Terms & Conditions

Admissions Services

Version number 1

Effective date: 01/11/23

SERVICES CONTRACT

TERMS AND CONDITIONS

1. Who we are

1.1 We are Opal Education Ltd. Our company information is at the end of this document.

2. What this is all about

2.1 These are our terms and conditions which apply to our Service (explained below). They’re available in English only. We’ve tried to make them user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text. Please read the entire document carefully and contact us if anything is unclear. Please save a copy as we don’t file a copy specifically for the transaction with you.

3. Some definitions

THIS SECTION TELLS YOU WHAT CERTAIN WORDS MEAN WHEREVER THEY ARE USED WITH A CAPITAL LETTER IN THIS DOCUMENT

· “Service(s)” – the services we provide including school search and mentoring services.

4. How you enter a legal contract with us

THIS SECTION TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US

4.1 Unless otherwise agreed, we will contract with you by exchange of emails.

5. Consumer legal right to cancel (“cooling off”)

IN SHORT: YOU MAY HAVE THE RIGHT TO GET OUT OF THE CONTRACT WITHIN THE FIRST 14 DAYS

5.1 You may have the legal right to cancel this contract within 14 days of the start of the contract if you comply with the requirements explained in the Annex at the end of this document.

5.2 However, you lose the right to cancel contracts for the supply of services which have been fully performed, i.e., completed.

6. Changing these TCs (applies to mentoring Services only)

IN SHORT: WE CAN CHANGE THESE TERMS BUT YOU MAY HAVE CERTAIN OPTIONS IF YOU DISAGREE

6.1 We may change these terms and conditions at any time. We will give you reasonable notice before they take effect by communicating them to you by email or otherwise.

6.2 If you don’t agree to the new terms and the changes are important and not intended to reflect changes to law/regulation, you can email us (to the address below) to end this contract on the day before the new terms take effect.

7. Your obligations

THIS SECTION SETS OUT SOME GENERAL OBLIGATIONS WHEN YOU USE OUR SERVICE

7.1 You agree to provide prompt and reasonable cooperation in relation to our Service including prompt provision of any information that we reasonably request.

7.2 You agree to ensure that any contact or other information that you supply to us is accurate and not misleading and you will tell us if there are any important changes.

8. Consultation sessions

THIS SECTION SETS OUT SOME OF OUR RESPECTIVE RIGHTS AND OBLIGATIONS IN RELATION TO CONSULTATION SESSIONS

Arranging sessions

8.1 Sessions are arranged by mutual agreement.

8.2 We will take reasonable steps to schedule mentoring sessions on request, but you acknowledge that we will not necessarily be available to provide such sessions within the timeframe requested, e.g., due to other commitments or holiday. Unless we otherwise agree in writing, mentoring sessions are limited to a maximum of three per week of up to 30 minutes each. Any additional sessions are chargeable. We will advise you in advance and secure your agreement before providing any such additional chargeable Services.

8.3 Either party is entitled to request rearrangement of any scheduled session if there are exceptional circumstances, e.g., illness. If so, the affected party must give the other as much notice as reasonably possible.

During sessions

8.4 You are responsible for ensuring that you have appropriate connectivity and for complying with any other technical requirements needed to access any session.

8.5 You agree to behave in a reasonable and civilised manner during sessions and to ensure that any other participants (including your children) do likewise.

8.6 You agree not to make audio or video recordings of sessions without our prior written consent. We are allowed to make audio and/or video recordings of sessions provided you agree in advance. If so, it is in our discretion whether to make the recording available to you.

8.7 We reserve the right to immediately end any session if in our discretion you have breached these terms and conditions.

9. Ambit of our Services

IN SHORT: WE WILL TAKE REASONABLE CARE BUT WE DON’T GUARANTEE ANY PARTICULAR OUTCOME

9.1 Subject to the rest of these terms, we agree to provide our Service with reasonable skill and care.

9.2 We do not, however, guarantee that you will achieve any particular objective or outcome as a result of using the Service. For example, we do not guarantee that any particular school will accept, or be suitable for, your child, or that we can necessarily provide a solution to any particular issue that you raise in the course of our mentoring Service. Also, our role is advisory, and we do not communicate with schools on your behalf unless otherwise agreed in writing.

10. Paying us

THIS SECTION COVERS YOUR PAYMENT OBLIGATIONS

10.1 Unless we say otherwise, payment is in advance at the time of the contract, either on a one-off basis or (in the case of our mentoring Services) covering an annual or other period.

