Terms of Use

1. Terms

By accessing this School, you are agreeing to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this School are protected by applicable copyright and trademark law.

2. Use License

Permission is granted to temporarily download one copy of any downloadable materials on the School’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on the School’s web site;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or 'mirror' the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

The materials on the School’s website are provided 'as is'. The School makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the School does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall the School be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the School’s website, even if the School or an authorized of the School has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its web site are accurate, complete, or current. The School may make changes to the materials contained on its web site at any time without notice. The School does not, however, make any commitment to update the materials.

6. Links

The School has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the School of the site. Use of any such linked website is at the user's own risk.

7. Site Terms of Use Modifications

The School may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

8. Governing Law

Any claim relating to the School’s website shall be governed by the laws of the School Owner’s home jurisdiction without regard to its conflict of law provisions.

IMPACT REPORTING'S STANDARD TERMS AND CONDITIONS - For Consultancy and Services

Interpretation
The definitions and rules of interpretation in this clause apply in this agreement.

Agreement

means the agreement entered into by the Service Provider and the Customer incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Commencement
Date

the date on which the provision of the Services will commence;

Confidential Information

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7;

Customer

the party procuring the Services from the Service Provider who shall be identified in the Agreement;

Data Protection Legislation

all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003, as amended;

Documentation

the document, which is made available to the Customer by the Service Provider online via a web address notified by the Service Provider to the Customer from time to time, which sets out a description of the Services and the user instructions for the Services;

Effective Date

the date of the commencement of the Services, as set out in the Order Form;

Fees

means any and all sums due under the Agreement from the Customer to the Service Provider, as specified in the Agreement;

Intellectual Property Rights or IPR

all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

Materials

the content provided to or authorised to be provided to or used by the Service Provider by the Customer from time to time for incorporation as part of the Project as specified in the Schedules to this Agreement or agreed by the parties including any designs, images, fonts, logos, illustrations, code, text and any other materials;

Normal Business Hours

0900 to 1700 local UK time, each Business Day;

Order Form

the Customer’s order for services, whether in written form or via an online order, which shall set out relevant dates and times for the Services as set out in the Agreement;

Project

means the digital product/service design project in relation to which the Service Provider is to provide the Services, as fully described in the Agreement;

Services

means the services to be provided by the Service Provider to the Customer in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement;

Specified Contractor

means a third party consultant or contractor appointed in accordance with Clause 4 of the Agreement who shall be instructed by the Service Provider as identified in the Order Form;

Service Provider

Impact Social Value Reporting Ltd, a company incorporated and registered in England and Wales with company number 11715808 whose registered office is at Second Floor, 24-26 Lever Street, Manchester, Greater Manchester M1 1DW;

Term

the term of the Agreement as defined therein;

UK Data Protection legislation

all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
A reference to writing or written includes email.
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

References to this Agreement shall refer to the Order Form and these terms together.

Provision of the Services

With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Customer.
The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the web and software development sector in the United Kingdom.
The Service Provider shall act in accordance with all reasonable instructions given to it by the Customer provided such instructions are compatible with the specification of Services provided in the Agreement.
The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
The Service Provider shall keep the Customer informed of all activities related to the Project by means of regular reports, supplied to the Customer at regular intervals to be defined in the Agreement.
The Service Provider shall prepare and submit to the Customer a Programme (also referred to as a Statement of Work) which shall set out relevant dates and times for the Services including, but not limited to:
Start dates;
Outline of planned activity;
End date;
The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Programme that may be requested by the Customer, subject to the Customer’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

Customer’s Obligations

The Customer shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services. Such information shall include, but not necessarily be limited to, that pertaining to the priorities of the Project and the Project timetable.
The Customer shall, within an agreed time of receiving a Programme from the Service Provider, inform the Service Provider in writing either of the Customer’s acceptance or shall submit, with detailed reasons, its reasons for non-acceptance including proposed changes.
The Customer may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
In the event that the Service Provider requires the decision, approval, consent or any other communication from the Customer in order to continue with the provision of the Services or any part thereof at any time, the Customer shall provide the same in a reasonable and timely manner.
If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
Any delay in the provision of the Services resulting from the Customer’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.

Fees, Payment and Records

The Customer shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
The Service Provider shall invoice the Customer for Fees due in accordance with the provisions of the Agreement.
All payments required to be made pursuant to the Agreement by either Party shall be made within 30 Business Days of receipt by that Party of the relevant invoice.
All payments required to be made pursuant to the Agreement by either Party shall be made in GBP (£) in cleared funds to such bank in England as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
Without prejudice to sub-Clause 9.2.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 of the Agreement shall incur interest at the rate of 5% accruing on a monthly basis and being compounded monthly until payment is made in full of any such outstanding sums.
Each Party shall:
keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;
at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them;

