THIS AGREEMENT is dated 21 March 2016
BETWEEN:
(1) ISUZ LIMITED (trading as “SCHOOLCOMMS”) (company number 04655605) whose registered
office is at Continental House, Kings Hill, Bude, Cornwall, England EX23 0LU (“Schoolcomms”)
(2) ……………………………………………………………………………………(Organisation name)
whose address is at:
……………………………………………………………………………………………………………
…………………………………………………………………………………………………(“Client”)
Confirmation that the Organisation is a Maintained School:
YES:.........
NO:.........
PARTICULARS:
1.
Commencement Date:
2.
Our Charges and Fees:
21 March 2016
Credit Card
£0.10 + 1.5% of the value of the
transaction
Debit Card
£0.32
Instant Bank Transfer
£0.16
Refunds
£0.40
Chargeback and Retrievals
£2.89
3.
Transaction fees will be invoiced termly (December, April, August)
4.
Minimum Disbursement: £ 50
5.
Disbursement Frequency: 2 weeks
By posting items onto the SchoolGateway website, you will be taken to have accepted our
terms and conditions (in respect of which you acknowledge receipt).
6.
Signatures:
………………………………………………... ………………………………………………...
Duly authorised for and on behalf of
Duly authorised for and on behalf of the
Isuz Limited (trading as Schoolcomms)
Client
………………………………………………….
Print Name
TERMS AND CONDITIONS
1. Definitions
1.15 “Insolvency Event” means the
occurrence of any of the following events.
1.1 “Schoolcomms, we, us, our” means
Isuz Limited (including any successor) or
any other person to whom we may
transfer our rights or obligations under
this Agreement.
1.2 “Client, you, your” means the
organisation shown on the front page.
“You” and “your” includes your personal
representatives after your death (this
does not apply to companies).
1.3 “Additional Service” means any
additional service we agree to provide to
you from time to time to facilitate the
processing of Payments or otherwise.
1.4 “Agreement” means these terms and
conditions and the Schoolcomms schedule
of Particulars agreed between us from
time to time.
1.5 “Bank Account” means any bank
account of yours that you notify to us in
writing from time to time.
1.6 “Card” means any valid payment card
which is issued by a Card Issuer.
1.7 “Card Issuer” means an issuer of debit
or credit cards to a Purchaser.
1.8 “Chargeback” has the
ascribed to it in condition 4.
meaning
1.9 “Charges and Fees” means all our
charges and fees, including any additional
service fees payable in respect of
Additional Service(s) we provide to you
from time to time, and any other charges
or fees agreed between us, or notified to
you in accordance with condition 5.2.
1.10 “Commencement Date” means the
date upon which the Service is to
commence.
1.11 “Data Compromise” means any loss,
theft or unauthorised access by any third
party of any Transaction Data held by
you, your agents or sub-contractors.
1.12 “Disbursement”
means
any
payment we make to you under condition
2.1 below.
1.13 “Disbursement Frequency” means
the
frequency
of
payment
of
Disbursements to you as set out in the
Particulars.
1.14 "Failed Payment” means a Payment
where we have requested funds from the
Purchaser’s bank or Card Issuer and they
have refused to provide those funds for
any reason.
Isuz Ltd. April 2015 version
(a) you become unable to pay your debts
or are deemed to be unable to pay your
debts within the meaning of section 123
of the Insolvency Act 1986; or
(b) you are deemed unable to pay your
debts within the meaning of sections 222,
223 or 224 of the Insolvency Act 1986; or
(c) a winding-up petition is presented
against you; or
(d) a compulsory winding-up order is
made in respect of you; or
(e) you enter into liquidation whether
compulsory or voluntary (save for the
purposes of a solvent reconstruction or
amalgamation); or
(f) a provisional liquidator is appointed in
respect of you or any of your assets; or
(g) notice of intention to appoint an
administrator is filed at Court in respect of
you or an application for an administration
order is issued at Court in respect of you;
or
(h) an administrator, administrative
receiver, receiver or manager is appointed
in respect of the whole or any part of your
assets; or
(i) a bankruptcy petition is presented
against you; or
(j) you are the subject of a bankruptcy
order; or
(k) you propose to enter or do enter into
any
composition,
compromise,
assignment or arrangement with your
creditors generally or any class of
creditors; or
(l) where you are an organisation, any
member of you is subject to event set out
in (i) to (k); or
(m) any corporate action, legal
proceedings or other procedure or step is
taken in relation to the appointment of a
liquidator,
receiver,
administrative
receiver,
administrator,
compulsory
manager, trustee in bankruptcy or other
similar officer in respect of you or any of
your assets; or
(n) you are subject to an event analogous
to (a) to (m) above in any jurisdiction.
1.16 “Licence” means any licence from us
in respect of SCHOOLCOMMS LOCAL
WINDOWS CLIENT SOFTWARE, the
SCHOOLCOMMS WEB CLIENT and the
SCHOOLCOMMS MOBILE CLIENT all of
which are provided by us under a licence
agreement
available
at
http://schoolcomms.com/support/licence
-agreement.