10.2 Any fees not payable in advance must be paid within 14 days of invoice.

10.3 The prices shown include any applicable VAT or other sales tax unless we say otherwise.

11. Ending or suspending this contract (applies to mentoring Services only)

THIS SECTION TELLS YOU WHEN THIS CONTRACT CAN END OR BE SUSPENDED AND, IF SO, WHAT HAPPENS

11.1 We are entitled to end this contract or suspend part or all of our Service or impose restrictions on our Service if:

· you break this contract; or

· you or anyone on your behalf acts inappropriately towards us or our staff or agents.

12. Restrictions on our legal responsibility – very important

THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT

12.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and agents, who have the right to enforce this agreement.

12.2 Subject to the above we shall not be liable for any loss or damage where:

· there is no breach of a legal duty owed to you by us;

· such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);

· (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or

· such loss or damage relates to a business of yours.

12.3 You will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement or misuse of our Service.

13. Your personal information

IN SHORT: OUR PRIVACY POLICY APPLIES

13.1 You agree that we can deal with your personal information in accordance with our Privacy Policy which is to be found at www.opaleducation.co.uk and which may change from time to time.

14. Things we can’t control

IN SHORT: WE AREN’T RESPONSIBLE FOR “ACTS OF GOD”

14.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.

15. English law and courts

IN SHORT: ENGLISH LAW APPLIES AND ONLY UK COURTS CAN ADJUDICATE ON DISPUTES

15.1 This contract is under English law and any disputes will be decided only by the courts of the United Kingdom. you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your right to rely on such mandatory provisions of local law.

16. General

HERE ARE SOME FINAL BUT IMPORTANT POINTS THAT APPLY

16.1 We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement makes any party an agent, employee or representative of the other.

17. Information about us

17.1 Company name: Opal Education Ltd.

17.2 Trading name: “Opal Education”

17.3 Country of incorporation: England and Wales

17.4 Registered number: 15146209

17.5 Registered office and contact address: Nyman Libson Paul, 124 Finchley Road, London, United Kingdom, NW3 5JS

17.6 Contact email address: info@opaleducation.co.uk

17.7 Other contact information: See our website/contact page

ANNEX – COOLING OFF

YOUR LEGAL RIGHT TO CANCEL THIS CONTRACT

The following applies if you are a Consumer and have the legal right to cancel this contract (as explained above).

Right to cancel

1. You have the right to cancel the contract within 14 days without giving any reason.

2. The cancellation period will end after 14 days from the day when we enter a legal contract with you.

3. To exercise the right to cancel, you must tell us Opal Education Ltd, Nyman Libson Paul, 124 Finchley Road, London, United Kingdom, NW3 5JS (email address above) of your decision to cancel the contract by a clear statement (e.g., a letter sent by post or e-mail). You may use the model cancellation form below, but you don’t have to.

4. To meet the cancellation deadline, you must send your communication telling us you want to cancel before the cancellation period ends.

Effects of cancellation

5. If you cancel the contract, we will refund to you all payments received from you.

6. The refund will be made without undue delay, and no later than 14 days after the day we receive your notice to cancel the contract.

7. The refund will be made using the same means of payment you used for the initial transaction, unless you expressly agreed otherwise; in any event, you will not incur any fees as a result of the refund.

8. If you ask us to start performing the services during the cancellation period, you must pay us an appropriate proportion of the payment to cover services performed until the point when you tell us you want to cancel the contract.

MODEL CANCELLATION FORM

Complete and return this form only if you wish to cancel the contract:

— To Opal Education Ltd, Nyman Libson Paul, 124 Finchley Road, London, United Kingdom, NW3 5JS (email address above):

— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],

— Ordered on [*]/received on [*],

— Name of consumer(s),

— Address of consumer(s),

— Signature of consumer(s) (only if this form is notified on paper),

— Date

[*] Delete as appropriate

Marketing Services

Version number 1

Effective date: 01/11/23

SERVICES CONTRACT

TERMS AND CONDITIONS

1. Introduction

1.1 These terms and conditions form part of a contract between Opal Education Ltd, incorporated in England and Wales (registered number 15146209, having its registered office at Nyman Libson Paul, 124 Finchley Road, London, United Kingdom, NW3 5JS (“Supplier”) and the person or organisation with whom the Supplier is contracting to provide services (“Client”).

