Client Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions for Provision of Services ("Terms"):

“Ivy Education” refers to Ivy Education Limited (company number: 7203395) whose registered office is situated at 7 Wey Court, Mary Road, Guildford, Surrey, GU1 4QU.

"Course Day" means a whole day, up to a maximum of 24 hours, non-residential course.

"Course Week" means a series of up to five consecutive Courses.

"Course" means either a Course Day or Course Week.

"Guest" or “Child” means any child attending a Course, “Guests” shall be construed accordingly.

“Confirmation Email” means the email confirmation of the Course provided to you by IVY EDUCATION including the detail of the arrangements agreed between you and IVY EDUCATION for the Course such as number of Guests attending, location and any specific information about the Course required for IVY EDUCATION to provide the Services.

"Contract" means the agreement between the Client and IVY EDUCATION for the supply of the Services and consisting of the documents referred to in clause 1.5 below.

“In Loco Parentis” means any period of time during a Course during which IVY EDUCATION agree to take charge of one or more Children and neither you nor any of your representatives are present.

"Price" means the price for the Services set out in the Confirmation Email and any pre-agreed additional third-party costs reasonably incurred by IVY EDUCATION for the purposes of the Course.

"Services" means the services agreed to be provided by IVY EDUCATION at any Course as set out in the Confirmation Email or in relation to any activity in which IVY EDUCATION is In Loco Parentis.

“Third Party Costs” means any third-party expenses and costs reasonably incurred by IVY EDUCATION in relation to a Course.

"Course Location" means the location of the Course as set out in the Confirmation Email.

"You" means the natural or legal person engaging IVY EDUCATION to perform the Services (and "your" shall be construed accordingly).

1.2 Clause headings shall not affect the interpretation of these Terms; the singular includes the plural and vice versa.

1.3 Any provision of these Terms which is invalid or unenforceable for any purpose shall be removed from these Terms for that purpose but shall otherwise remain valid and enforceable and shall not affect the validity of the remainder of the Contract.

1.4 Payments will be deemed made to IVY EDUCATION when they have been credited to IVY EDUCATION's account in cleared funds.

1.5 The “Contract” comprises these Terms and the details in the Confirmation Email.

1.6 If there is any inconsistency, the order of priority of the Contract documents shall be (i) Confirmation Email shall prevail over (ii) Terms; variations of the Contract are effective only if agreed in writing by authorised representatives of the parties and will then prevail over these Terms.

2 FORMATION OF CONTRACT AND RIGHTS TO VARY OR CANCEL

2.1 You shall agree all details of your booking with IVY EDUCATION via email in advance of the booking. A legally binding contract shall be formed between you and IVY EDUCATION in accordance with these terms when
(i) IVY EDUCATION has sent you the Confirmation Email AND
(ii) you have paid the Price in accordance with the Confirmation Email OR
(iii) IVY EDUCATION has sent the Confirmation Email and incurred any Third-Party Costs on your behalf in preparation for the Course
(IVY EDUCATION will use reasonable endeavours to notify you before incurring any such costs).

2.2 No representations made by IVY EDUCATION’s employees, agents or contractors will apply to the Contract unless they are confirmed in writing. In entering into the Contract, you acknowledge that you have not relied on any such representations unless they have been confirmed to you in writing by an authorised representative of IVY EDUCATION.

2.3 You are responsible for ensuring the accuracy of any information provided to us via email and for giving IVY EDUCATION any necessary information sufficiently in advance of a Course to enable IVY EDUCATION to perform the Contract.

2.4 IVY EDUCATION reserves the right to make any changes to Services if necessary to comply with any applicable law, regulation or safety requirement and to vary the Price by a fair and reasonable amount to take account of the variation. IVY EDUCATION will inform you of any such variation and of its effect, if any, on the Price, as soon as reasonably practicable.

2.5 You may cancel a Contract by notice in writing to IVY EDUCATION. If you cancel:

2.5.1 within twenty-eight (28) days before the Course, you must pay the Price in full;

2.5.2 more than twenty-eight (28) days but within fifty-six (56) days (8 weeks) before the Course, you must pay fifty per cent (50%) of the Price and any reasonable and non-refundable costs incurred by IVY EDUCATION.

2.6 Notwithstanding clause 2.5, you shall reimburse IVY EDUCATION for any reasonable and non-refundable costs (including Third Party Costs) incurred by IVY EDUCATION on your behalf prior to the time of cancellation or postponement of the Contract.