Liability, Indemnity and Insurance

The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Customer.
The Service Provider’s total liability for any loss or damage in respect of any individual occurrence or a series thereof arising out of any one event shall be limited either to the sum defined therein or to the net contribution calculated in accordance with sub-Clause 5.4 of the Agreement, whichever is the smaller sum.
The net contribution referred to in sub-Clause 5.3 shall be calculated on the basis of what is deemed just and equitable for the Service Provider to pay taking into account the Service Provider’s responsibility for the loss or damage in question and comparing that responsibility with that of all other third parties providing services for the Project for the same loss or damage. The net contribution shall be assessed on the following assumptions:
that such third parties have provided to the Customer contractual undertakings which are no less onerous than those under the Agreement with the Service Provider with respect to liability for such loss or damage;
that there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between the Customer and any such third party; and
that such third parties are deemed to have paid to the Customer such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss or damage in question.
The Service Provider shall not be liable for any loss or damage suffered by the Customer that results from the Customer’s failure to follow any instructions given by the Service Provider.
Nothing in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
The Customer shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Customer or its agents or employees.
Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
Notwithstanding any other clause in this agreement, the service providers total aggregate liability (including for negligence) under or in connection with this agreement (whether in contract, tort or otherwise) shall not exceed 110% of the fees paid by the Customer to the service provider
Guarantee
The Service Provider shall guarantee that the product of all Services provided shall be free from any and all defects for a period that shall be defined in the Agreement.
If any defects in the product of the Services appear during the guarantee period set out in the Agreement the Service Provider shall rectify any and all such defects at no cost to the Customer.

Confidentiality

Except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Agreement and after its termination:
keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.

Either Party may:

disclose any Confidential Information to:
any sub-contractor or Service Provider of that Party;
any governmental or other authority or regulatory body; or
any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
The Service Provider shall be entitled to use the Customer’s name and logo on its website and other marketing materials to publicise and promote the services of the Service Provider and the fact that the Customer is a customer of the Service Provider.
The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

Force Majeure

The Service Provider shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

Term and Termination

The Agreement shall come into force on the agreed commencement date and shall continue for an agreed Term from that date, subject to the provisions of Clause 9 of the Agreement.
Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment;
the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 5 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
that other Party ceases, or threatens to cease, to carry on business; or
control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
For the purposes of sub-Clause 9.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Data Protection

The Service Provider shall carry out its duties in compliance with the Data Protection legislation.

Effects of Termination

Upon the termination of the Agreement for any reason:

any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination;
subject as provided in Clause 11 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

Intellectual Property Rights

Subject to clause 12.2, the Intellectual Property Rights in any methodologies, content and technologies provided by the Service Provider for the Project shall remain the property of the Service Provider or its licensors (Service Provider IP).
If the Service Provider creates any Intellectual Property exclusively for the Project (Bespoke IP), the Bespoke IP shall remain the property of the Supplier and the Supplier grants the Customer a perpetual, non-exclusive, royalty free license to use the Bespoke IPR.
The Customer grants the Service Provider a non-exclusive, royalty free licence to use the Customer IPR in any Materials (and the IPR of third parties made available to the Service Provider by the Customer) solely for the purpose of performing the Service Provider’s obligations under the Agreement. The Customer warrants and represents that it has the necessary authorities and consent required to grant such licence.
For the avoidance of doubt, and without prejudice to clause 12.1 the Customer does not grant the Service Provider any rights to sell or otherwise commercially exploit the Customer IPR (whether stand-alone or in combination with the Service Provider’s IPR).
The Customer shall indemnify the Service Provider against all damages, losses and expenses arising as a result of any action or claim that the Service Provider’s use of the IPR and Materials as referred to in this Clause 12.3 infringe the Intellectual Property Rights of a third party.
The Service Provider shall compensate the Customer against all proven damages, losses and expenses arising as a result of any action or claim that the Service Provider’s IPR infringes any Intellectual Property Rights of a third party.
The compensation referred to above shall only be payable if:
the Customer promptly notifies the Service Provider in writing of the claim;
the Customer makes no admissions or settlements without the Service Provider’s prior written consent;
the Customer gives the Service Provider all information and assistance that the Service Provider may reasonably require; and
the Customer allows the Service Provider complete control over the litigation and settlement of any action or claim.
The indemnities and compensation in clause 12.5 and clause 12.6 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.
Nothing in this Agreement shall be taken to prevent the Service Provider from using any expertise acquired or developed during the performance of this Agreement in the provision of services for other companies or on its own behalf.

Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

Assignment and Sub-Contracting

The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

Relationship of the parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

Non-Solicitation

Neither Party shall, for the term of the Agreement and for a period of 2 years after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.
Neither Party shall, for the term of the Agreement and for a period of 2 years after its termination or expiry, solicit or entice away from the other Party any Customer where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
Subject to Clause 19 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

Notices

All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
when sent, if transmitted by e-mail and a successful return receipt is generated; or
on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth Business Day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

Dispute

The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
Nothing in Clause 24 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
The decision and outcome of the final method of dispute resolution under Clause 24 of the Agreement shall be final and binding on both Parties.

Law and Jurisdiction

The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Subject to the provisions of Clause 25 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.