2. Definitions

2.1 The following terms shall have the following meanings:

Applicable Laws all applicable laws, regulations and codes of conduct, whether or not compulsory

Client Material all copy, content, graphics, images, software, data and other materials provided or to be provided by the Client to the Supplier in connection with the Services

Intellectual Property Rights worldwide copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any applications therefor and all rights in confidential information

Services any services to be provided by the Supplier to the Client including marketing/strategy audits, branding services and speech writing

Supplier Content any branding/logos or other content created by the Supplier for the Client in connection with this agreement

in writing all forms of visible reproduction in permanent form (including email unless otherwise stated)

2.2 Words in the singular include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate. Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation.

3. Contract

3.1 The Supplier agrees to supply the Services subject to the terms and conditions of this agreement.

3.2 These terms apply 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.

3.3 Any quotations are valid for 28 days and are not capable of acceptance by the Client thereafter unless the Supplier otherwise agrees.

4. Deadlines

4.1 The Supplier agrees to use reasonable endeavours to meet any agreed timescales or deadlines but, unless otherwise agreed in writing, these shall be treated as estimates only and time shall not be of the essence for performance of the Services.

4.2 The Client shall comply with its obligations under this agreement (including supply of Client Material and response to requests for approval) within the applicable timescale. If the date for performance of a particular obligation is not specified, the Client shall perform that obligation promptly and in any event by such date as is reasonably required by the Supplier for the Supplier to comply with its own obligations in this agreement. If the Client fails to comply with the foregoing, then without prejudice to any other right of the Supplier:

a) the Supplier shall not be liable for any losses arising from the Client delay;

b) the date for performance of any subsequent related obligations of the Supplier shall be postponed by a period equal to the period of Client delay; and

c) the Supplier shall be entitled to charge the Client a reasonable additional charge for lost or wasted time.

5. Client obligations and acknowledgments

5.1 The Client agrees to:

a) promptly provide the Supplier with such additional information and documents as it may reasonably request for the proper performance of the Services and, unless otherwise agreed in writing, to respond to any requests for approval within five days of request;

b) ensure that any confidential information provided to the Supplier is clearly labelled as such;

c) keep backup copies of all information and documents supplied by it to the Supplier; and

d) generally provide reasonable and prompt co-operation in connection with the Services.

5.2 The Client acknowledges that it, and not the Supplier, bears full legal responsibility for the content of all Client Material.

6. Fees

6.1 The Client shall pay the Supplier’s fees as agreed by the parties in writing .

6.2 The Client shall pay any expenses incurred by the Supplier provided they are approved by the Client in writing before being incurred.

One-off Services

6.3 Unless otherwise agreed in writing, the Client shall pay 50% of the agreed fee in advance at the time of the contract and the balance upon delivery.

6.4 The Client agrees that the Supplier is entitled not to start work until any applicable upfront fee has been paid and that all subsequent deadlines shall be postponed accordingly.

6.5 Unless otherwise stated in writing, the following are not included in any fees quoted and are separately chargeable at the Supplier’s applicable rates to the extent that the Supplier agrees to undertake such work: any changes or Services requested by the Client which are outside the scope of those specifically provided for in this agreement.

General

6.6 Unless otherwise specified above, the Supplier’s fees including any additional fees are payable within seven days of invoice.

6.7 All fees quoted are subject to VAT which shall be payable in addition by the Client at the applicable rate.

6.8 The Client shall pay the Supplier’s fees without any withholding, deduction, counterclaim or setoff.

6.9 The Supplier may charge interest to the Client on overdue sums (both before and after judgment) at the rate that would be applicable for the time being if the amount due was a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

6.10 The Client agrees that, if any fees due to the Supplier are unpaid, the Supplier is entitled to withhold any deliverable.

7. Changes to designs

7.1 Unless otherwise stated herein or agreed in writing, the Client is allowed a maximum of three rounds of changes to each design-related deliverable. Any additional changes are subject to the Supplier’s agreement including payment of the Supplier’s applicable fees and to any applicable deadline or other changes specified by the Supplier. The Supplier is entitled to terminate this agreement in relation to the relevant Services if the Client fails to approve any material within the number of rounds of changes specified above, in which case the Client shall be liable to pay for all Services performed up to the date of termination based on the Supplier’s standard rates.

8. Termination and suspension

8.1 Either party may terminate this agreement immediately on notice in writing if the other:

a) is in material default of its obligations under this agreement and (where remediable) has failed to substantially remedy the default within 30 days after notice in writing (not email) is given to the defaulting party specifying the default; or

b) suffers, or threatens to suffer, any form of insolvency, receivership, administrative receivership, administration or ceases, or threatens to cease, to carry on business.

