BRISTOL SCHOOL OF PERFORMING ARTS LTD.
COMPANY REGISTRATION NUMBER 5063380
REGISTERED ADDRESS 52 CLARE STREET, BRIDGEWATER, SOMERSET, TA6 3EN
TERMS AND CONDITONS FOR THE SUPPLY FOR SERVICES
DATED 19TH OCTOBER 2015
1. Interpretation 1
2. Application of conditions 2
3. Commencement and duration 3
4. Supplier's obligations 3
5. Customer's obligations 4
6. Charges and payment 5
7. Intellectual property rights 6
8. Confidentiality and the Supplier's property 6
9. Limitation of liability 7
10. Data protection 8
11. Termination 8
12. Force majeure 9
13. Variation 9
14. Waiver 9
15. Severance 10
16. Entire agreement 10
17. Assignment 10
18. No partnership or agency 10
19. Rights of third parties 10
20. Notices 11
21. Governing law and jurisdiction 11
SCHEDULE 1 SCHOOL TERM DATES
SCHEDULE 2 SCHOOL FEES
THIS AGREEMENT is dated 19th October 2015
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions.
Contract: the Customer's completed enrolment form and the Supplier's acceptance of it, or the Customer's payment of an invoice for Services by the Supplier under this agreement.
Customer: the parent, guardian, or other person named upon the Supplier’s enrolment form, or, if different, the person named on the Supplier’s invoice who purchases Services from the Supplier, and shall, for the purposes of this agreement include any children or children, or other person who receives any services from the Supplier and whom may be referred to on the Customer’s invoice or enrolment form.
Customer's Equipment: any equipment or items of property provided by the Customer and either used directly or indirectly for the supply of the Services or left for any period at the premises at which the services are provided by the Supplier.
Document: includes, without limitation, in addition to any document in writing or any electronic form, any drawing, map, plan, diagram, design, picture, form, music or image, tape, disk or other device or record embodying information in any form.
Intellectual Property Rights: all patents, rights to products or current or future performing arts or musical or theatrical arts materials or productions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-
Premises: The White Hart Lodge, Brislington Hill, Bristol.
Services: the services to be provided by the Supplier under the Contract described in the invoice submitted by the Supplier to the Customer together with any other services which the Supplier provides, or agrees to provide, to the Customer.
Supplier: Bristol School of Performing Arts Limited
Supplier's Equipment: shall include any equipment, including tools, systems, lighting, musical instruments, musical equipment, theatrical documents, scripts, costumes, props, sets, electronic devices, microphones or facilities, provided by the Supplier or its subcontractors, employees or agents and used directly or indirectly in the supply of the Services.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The schedules, where used, form part of the Contract.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-
1.6 A reference to writing or written includes all electronic forms of communication including, but not limited to e-
1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.8 References to conditions and schedules are to the conditions and schedules of the Contract.
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's invoice, in any email sent to or by the Customer, or appearing on the website of the Supplier or confirmation of services, acceptance of a quotation, or specification or other any other Document supplied by the Customer or the Supplier or implied by law, trade, custom, practice or course of dealing.
2.2 The Customer's enrolment form, or the Customer's request for services, conclusively specified on an invoice from the Supplier constitutes an offer by the Customer to purchase the Services of the Supplier. No offer placed by the Customer shall be accepted by the Supplier other than:
(a) by a written acknowledgement in the form of an invoice issued and executed by the Supplier; or
(b) (at any time) by the Supplier starting to provide the Services,
when a contract for the supply and purchase of the Services exclusively on these Conditions will be established. The Customer's terms and conditions (if any) attached to, enclosed with or referred to in Document or in any form, at any time, or any purported terms and conditions shall not govern the Contract.
2.3 Any quotations, estimates or indications given by the Supplier shall be on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
3. COMMENCEMENT AND DURATION
3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the commencement of the school term date specified on the Supplier’s website or Schedule 1, or where different the date specified in the invoice.
3.2 Subject to condition 11, the Services supplied under the Contract shall continue to be supplied unless the Contract is terminated by the Customer giving one complete and clear school terms’ notice, (the notice term). The Customer’s notice must be given in accordance with condition 20.3 and be effective before the commencement of the notice term. The Contract shall remain in force during the notice term, and the Customer shall remain bound by all the terms and conditions of this contract, (including the obligation to pay the Supplier for the services) during the notice term whether or not the Customer receives the Services.
3.3 The Supplier may in its absolute and sole discretion terminate the Contract at any time.
4. SUPPLIER'S OBLIGATIONS
4.1 The Supplier shall use reasonable endeavours to provide the Services.
4.2 The Supplier shall use reasonable endeavours to meet any performance dates that may be specified from time to time but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer's premises and shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4.4 The Supplier shall not be responsible or liable to observe health and safety rules and regulations, and any other reasonable security requirements that apply at any place other than the Supplier's premises.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
(b) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to any costumes, props or other equipment as required by the Supplier, but without any liability to the Supplier;
(c) provide to the Supplier, in a timely manner, such In-
(d) be responsible (at its own cost) for preparing and maintaining any relevant material for the supply of the Services before and during the supply of the Services;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises;
(f) cooperate and provide all information necessary to obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, in all cases before the date on which the Services are to start;
(g) keep and maintain the Supplier's Equipment, costumes, sets and props in good condition in accordance with the Supplier's instructions and not dispose of or use or damage the Supplier's Equipment, costumes, sets, props or other property other than in accordance with the Supplier's prior written instructions or authorisation;
5.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, or any other person purporting to act with the authority of or on behalf of the Customer, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.
