1. Incorporation of Terms
1.1 This is a Consultancy Agreement (CA), and defines the terms under which we will undertake services to you as set out in Schedule 1 to this agreement.
1.2 If you sign this Agreement and we also sign this Agreement, we agree to provide the services and you agree to pay the Service Fee on and subject to these Terms and Conditions.
1.3 These Terms and Conditions shall govern the provision of services between the parties for the time being and unless varied shall apply to each and every service.
1.4 This Agreement shall not be varied except in writing and signed by either our Managing Director or Finance Director and your authorised signatory.
1.5 Either party may request to change the nature or scope of the services.
2. Copyright and Intellectual Property Rights
2.1 This clause covers the deliverables by us. ‘Deliverable’ means work produced by us in the course of services for delivery to you. Where pre-existing works are incorporated in any Deliverable, you have non-exclusive irrevocable licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved.
2.2 The parties agree that all Intellectual Property in all the documents specifically produced by or on behalf of us in connection with or relating to this CA shall vest in and belong to us.
2.3 Nothing shall prevent us from using techniques, ideas, and other know-how gained during the performance of services under this CA in the furtherance of its own business, to the extent that such does not result in disclosure or abuse of confidential information in breach hereof, or any infringement of any of your Intellectual Property Rights.
3. Termination of Provision
3.1 Either party may terminate this agreement by giving at least one terms notice.
3.2 Either party may terminate this Agreement at any time if the other is in material breach or if the other becomes insolvent, by immediate written notice.
3.3 Any rights or obligations of a continuing nature shall survive termination
4. Force Majeure
4.1 If either party is obstructed in performing any of its obligations under an Agreement by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues.
5. Staff obligations and third Party rights
5.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. No person providing services is expected or required to integrate into the school’s business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
5.2 Neither party will employ, engage, or otherwise solicit any person who during the previous 6 months was an employee or sub contractor of the other and with whom such party had material contact in connection with services performed under any agreement, until 6 months after that agreement has terminated.
5.3 If by mutual agreement by both parties, clause 5.2 maybe waived subject to a payment of an ‘Introduction’ Fee equivalent to 3 months of the persons current gross salary subject always to any such fee becoming due by drb that it is not set off against the service fee.
5.4 No third party rights are intended to be conferred or created by this Agreement.
5.5 In this term, ‘employees’ includes, so far as the context permits:
5.5.1 In the case of a School, its staff and Governors;
5.5.2 In the case of a company, its officers and employees.
6. Conditions warranties and exclusions
6.1 You hereby agree, acknowledge and declare that we shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss of profit, business, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature whatsoever (“Consequential Loss”) which may arise out of any defects in or performance of the services or any failure by us to pay, perform or discharge our duties, obligations and liabilities under this CA in connection with the services
6.2 We do not exclude or restrict our liability for death or personal injury to the extent that it results from our negligence
6.3 You hereby indemnify us on a full indemnity basis, notwithstanding termination of this CA, against any loss that we may suffer, incur or pay as a result of any increased costs arising as a result of the introduction of, or change in (or in the interpretation, administration or application of), any law or regulation or compliance with any law or regulation.
6.4 You hereby agree and undertake that the exclusions and limitations in this clause 5 are fair and reasonable
drb Schools & Academies Services Ltd is committed to compliance with all data privacy obligations (most notably those under The Data Protection Act 2018). Data Privacy statements have been sent to each school and further copies can be made available as required. We will only access and process personal information with the school’s approval and the legal basis for that processing is a legitimate interest. We will safeguard any personal information that we have access to as part of our contracted role, will not share it with anyone else and only be used to enable us to perform our financial management role for the school. Any personal information will only be retained for as long as a contract is in place with the school.
8. Chinese Wall Policy
In the event that you decide to use one of the other drb companies, drb has a “Chinese Walls” policy in place which aims to avoid any conflict of interest arising within drb Schools and Academies Services and to prevent any unacceptable dissemination of price-sensitive information to other interested parties. A copy of this policy can be made available on request.
9. Obligations by drb
9.1 We will ensure that relevant professional indemnity insurance is provided in respect of the services affording cover of at least £1,000,000 and is in place at all times during the currency of this CA.
10. Service Fee
10.1 The Service Fee is detailed on the Service Level Agreement document
10.2 The Service Fee will be payable in monthly installments.
11.1 Payment terms are as detailed on the Service Level Agreement document.
11.2 The service fee will be payable in ten monthly instalments (1st of each month).
11.3 The cost of the service is quoted net of VAT.
11.4 If any of our invoices becomes overdue, we may suspend provision of services, but for the avoidance of doubt any such suspension will not absolve you of your responsibility to pay the service fee.