8.2 Upon termination of this agreement for any reason:

a) the Client shall pay the Supplier for all Services performed up to the date of termination;

b) accrued rights and liabilities will be unaffected;

c) all licences shall terminate; and

d) all clauses which are expressed or clearly intended to survive termination shall survive together with any other provision necessary for the interpretation or enforcement of this agreement.

9. Warranties

9.1 Subject to the other terms of this agreement, the Supplier warrants that it shall supply the Services with reasonable care and skill.

9.2 The Supplier:

a) excludes all implied terms, conditions, warranties and representations howsoever arising that are not expressly stated in this agreement; and

b) makes no warranty that the Client will achieve any revenue or other objective as a result of using the Services.

9.3 The Client warrants that:

a) it owns or has obtained all necessary rights, permissions and licences for the use of the Client Material supplied to Supplier under this agreement; and

b) the Client Material does not and shall not infringe any third party Intellectual Property Rights.

10. Liability

10.1 Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to the Supplier includes the Supplier’s employees and agents, who have the right to enforce this agreement.

10.2 Subject to the first clause in this section, the Supplier shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:

a) loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or

b) indirect, consequential or special losses.

10.3 Subject to the first clause in this section, the total liability of the Supplier in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, of any kind for any act or omission or series of connected acts and/or omissions shall in no circumstances exceed the total fees payable to the Supplier in respect of the relevant Services complained of.

10.4 The Client agrees to indemnify the Supplier against all claims and liabilities related to the Client’s breach of this agreement except insofar as the Supplier is at fault.

10.5 This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties in relation to such matters including any proposals or presentations (unless otherwise expressly stated in this agreement). Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements.

11. Intellectual Property Rights

11.1 Subject to payment of all of the Supplier’s fees in full, the Supplier assigns to the Client with full title guarantee the copyright and all other Intellectual Property Rights in the Supplier Content but excluding any unused designs or other material.

11.2 All Intellectual Property Rights in the Client Material shall remain the exclusive property of the Client.

11.3 If the Client’s use or possession of the Supplier Material or any part thereof in accordance with this agreement is held by a court of competent jurisdiction to constitute an infringement of a third party’s Intellectual Property Rights, then the Supplier shall promptly at its expense and at its option:

a) procure for the Client the right to continue using and possessing the infringing part; or

b) modify or replace the material so as to avoid the infringement.

12. Data Protection

12.1 The Client acknowledges and agrees that the Supplier may process the Client’s personal information in accordance with the terms of its privacy policy to be found at www.opaleducation.co.uk and which

is subject to change from time to time.

13. Confidentiality

13.1 The Supplier shall in respect of the Client’s confidential information (meaning information in any form of a clearly confidential nature obtained in connection with this agreement)}:

a) make reasonable efforts to keep it confidential and secure, using as a minimum the same degree of care as it uses to protect its own confidential information;

b) not disclose it to anyone else (except professional advisers, sub-contractors or employees who need to know the information); and

c) only use it for the purpose of this agreement.

13.2 This confidentiality requirements above shall not apply to information which:

a) becomes public knowledge other than through a breach of this agreement;

b) can be shown to have been lawfully in the possession of the recipient before the disclosure took place;

c) is lawfully obtained from a third-party;

d) is disclosed under legal, accounting or regulatory requirements; or

e) is disclosed to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement on similar terms to this clause including, but not limited to, a prospective purchaser of or investor in the business of either party and provided that such person undertakes only to use the information for the purpose of such bona fide and legitimate interest.

14. Non-solicitation

14.1 The Client agrees that, during this agreement and for 24 months thereafter, it will not either for itself or for or in conjunction with anyone else solicit, employ, engage or entice away or attempt to do so any employees or subcontractors used by the Supplier, or by any company connected with the Supplier, in connection with the Service.

15. General

15.1 Neither party is liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond that party’s reasonable control including acts of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including those involving the party’s or its suppliers’ workforce, or epidemics/pandemics. but excluding circumstances resulting in the Client’s inability to pay

15.2 Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or, unless stated otherwise, by email, subject to the email not having been returned. Notices sent by hand are deemed received on receipt of a signature at the time of delivery. Notices by special delivery are deemed received on the second English business day after posting and by international signed-for post on the fourth English business day after posting. Emails are deemed received when sent.

15.3 Unless otherwise expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing, expressed to be an amendment to this agreement and signed by a duly authorised representative of each of the parties.

15.4 Neither party shall be entitled to assign or transfer any of their rights or obligations under agreement without the prior consent in writing of the other not to be unreasonably withheld or delayed. The Supplier is entitled to subcontract any of its obligations under this agreement but remains liable to the Client for performance of those obligations.