5.4 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 18 months after the last date of supply of the Services solicit or entice away from the Supplier, (whether for himself or for any other person) or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services or any other Customer of the Supplier.
6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges specified on the Supplier’s invoice referred to in this agreement and calculated from the fees specified in Schedule 2.
6.2 The total price of the Services shall be paid to the Supplier by the Customer (without deduction or set-
6.3 Any prices contained in Schedule 2 exclude,
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses, materials and third party services shall be invoiced by the Supplier; and
(b) VAT, where applicable, which the Supplier shall add to its invoices at the appropriate rate.
6.4 The parties agree that the Supplier may review and increase its fees and other charges, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 28 days before the proposed date of the increase, such notice to be given in accordance with the terms of this contract or by the Supplier posting such increase upon its website.
6.5 The Customer shall pay each invoice submitted by the Supplier, in full and in cleared funds, before the expiration of 7 calendar days following the commencement of the next immediate school term following the date of the invoice, (the due date).
6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier by the due date, specified above, the Supplier shall,
(a) charge a surcharge on the total sum specified in the invoice of 10%,
(b) charge a second surcharge on both the total of the sum specified in the invoice, and the surcharge payable under 6.6 (a) above, of a further 50%, in the event that either the invoice or the sum payable under paragraph 6.6 (a) are unpaid at the end of the next immediate school term following the date of the invoice,
(c) suspend all Services until payment has been made in full.
6.7 Time for payment shall be of the essence of the Contract.
6.8 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Pre-
8. CONFIDENTIALITY AND THE SUPPLIER'S PROPERTY
8.1 The Customer shall keep in strict confidence all technical, theatrical, artistic or commercial know-
8.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including Pre-
9. LIMITATION OF LIABILITY
9.1 This condition 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Services, or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
9.4 Subject to condition 9.2 and condition 9.3
(a) the Supplier shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated fees or salary; or
(v) loss of contract; or
(vi) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
(vii) any losses or damage however arising from the Customer’s use of the Supplier’s car park at the premises.
(b) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the fee specified in its most recent invoice to the Customer before the event giving rise to the liability.
10. DATA PROTECTION
The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data, including photographic images of the Customer will be processed by and on behalf of the Supplier and may be retained and published by the Supplier.
11.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the other if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the Customer commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
11.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and surcharges in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall immediately return all of the Supplier's Equipment and Pre-
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 7;
(b) condition 8;
(c) condition 9;
(d) condition 11; and
(e) condition 21.
12. FORCE MAJEURE
The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-
13.1 The Supplier may, from time to time change the Services, provided that such changes do not materially affect overall and in general the nature or quality of the Services and, where practicable, it will give the Customer at least 7 days notice of any change.
13.2 Subject to condition 13.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-
15.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16. ENTIRE AGREEMENT
16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).
16.3 Nothing in this condition shall limit or exclude any liability for fraud.
17.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer or subcontract or deal in any manner with all or any of its rights or obligations under the Contract.
17.2 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
18. NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
19. RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it.
20.1 Any notice or other communication, (including any invoice but excluding a notice to terminate this agreement by the Customer), which is required to be given under the Contract shall be in writing and shall be delivered personally, or sent by recorded delivery or by commercial courier, or sent by email to such email address as the Supplier reasonably believes is used by the Customer for the time being or that which is specified for contact on the Supplier’s website.
20.2 Any notice or other communication (including any invoice but excluding a notice to terminate this agreement by the Customer ), shall be deemed to have been duly received if delivered personally, when left at the Supplier’s premises, or such address as the Supplier’s believes may be used by the Customer, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the next calendar day after the day of its sending.
20.3 A notice to terminate this agreement by the Customer shall only be given in accordance with this condition 20.3, and shall be in writing and shall be delivered personally to the Supplier and shall be effective only when the Supplier acknowledges in writing that he has received the Customer’s notice to terminate this agreement.
20.4 This condition 20 shall not apply to the service of any documents in any legal action.
21. GOVERNING LAW AND JURISDICTION
21.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.
Schedule 1 School Term Dates
Winter term 2016/2017
Commencement date, Monday 14th November 2016
Final day of term, Sunday 5th February 2017
Half term, inclusive, between which no services shall be provided
Monday 19th December 2016 to Sunday 8th January 2017
Spring Term 2017
Commencement date, Monday 6th February 2017
Final day of term, Sunday 7th May 2017
Half terms, inclusive, between which no services shall be provided
Monday 13th February 2017 to Sunday 19th February 2017, and
Monday 10th April 2017 to Sunday 30th April
Any classes falling on Monday 1st May shall be held on Tuesday 2nd May
Summer Term 2017
Commencement date, Monday 8th May 2017
Final day of term, Sunday 16th July 2017
Half term, inclusive, between which no services shall be provided
Monday 29th May 2017 to Sunday 4th June 2017
Schedule 2 School Fees
All fees are for one school term.
In the absolute and sole discretion of the Supplier, the fees may be reduced where more than one sibling from the same family is enrolled during the same term.
Drama class £185
One hour Drama, Apollo Class, £70
One hour Drama, Phoenix Class, £70
One hour Drama, Little Dramas, £35
Terms & Conditions for ending classes