2.7 If IVY EDUCATION cancels the Contract for reasons other than those under clause 10, it will repay all monies received from you.

2.8 If you wish to make an amendment to your booking once IVY EDUCATION has confirmed it to you via email, you should request the amendment in writing and IVY EDUCATION will within a reasonable time let you know:

2.8.1 whether it considers that amendment is reasonably practicable in all the circumstances; and if so

2.8.2 whether it affects the Price or any other terms or requirements relating to the Services. If IVY EDUCATION considers in its sole discretion that any amendment would jeopardise the safety of any Guest or is otherwise unsuitable for any other reason, it may refuse to accept that amendment and, in that case, you may cancel the Contract under clause 2.5.

2.9 When you receive any information from IVY EDUCATION under clause 2.8 You shall have a reasonable period to confirm your agreement to the change to the Confirmation Email and the Price. IVY EDUCATION may delay performance of the Services or any part of them until it has received your written confirmation that you wish either to proceed or not to proceed with the requested amendments.

3. PRICE

3.1 You shall pay the Price as set out in the Confirmation Email.

3.2 All prices are inclusive of Value Added Tax and any other sales tax or excise duties.

3.3 IVY EDUCATION reserves the right to increase the Price before any Course to take account of any delay caused by you or any failure by you to perform our obligations in the Contract or by your failure to give IVY EDUCATION adequate information.

4. PAYMENT TERMS

4.1 Unless otherwise stated in the Confirmation Email, you must pay the Price in full upfront when booking a place on the course. This will reserve your place on the course.

4.2 You must not make any withholding, deduction, set-off, counterclaim or cross demand against an invoice other than in respect of a genuine dispute that you have brought to our attention in writing (in which you have set out all reasonable details) before the due date for payment. In that case you will pay the full amount not in dispute.

4.3 Time of payment is of the essence of every Contract.

4.4 As you are engaging us for business-related purposes, IVY EDUCATION may (without limiting its remedies) charge you for IVY EDUCATION's costs of collection and (as well after as before judgment) a sum equal to any loss suffered by IVY EDUCATION arising from that delay as well as interest on that sum and on the amount overdue at the same rate as would apply were the debt a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998 calculated from the date payment fell due until the date of actual payment (or such lesser amount as is the maximum rate permissible by law) and IVY EDUCATION may cancel the Contract and any other contracts with you. 

5. PROVISION OF SERVICES

5.1 IVY EDUCATION shall use all reasonable endeavours to provide the Services in accordance with the Contract and shall perform the Services with all reasonable skill, care and diligence.

5.1.2 Our GCSE Revision Courses require a minimum of three sign ups to run as a group revision course. In the event we do not meet the minimum attendee requirement, we will contact you one week prior to the scheduled course date to discuss adjustments for your affected cohort. This may take the form of learning on a one-to-one basis with the course tutor or learning with the tutor and one additional student. In this event, the price paid will not alter but tuition hours offered may be fewer than 8 hours per course due to the differing nature of tuition.

5.2 IVY EDUCATION shall:

5.2.1 ensure that all staff engaged by it in the provision of the Services have been interviewed by IVY EDUCATION, have a valid and up to date Enhanced Disclosure and Barring Service check;

5.2.2 use reasonable endeavours to ensure all staff are suitably qualified and trained to carry out the Services; and

5.2.3 comply with all legislation regarding the Services and shall maintain the correct ratio of adults to children (when applicable) for the Course in question. 

6 SAFETY AND SECURITY OF GUESTS ATTENDING COURSES

6.1 You shall ensure that IVY EDUCATION receive all Relevant Information in respect of each Guest attending any Course and IVY EDUCATION reserves the right to refuse or restrict access to any such Course to any Guest for whom it believes complete and accurate Relevant Information has not been provided. You shall immediately inform IVY EDUCATION of any changes to the Relevant Information or of any additional Relevant Information (including details of allergies, illnesses, medical conditions or other specific requirements relating to the Guest) of which you become aware leading up to or on the day of the Course.

6.2 IVY EDUCATION shall only be required to provide Services in respect of the number of Guests and for the times specified in the Confirmation Email.

6.3 You will inform IVY EDUCATION not later than 24 hours before a Course of any allergies, illnesses or medical conditions affecting any Guest expected to attend the Course of which you are or ought reasonably to be aware.

