Quintessentially Education Limited
Terms and Conditions
1. Definitions and Interpretation
1.1 In these Terms and Conditions, the following definitions apply:
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force in the United Kingdom.
Budget: means the agreed budget detailing all the costs of Quintessentially and third party consultants, contractors and suppliers (where applicable) to be incurred in connection with the Services.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the United Kingdom are open for business.
Client: the person, student or entity described as such in the Scope of Service.
Commencement Date: has the meaning set out in clause 2.2.
Contract: means the services as specified by Quintessentially in the Scope of Service (together with any attachments, which may be delivered by way of letter or email) and these Terms and Conditions.
Deliverables: materials and work product created by Quintessentially for the Client as part of the Services and set out in the Scope of Service.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Change Notice: means the notice specifying variations to the Services.
Quintessentially: means Quintessentially Education Limited (company number 07610296) of 29 Portland Place, London, W1B 1QB.
Quintessentially’s Fee: means Quintessentially’s fee as set out in the Scope of Service.
Scope of Service: means the description or specification of the Services provided in writing by Quintessentially to the Client (if applicable).
Services: the services supplied by Quintessentially to the Client, which include:
(a) education consultancy services;
(b) academic placement services;
(c) advisory and tutoring services; and
(d) any other educational services as set out in the Scope of Service.
Suppliers: means any and all third parties appointed by Quintessentially in connection with the performance of the Services.
Term: means the period starting on the Commencement Date until this Contract is terminated in accordance with clause 13.
Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 15.9.
Third Party Supplier Costs: means third party supplier costs and other associated project costs.
1.2 In these Terms and Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails, provided that in the case of emails sent from Quintessentially.
2. Basis of contract
2.1 By acknowledging the Scope of Service in writing the Client is making an offer to purchase Services from Quintessentially in accordance with the Scope of Service and these Terms and Conditions.
2.2 The Contract shall come into existence upon the earlier of: (i) written agreement by both parties to proceed (including by e-mail), or (ii) upon the date of payment of the Fees(Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Quintessentially, and any descriptions or illustrations contained in Quintessentially’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Quintessentially shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services
3.1 Quintessentially shall supply the Services to the Client in accordance with the Scope of Service in all material respects.
3.2 Quintessentially shall use all reasonable endeavours to meet any performance dates specified in the Scope of Service.
3.3 Quintessentially warrants to the Client that the Services will be provided using reasonable care and skill.
3.4 Quintessentially aims to provide the highest standard of advice relating to education, which is accurate to the best of its knowledge. That said, all information is provided on an advisory basis and is therefore subjective. Neither Quintessentially, nor any third party supplier, provides any guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered for any particular purpose. The Client agrees and acknowledges that such information and materials may contain inaccuracies and/or errors from time to time and Quintessentially expressly excludes liability for any such inaccuracies and/or errors to the fullest extent permitted by law.
3.5 The Client agrees and acknowledges that Quintessentially cannot, under any circumstances, guarantee entry into any specific academic institution.
3.6 For the avoidance of doubt, the Services shall be performed on a non-exclusive basis and Quintessentially reserves the right and shall provide Services to other persons from time to time at its sole discretion.
4. Client’s obligations
4.1 The Client shall:
(a) ensure that the details in the Scope of Service are complete and accurate;
(b) co-operate with Quintessentially in all matters relating to the Services; and
(c) provide Quintessentially with such information and materials as Quintessentially may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
4.2 If Quintessentially’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) Quintessentially shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Quintessentially’s performance of any of its obligations;
(b) Quintessentially shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Quintessentially’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse Quintessentially on written demand for any costs or losses sustained or incurred by Quintessentially arising directly or indirectly from the Client Default.
5. Changes to the Services
5.1 If the Client wishes to change the scope or execution of the Services as set out in the applicable Scope of Work, it shall submit details of the requested change to Quintessentially in writing by way of a Change Notice.
5.2 Quintessentially shall, within a reasonable time, provide a written estimate to the Client of the likely time required to implement the change and any necessary variations to Quintessentially’s charges arising from the requested change.
5.3 If the Client wishes Quintessentially to proceed with the changes, Quintessentially is under no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Services and any other relevant terms by executing a revised Scope of Work to take account of the agreed change(s).
5.4 Quintessentially shall have the right to make changes to the Services which are necessary to comply with Applicable Law or safety requirement. In such circumstances Quintessentially shall always discuss the changes in advance with the Client in good faith and the Scope of Service shall be deemed to be amended accordingly to reflect such changes.
6. Charges and payment
6.1 The Client shall pay Quintessentially’s Fee as follows:
(a) for hourly tuition services, Quintessentially shall send an invoice to the Client on a fortnightly basis; and
(b) for consultancy and other educational services, Quintessentially shall send an invoice to the Client along with the Scope of Service. The Client must settle the invoice prior to the provision of the Services, unless otherwise agreed in writing between the parties.
6.2 Quintessentially’s Fee shall be subject to any variations agreed in accordance with clause 5.
6.3 Quintessentially shall provide the Client with a finalised Budget taking into account any variation to the Services as specified in the Scope of Service.
6.4 The Client shall pay each invoice submitted by Quintessentially:
(a) Within 14 days of the date of each invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Quintessentially.
For the avoidance of doubt, time for payment shall be of the essence of the Contract.