1.17 “Licence Fee” means the fee
payable by you to us in respect of the
Licence.
1.18 “Losses” means any and all losses,
claims,
damages,
costs,
charges,
expenses,
liabilities,
demands,
proceedings and actions and any fine or
penalty levied by our bank or any
regulatory body.
1.19 “Minimum Disbursement” means
the minimum sum as stated in the
Particulars.
1.20 “Organisation Information” means
the information provided by you on the
Service website about your own
organisation and about the goods and
services being offered for sale by your
organisation.
1.21 “Particulars” means the particulars
agreed between us from time to time.
1.22 “Payments” means a payment by a
Purchaser for goods or services provided
by you (or on your behalf), which the
Purchaser has selected through the
Service.
1.23 “Purchaser” means the person
purchasing or intending to purchase
goods through the Service.
1.24 “Refunds” means a refund given by
you to the Purchaser of a Payment for
credit to the Purchaser.
1.25 “Service” means the payment
collection service provided by us to you
under the terms of this Agreement and
the Licence.
1.26 “Termination Date” the date of
termination of this Agreement.
1.27 “Transaction Data” means payment,
refund or chargeback details and any
other card or account details, cardholder
or account holder details, authorisation,
authentication responses, and settlement
details.
2. Our payment obligations
2.1 Subject to the other terms of this
Agreement, including but not limited to
our right to withhold monies or set off
under this Agreement, we will pay you, in
accordance with the terms of this
Agreement, an amount equal to the value
of all Payments (less any Refunds,
Chargebacks and any Failed Payments)
received by us for your organisation
through the Service (“Disbursements”).
2.2 Subject to condition 2.3 below,
payment of a Disbursement will usually
reach the Bank Account within the
Disbursement Frequency starting from
the Commencement Date.
2.3 We reserve the right to defer payment
to you if the amount due to you under any
Disbursement is less than the Minimum
Disbursement.
2.4 We will make available to you reports.
It is your responsibility to check your
reports on a regular basis.
3. Your responsibilities
3.1 You shall ensure that all Organisation
Information posted onto the Service
website shall remain current, complete
and accurate.
3.2 You must not at any time suggest that
you are acting on our behalf.
3.3 You must not process Payments made
by any trustee, governor, director,
employee or other member of your
organisation (or other individual closely
connected with your organisation) except
for legitimate purchases of goods or
services (excluding supply of cash)
provided by you.
3.4 You must not allow anyone else to use
equipment which would allow them to
accept and/or initiate Payments under this
Agreement.
3.5 Unless we agree in writing in advance,
your Bank Account shall be in the name of
the Client and held at a UK clearing bank.
3.6 You shall be responsible for the
prompt and accurate delivery of all goods
and services ordered through the Service.
You acknowledge that we are an
intermediary chosen by you to provide the
Service only.
3.7 If you use the direct debit facility with
us, you must follow any Direct Debit set
up and processing instructions that we
may provide to you from time to time.
4. Chargebacks and refunds
Isuz Ltd. April 2015 version
4.1 In some circumstances the Purchaser
may be able to seek a reimbursement of
a Payment which has already been
settled. Alternatively, a bank may refuse
to settle a Payment or may reverse a
Payment. In such circumstances:
(a) if we have not yet paid you with
respect to that Payment, we will not be
required to pay you with respect to that
Payment; or
(b) if we have already paid you with
respect to that Payment, you will have to
pay it back to us.
In either case, the relevant amount is
referred to in this Agreement as a
“Chargeback”.
4.2 If you have to pay us back for a
Chargeback such amount will be a debt
from you to us which you will owe
immediately, and you agree that we are
entitled to deduct the relevant amount
from any Disbursements or (where we
hold insufficient monies on your behalf)
send you our invoice.
4.3 If we do not pay you or you have to
pay us back with respect to any Payment,
in each case as permitted in this
Agreement, we will not have any
responsibility to deal with the Purchaser
ourselves or to try to obtain payment from
the Card Issuer, bank or any other person.
4.4 If we reasonably consider that you
have too many Chargebacks, we may
terminate this Agreement under condition
13.
5. Our Charges and Fees
5.1 You must pay us the Charges and
Fees (plus any VAT if applicable) on
production of our invoice.
5.2 We may change the rate or basis of
our Charges and Fees at any time. If we
do this, we will, where possible, tell you
at least 30 days beforehand in accordance
with condition 12.
6. Payment security
6.1 We are under various obligations to
our bank. Where our bank requires us to
change the arrangements with you, we
shall need you to assist us with
compliance where appropriate. If we (or
our bank) is not satisfied with the
measures that you need to take so as to
meet the applicable standards, we may
terminate this Agreement in accordance
with condition 13.