6.4 You will arrange prompt collection of the children attending any Course at the time notified to you and IVY EDUCATION may charge you for its reasonable costs (including without limitation staff costs and travel expenses) related to supervising the Child after the time notified to you.

6.5 Except to the extent we have agreed to be In Loco Parentis it is your responsibility to ensure the Child and all children attending a Course are appropriately supervised at all times. IVY EDUCATION may charge you for the costs of any damage to property of any person caused by your breach of this clause and we may charge you for the costs of providing supervision for any Child or children where you are in breach of this term.

6.6 It is your responsibility to ensure that the Guest complies with all reasonable instructions from IVY EDUCATION's employees to ensure the safety of all attendees and other persons present and any other requirements. This applies even if IVY EDUCATION is In Loco Parentis.  IVY EDUCATION may suspend the Course or the Guest’s (or any other guest’s) participation in the Course if you are in breach of this clause (and shall remain entitled to the Price in such circumstances).

6.7 You shall ensure that IVY EDUCATION has up to date and accurate contact details for you (and that you are engaging IVY EDUCATION for business-related purposes, and that you have provided up to date and accurate contact details for any authorised representative) at all times during the Contract.

6.8 You acknowledge and agree that IVY EDUCATION may take video and photographic footage of Guests attending any Course and that appropriate footage which does not compromise the safety or security of any Guest may be used by IVY EDUCATION for the purposes of promotion and marketing.

6.9 You acknowledge and agree that IVY EDUCATION's employees may administer basic first aid (including paracetamol, plasters, and antiseptic cream) to the Guest or to guests attending a Course. You shall inform IVY EDUCATION not later than 24 hours prior to the Course of any allergies or other medical conditions not specified as part of the Relevant Information which may affect the Guest's ability to participate in any Course or of which IVY EDUCATION ought reasonably to be aware.

6.10 If the behaviour of the Guest at Course or Course is in IVY EDUCATION's opinion unacceptable for any reason or, if in IVY EDUCATION's reasonable opinion, it is not appropriate for the Guest to continue the Course for any reason (whether by reason of illness, injury or otherwise at IVY EDUCATION's sole discretion), you shall at IVY EDUCATION's request promptly collect the Guest from the Course Location. IVY EDUCATION may exclude the Guest from any activities until he or she has been collected if in IVY EDUCATION's opinion such exclusion is necessary for the safety of the Guest or any other guest or is otherwise in the Guest's best interests.

6.11 If the behaviour of any Guest attending a Course is in IVY EDUCATION's opinion unacceptable for any reason, you will at IVY EDUCATION's request remove or procure the removal of the Guest in question and IVY EDUCATION may suspend the Course without liability until the Guest in question has been removed.

6.12 The Price shall remain payable in full in any of the circumstances described in clauses 6.11 and 6.12. In addition, if you (or your authorised representative) are un-contactable for more than two (2) hours you will pay IVY EDUCATION's reasonable costs (including without limitation staff costs and travel expenses) related to caring for the Guest.

7 DATA PROTECTION

7.1 IVY EDUCATION shall process all personal data relating to you and the Guest and other individuals in accordance with the General Data Protection Regulation 2016 and the Data Protection Act 2018 ("the Data Protection Legislation").

7.2 You hereby consent to the processing of any personal data (including Sensitive Personal Data as defined in the Data Protection Legislation) relating to the Guest for the purposes required for the performance of the Services in accordance with these Terms. In particular, but without limitation, you consent to the processing (including gathering, storing and use) by IVY EDUCATION and third parties engaged by IVY EDUCATION in the performance of the Services of medical details relating to the Guest for the purposes of protecting the health and safety of the Guest at any Course.

7.3 IVY EDUCATION will process personal data, sensitive personal data and personal data relating to Guests in accordance with its privacy policy which is available on request. IVY EDUCATION will not disclose personal data about you or any Guest to any third party except as necessary for the performance of the Services or to comply with overriding statutory obligations.

7.4 As you are engaging IVY EDUCATION for business-related purposes, you warrant that any personal data which you provide to us, whether relating to you or to the Guest or otherwise, may be processed by IVY EDUCATION for the purposes of performance of the Services and you undertake to indemnify us against any cost, claim, damage or expense which we incur in relation to any claim by a data subject (as defined in the Data Protection Legislation) that such processing was in contravention of their statutory rights, except to the extent if any that such claim relates to any breach by us of this clause 7.4.