6.5 Without limiting any other right or remedy of Quintessentially, if the Client fails to make any payment due to Quintessentially under the Contract by the due date for payment (Due Date), Quintessentially shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current base rate of the Bank of England, such interest accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.6 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by Applicable Law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Quintessentially in order to justify withholding payment of any such amount in whole or in part. Quintessentially may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Quintessentially to the Client. For the avoidance of doubt, Quintessentially shall receive any amount payable under this Contract to which withholding tax applies on a grossed-up basis. The Client shall be responsible for advancing any withholding tax deduction in respect of any payment to Quintessentially. Quintessentially shall use its reasonable endeavours to recover the withholding tax deduction in accordance with Applicable Laws and, if successful, shall remit it to the Client within 60 days of its receipt. The Client shall be responsible for all costs related to accounting for and (if applicable) paying the withholding tax deduction to the local tax authority.
7. Cancellation or variation of services
7.1 In the event that the Client wishes to cancel the Services it must give Quintessentially 24 hours’ prior written notice in respect of hourly tuition services and all face-to-face education consultancies. If such notice period is not given the full Quintessentially Fee shall be charged to the Client.
7.2 In the event that the Client wishes to vary the Services in any way whatsoever it shall notify Quintessentially in writing as soon as possible. If the Services are to be varied this must be done by way of a Change Notice.
7.3 In the event of cancellation of the Services, the Client shall be liable to pay Quintessentially in respect of all fees already incurred arising out of or in relation to the performance of the Services up to the date of cancellation, together with any future fees that shall be incurred by Quintessentially as a consequence of the cancellation.
7.4 If any element of the Services is to be performed by a sub-contractor, supplier or other third party and that third party cancels prior to the commencement date of the Services then, where such third party is contracted by Quintessentially, Quintessentially shall use its reasonable endeavours to recover any fees paid to such third party together with any cancellation fees payable under the relevant contract and to replace such third party with another supplier of an equivalent standard after discussing in good faith with the Client. Where Quintessentially is unable to replace such third party prior to the commencement date of the Services, the element of Quintessentially’s Fee representing that third party’s fee shall be removed from the total Quintessentially’s Fee.
7.5 If the Services are cancelled by Quintessentially, other than by reason of a Force Majeure Event as set out in clause 15.2 and subject to there being no Client Default, then a full refund of all monies already paid under the Contract shall be payable promptly to the Client.
8.1 The Client is prohibited from making private arrangement for tuition or education consultancy services with any tutor, consultant or third party directly or indirectly introduced to the Client by Quintessentially.
8.2 If the Client is in breach of clause 8.1, they will be liable to account for, and pay to, Quintessentially all sums paid to the related tutor, consultant or third party without deduction and Quintessentially shall be entitled to seek legal recourse against the Client as appropriate in order to prevent further breaches.
9. Approvals and authority
9.1 After obtaining general approval of a campaign or project plans from the Client, Quintessentially may proceed with performing the Services in all respects.
9.2 Written or verbal approval by the Client (or any Client contact named in the Scope of Service) shall constitute authorisation for Quintessentially to proceed with performing any part of the Services so approved and such approval will be taken as authorisation to enter into contracts with Suppliers.
9.3 Quintessentially reserves the right to nominate and appoint Suppliers for the purposes of performing the Services.
10. Intellectual property rights
10.1 Quintessentially acknowledges and agrees that the Intellectual Property Rights in and to any Deliverables shall vest and be owned by the Client.
10.2 Quintessentially warrants that the Client’s use (or that of its contractors or agents) of any Deliverables (other than in respect of any materials supplied by the Client to the extent such material form part of the Deliverables) will not infringe the Intellectual Property Rights or any other rights of any third party. Quintessentially hereby agrees to indemnify, and keep indemnified, the Client from and against any and all claims, losses, costs, expenses (including all reasonable legal expenses) and liabilities that it may suffer as a result of any claim that the Client’s use (or that of its contractors or agents) of Deliverables created by Quintessentially infringes the Intellectual Property Rights or any other rights of any third party.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s personal affairs, business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
12. Limitation of liability
12.1 Quintessentially shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
Quintessentially’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amounts paid by the Client to Quintessentially under the Contract.
12.2 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by Applicable Law are, to the fullest extent permitted by Applicable Law, excluded from the Contract.
12.3 This clause 12 shall survive termination of the Contract.
13.1 The Contract shall terminate in accordance with any termination provisions agreed in the Scope of Service or upon the completion of the Services, or if later, and if applicable, the receipt of the final payment of Quintessentially’s fees (that is, if paid in instalments) under this Contract. These Terms and Conditions shall be applicable for the duration of the provision of the Services and shall only cease to have effect upon the expiry or termination of the Contract.
13.2 Without limiting its other rights or remedies, Quintessentially may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment or the Client materially breaches these Terms and Conditions.
13.3 The Client agrees that its only rights and remedies under these Terms and Conditions shall be against Quintessentially and no other entity.
14. Consequences of termination
14.1 On termination of the Contract for any reason:
(a) the Client shall immediately pay to Quintessentially all of Quintessentially’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Quintessentially shall submit an invoice, which shall be payable by the Client immediately on receipt. Quintessentially may, at its sole discretion, agree to refund the Client’s fees on a pro rata basis based on the Services not delivered or performed as at the date of termination of the Contract;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.