15.5 The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

15.6 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.

15.7 Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.

15.8 The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.

15.9 This contract is subject to the law, and exclusive jurisdiction of the courts, of England and Wales.

WEBSITE TERMS OF USE

Version number 1

Effective date: 01/11/23 

1. Introduction

1.1 This website is owned and operated by Opal Education Ltd. Our company information is at the end of this document.

1.2 Please read these terms and conditions carefully. They replace any previous versions. Please print or save these terms for future use as we cannot guarantee that they will remain accessible on our website in future. They are available in English only.

1.3 These terms and conditions are a contract between you and us covering use of our website. Our services are subject to separate terms and conditions.

1.4 Where we refer to “Consumer” below we mean an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.

2. Changing these terms and conditions

2.1 We may change these terms and conditions by posting the revised version on our website at any time. Please check our website from time to time. You will be bound by the new terms if you continue to use our website after the effective date shown.

3. Things you can’t do on our site

3.1 You agree not to do any of the following in connection with our website:

· break the law or infringe anyone else’s rights;

· send, store, display or link to unlawful, infringing or otherwise inappropriate content;

· use our website to help you compete with us or to infringe our rights;

· disrupt our website, e.g., spam, viruses or phishing;

· interfere with or damage our website or gain unauthorised access to any part of our system, data, passwords or otherwise;

· intercept or modify communications;

· impose an unreasonable load on our website;

· get around any security features including those designed to stop copying of content; or

· attempt, encourage or assist any of the above.

4. Content on our site

4.1 If you provide content, you are responsible for it. You agree that you have (and will keep) all rights needed to enable us to use it in accordance with these terms and conditions.

4.2 We do not guarantee that any general guidance or similar information that we may make available on our website is accurate or up to date or relevant to you. You rely on it at your own risk.

4.3 We are allowed (without telling you) to reject, suspend, alter, remove or delete content for any reason and to disclose to the police or other relevant authorities or

to a complainant any content or behaviour provided we are legally permitted to do so.

5. Other peoples’ services / advertising / websites

5.1 We may display other peoples’ services, advertising and /or links to other websites. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.

6. Restrictions on our legal responsibility – very important

6.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and agents, who have the right to enforce this agreement.

6.2 If you are a Consumer, subject to the above we are not responsible for any loss or damage where:

· there is no breach of a legal duty owed to you by us;

· such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);

· (and to the extent that) such loss or damage is your fault, for example by not complying with this agreement; or

· such loss or damage relates to a business.

6.3 If you are a Consumer, you will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement.

6.4 The following clauses apply only if you are a business:

· To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

· Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:

- loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or

- indirect, consequential or special losses.

· You agree to indemnify us against all claims and liabilities arising out of or in connection with your use of the website and/or breach of this agreement.

7. Intellectual property rights (IP)

7.1 We or our suppliers, partners or other users own the IP in all material used on or in connection with our website. You may view such material on your device for your private personal, non-commercial and (if you are a business) your internal business use only. You must not otherwise use such material including by copying, publishing, selling or altering it, taking extracts from it or passing it on to other people unless we give you clear, written permission.

7.2 Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any information on our website without our specific prior written consent.

8. If our website doesn’t work properly

8.1 We do not guarantee that our website will be uninterrupted or error-free and we are not responsible for any losses arising from such errors or interruptions. We are allowed, without notice and without liability (a) to suspend the website for repair, maintenance, improvement or other technical reason and (b) to make changes to our website.

9. Things we can’t control

9.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.

10. Your personal information – see our privacy policy

10.1 You agree that we can deal with your personal information in accordance with our Privacy Policy which is to be found at www.opaleducation.co.uk and which may change from time to time.

11. English law and courts

11.1 These terms and conditions are covered by English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a Consumer to rely on such mandatory provisions of local law.

12. General but important information

12.1 We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. We may transfer this agreement to someone else but this will not affect your rights or obligations. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise.

13. Complaints

13.1 If you have any complaints, please contact us via the contact details shown below.

14. Information about us

14.1 Company name: Opal Education Ltd.

14.2 Trading name: “Opal Education”

14.3 Country of incorporation: England and Wales

14.4 Registered number: 15146209

14.5 Registered office and contact address: Nyman Libson Paul, 124 Finchley Road, London, United Kingdom, NW3 5JS

14.6 Contact email address: info@opaleducation.co.uk

14.7 Other contact information: See our website/contact page