8 INSURANCE

You acknowledge that all risks related to the Course, except for the risk of physical injury to person or damage to property directly caused by IVY EDUCATION's negligence, are borne by you. You acknowledge that the Price reflects this balance of risk. Your attention is further drawn to the limitations of IVY EDUCATION's liability in clause 9 below.

9 LIMITATIONS OF LIABILITY

9.1 Nothing in these Terms shall limit or exclude any liability of IVY EDUCATION which may not be limited or excluded by law, including without limitation liability for death or personal injury caused by IVY EDUCATION's negligence or for fraud or fraudulent misrepresentation.

9.2 Subject to clause 9.1, IVY EDUCATION shall have no liability (whether arising under contract, tort or for breach of statutory duty or otherwise) to the extent that such liability would not have arisen but for your breach of the Contract.

9.3 Subject to clause 9.1, you agree that by entering into the Contract you acknowledge IVY EDUCATION's level of expertise and that by participating in the Services the Guest may suffer loss or damage. You acknowledge that you have voluntarily assumed the risk of such loss or damage, and you therefore waive any claim for such loss or damage against IVY EDUCATION and/or any of their employees, agents, and contractors.

9.4 Subject to clause 9.1, IVY EDUCATION's aggregate liability for all claims in relation to the Contract (whether in contract, tort or for breach of statutory duty or otherwise) shall not exceed the Price paid by you.

9.5 Subject to clause 9.1, IVY EDUCATION shall not be liable for any loss which is or which represents disappointment, injury to feelings, loss of reputation, third party liability, loss of anticipated benefit, loss of profit or management time.

9.6 The provisions of this clause 9 shall apply, mutatis mutandis, to employees of IVY EDUCATION and third-party service providers engaged by them as they apply to IVY EDUCATION.

9.7 IVY EDUCATION shall not be liable for any failure to perform any or all of its obligations under the Contract by reason of any severe weather, fire, flood or other act of God, armed conflict, civil unrest, industrial action, order of public authority, or any cause whatsoever beyond its control. In such circumstances IVY EDUCATION, without prejudice to the accrued rights and remedies of each party, may terminate the Contract without liability for such termination and shall refund the Price less any non-refundable deposits, booking fees or other charges incurred by it at the date of such termination for the purposes of the Services.

9.8 In the event of government Coronavirus regulations reversing and preventing the Course from taking place, IVY EDUCATION shall allocate your booking to a future Course.

10 TERMINATION OF THE CONTRACT

10.1 IVY EDUCATION may at any time terminate the Contract forthwith by written notice to you if you fail to pay to IVY EDUCATION any sum when due or if you fail to comply with any safety requirement or obligation set out in these Terms and do not remedy any breach within a reasonable time of notice from IVY EDUCATION to do so.

10.2 Either party may terminate the Contract forthwith by written notice to the other if the other party is or is deemed to be, insolvent or steps are taken to:

10.2.1 propose any composition, scheme or arrangement involving the other party and its creditors; or

10.2.2 obtain an administration order or appoint any administrative or other receiver or manager of the party or any of its property or otherwise enforce any security over the party's property, or repossess its assets; or

10.2.3 file a petition in bankruptcy or to wind up or dissolve the party or sequestrate its estate or outside England anything corresponding to any of the above occurs.

10.3 If the Contract is terminated, IVY EDUCATION (without prejudice to each of their other rights but subject to any relevant mandatory laws) may do any of the following:

10.3.1 declare immediately payable (and so interest-bearing under clause 4.4) any sums due to it by you, proceed against you for the same and/or damages, and appropriate any payment by you as represents sums due under the Contract; or

10.3.2 suspend further performance of any Contract and/or any credit granted to you on any account.

10.4 Termination of the Contract shall not affect the accrued rights of you and IVY EDUCATION under the Contract.

11 GENERAL

11.1 You acknowledge that all intellectual property rights in and relating to the Services (including but not limited to trademarks, copyright, and design rights) shall remain the sole property of IVY EDUCATION.

11.2 No previous waiver of any breach of the Contract shall constitute any waiver of any right or remedy.

11.3 The Contract may not be assigned by either party without the written consent of the other party.

11.4 Clauses 1, 2.5, 2.6, 4.4, 9, 10 and this clause 11 shall survive termination of the Contract.

11.5 A person who is not a party to the Contract has no right under the Contract (Rights of Third Parties) Act 1999 to enforce the Contract, but this does not affect any right or remedy of a third party which is available apart from that Act.

11.6 The Contract shall be governed and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.