accepted the Specified Consultancy Service, and International Admission Service shall have no liability for the provision of the Specified Consultancy Service. The Client shall be bound to pay the Price in full. Where the Client has made a valid claim, International Admission Service will, at its sole discretion, either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum merit basis.

9.4 International Admission Service shall have no liability to the Client o any loss, damage, costs, expenses, or other claims for compensation arising from any Input Material or instructions supplied by the Client which is incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.

9.5 Except in respect of death or personal injury caused by International Admission Service’s negligence or as expressly provided in these Conditions, International Admission Service shall not be liable to the Client because of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of International Admission Service, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of International Admission Service under or in connection with the Contract shall not exceed the amount of EDUCATING UK’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.

9.6 Subject as expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. International Admission Service shall not be liable to the Client or be deemed to be in any breach of the Contract because of any delay in performing, or any failure to perform, any of International Admission Service’s obligations about the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.

10. CONFIDENTIALITY

10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are confidential and have been disclosed to the Client by International Admission Service or its agents and any other personal information concerning International Admission Service’s business or its products which the Client may obtain and the Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same to discharge the Client’s obligations to International Admission Service and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.

11. TERMINATION

11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

11.2 The cost of all and any work completed by the International Admission Service up to the date of termination and any costs incurred by International Admission Service as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to International Admission Service.

12. DATA PROTECTION ACT 1998

12.1 International Admission Service is registered under the Data Protection Act 1998. It will only use personal information to provide the Specified Consultancy Service to the Client outlined in the Contract.

13.GOVERNING LAW

13.1 The construction, validity, and performance of the Contract and these terms and conditions shall be governed and construed by English law.

14.GENERAL

14.1 These Conditions (together with the terms, if any, set out in the Specification and Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding, and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such different address as may at the relevant time have been notified under this provision to the party giving the notice.

14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4 If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected.

14.5 When Olivine Abroad provides services as part of a Government-funded scheme, the Client shall keep and make available for audit by International Admission Service or Government auditors all records relating to the Services, including any Baseline, Outputs, or Results data.