11.5 The payment of the service fee on the due date shall be made by you without prior demand and without any set-off, counterclaim, deduction or withholding by you unless you are required by law to make any withholding or deduction from any payment due to us hereunder, whether on account of any tax or otherwise, whereupon you shall, on the applicable due date, pay to us such additional amount as will ensure that we receive in full on such date the amount that we would otherwise have received notwithstanding such withholding or deduction.
11.6 VAT: you will in addition to the service fee promptly pay or reimburse us with all value added tax and any similar taxes in respect thereof.
11.7 Method of Payment: all service fees will be remitted by you by either Direct Debit, BACS or Cheque.
11.8 Appropriation of Payments: If any amount paid by you to us is insufficient to pay to us all amounts due on that date we may, without prejudice to any of our other rights and remedies, appropriate the amount actually received by us to such amount of the service fee as were outstanding immediately prior to that payment (including as towards or between amounts due in respect of different Schedules) as we may, in our absolute discretion, think fit.
Any reference in this CA to:
12.1 This CA, any Schedule or any other agreement or instrument is a reference to this CA, the Schedule or that other agreement or instrument as amended, supplemented, replaced or novated from time to time;
12.2 a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
12.3 “Us”, “Our”, “We” and “You”, “Your, where the context permits, include such person’s successors, permitted assigns, permitted transferees and any other persons deriving title under such person;
12.4 a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of the law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
12.5 a provision of law is a reference to that provision as amended or re-enacted; and;
12.6 a clause or appendix is a reference to a clause or appendix to this CA words importing the plural include the singular (and vice versa);
12.7 the ejusdem generis rule shall not apply and accordingly the interpretation of general words shall not be restricted by being preceded by words including a particular class of acts, matters or things or by being followed by particular examples; and;
12.8 clause and appendix headings are for ease of reference only and shall not affect the interpretation of this CA.
13. General Terms
13.1 Cumulative Rights: No right or remedy herein conferred upon or reserved to us is exclusive of any other right or remedy herein or by law or equity provided or permitted but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing and may be in force concurrently therewith or from time to time.
13.2 Waiver: Any forbearance or indulgence by us shall not constitute a waiver of the covenant or condition to be performed by us to which the same may apply and we shall be entitled to invoke any remedy available under this CA or by law or in equity despite any forbearance or Indulgence.
13.3 Complete CA: There shall be no other terms agreed between the parties relating to the services and no amendment or modification to this CA will be effective or binding unless it is in writing and signed by both parties.
13.4 Severance: If at any time any one or more of the provisions of this CA become invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
13.5 Notices: Any notice or consent to be given under this CA shall be given in writing and shall be delivered or sent personally or by post to the other party at the address given above and shall be deemed to have been given in the case of a letter sent by ordinary prepaid first class mail forty-eight (48) hours after posting. Proof of posting shall be deemed proof of receipt.
13.6 Law and Submission: This CA is governed by and shall be construed in accordance with the laws of England and Wales. For the benefit of each other the parties agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any matter arising in connection with this CA.
13.7 Rights of Third Parties: A person who is not party to this CA has no rights under the Contracts (Rights of Third Parties) Act 1999 to enjoy the benefit or to enforce any provision under this CA. This clause 12.7 shall not affect the rights of any person as lawful assignee of any of the rights or benefits of any party to this CA.
13.8 Counterparts: This CA may be executed in any number of counterparts each of which when executed shall constitute an original but all the counterparts together shall constitute the same agreement.
In this Agreement the following words and expressions shall have the following meanings:
- Management Information System means the accounting software which is used by the school to manage its finances i.e. CMIS, SIMS etc.
- National means relating to changes in Government Education Policy which effects UK Schools as a whole;
- Local means relating to changes in Local Government Policy which affects the Schools within its region;
- Governing Body means the members who have the responsibility for raising school standards;
- Fair Funding Scheme means the requirement for Local Authorities to publish schemes for financing schools, setting out the financial relationship between them and the schools they maintain;
- School Development Plan means the annual school improvement plan document prepared for the academic year;
- School Financial Plan means the three year financial projection for the school;
Staffing Projection means the completion of the drb staffing projection template;
- LA Compliance Return means the information requested by the Local Authority from time to time;
- Year End Workbook means the financial return due to the Local Authority for schools operating their own cheque books at the end of the financial year;
- Devolved Formula Capital means the funds provided by the Local Authority for funding projects that are capital in nature;
- Benchmarking Report means the production of a report which compares the school to other local schools in the area;
- Schools Financial Value Standard means the accreditation which all schools must achieve by March each financial year.