6.2 You agree and acknowledge that
should you or any of your agents or subcontractors suffer a Data Compromise, or
suspect you or they have suffered a Data
Compromise, you will notify us as soon as
is reasonably practicable.
7. Your responsibility for our losses
7.1 If a claim is made or a defence is
raised against us because of something
you (or any of your employees, agents or
sub-contractors) do or fail to do, or if you
breach this Agreement, you must
indemnify us. This means that you must
pay the full amount of our Losses relating
to or in connection with any such claim,
defence or breach of this Agreement. This
includes full investigation, administration
and legal costs.
7.2 The circumstances when this may
apply include but are not limited to:
(a) if you fail to supply goods or services
or you supply faulty goods or services; or
(b) any fraud on your part or the part of
one of your employees, agents or subcontractors.
7.3 In the event of any fees (including
registration fees if applicable), fines,
costs, claims or liabilities being passed to
us by any regulatory body arising out of
our relationship with you or as a result of
you breaching this Agreement, we will
require them to be met by you for
payment and you will reimburse us for
such amount on demand.
8 Purchaser disputes and preventing
fraud
You must give us all reasonable help we
may ask for to detect, prevent and
investigate fraud and to help us handle
any claim against us in relation to a
Payment.
9
Set off and delayed payment
9.1 Without telling you beforehand, we
may reduce any amount we owe you
(under this Agreement or any other
relationship between us) by any amount
that you owe us (under this Agreement or
otherwise, including, for example and
without limitation where we have paid any
sums to you in error or under a different
agreement or arrangement you may have
with us).
9.2 In any of the following circumstances
(and in addition to our rights under
condition 4.1), we may:
(i) delay the date on which we are
required
to
pay
you
the
Disbursement;
(ii) otherwise retain any amounts we
owe to you;
where:
(a) we reasonably believe that you will
become liable to us;
(b) any of the circumstances set out
in condition 13.1 apply, whether or
not we terminate this Agreement;
(c) if the value of Refunds is more
than the value of Payments;
(d) where you have not yet supplied
the goods or services referred to in
the Organisation Information and an
Insolvency Event occurs or we
reasonably believe it is likely to
happen; or
(e) if we become aware of, or
reasonably suspect fraud on your part
or the part of one of your employees,
agents or sub-contractors.
9.3 Our rights under condition 9.2 will
continue until:
(a) you become liable to us, following
which we will pay you the relevant
balance (if any) after deducting (as
permitted under condition 9.1) the
amount of your liability to us; or
(b) we are satisfied (at our discretion) that
you will not or cannot owe us any liability
or, if you do, you will pay us promptly,
following which we will pay the relevant
amount to you, and you agree that such
dates may occur after termination of this
Agreement.
9.4 You acknowledge and agree that you
have no legal or beneficial interest in any
monies we would otherwise be required
to pay to you if this condition 9 did not
apply.
10. Limit on our liability
10.1 Subject to condition 10.6, we will
not be liable to you if we or our agents or
service providers cannot carry out our
responsibilities under this Agreement as a
result of anything that we cannot
reasonably control. This includes, but is
not limited to:
(a) any machine, data processing system
or transmission link failing to work for
reasons beyond our reasonable control;
(b) the occurrence of any industrial
disputes; or
(c) any act of God.
10.2 Subject to the other terms of this
condition 10 our maximum aggregate
liability arising under or in connection with
this Agreement (howsoever arising,
whether in contract, tort (including
negligence) or otherwise) in respect of
any event or series of connected events
(and whether an act, omission or breach
Isuz Ltd. April 2015 version
of statutory duty of us or any of our
employees, agents or subcontractors),
shall not in the aggregate exceed an
amount equal to the Licence Fee and
Charges and Fees for the calendar year in
which the event resulting in liability arises.
10.3 The maximum aggregate liability
limitation set out in condition 10.2 shall
not apply to our obligations to pay you the
Disbursement (subject to our right to
withhold monies or set off in accordance
with this Agreement), or to apply the
correct Charges and Fees to your account.
10.4 We will not be liable to you in any
circumstances for any Losses arising
under or in connection with this
Agreement which are:
(a) a loss of business,
reputation,
opportunity, profit, interest, goodwill,
revenue or anticipated savings, (in each
case, whether such loss is direct or
indirect or consequential), or
(b) any type of special, punitive,
consequential or indirect loss whatsoever.
10.5 If you wish to make a claim against
us under this Agreement you must notify
us and give us such details of the loss as
we may request as soon as you have
identified it and in any event within six
months after you become aware or should
reasonably have become aware of the
event or omission on which your claim is
based. If you do not do so we will not be
liable to you, subject to condition 10.6.
10.6 Nothing in this Agreement, including
the limits and exclusions in conditions
10.1 to 10.5, shall limit or exclude our
liability for death or personal injury
resulting from our negligence, fraud or
fraudulent misrepresentation, or any
other liability which cannot by applicable
law be excluded or limited.
11. Confidentiality
You must treat information about
Purchasers,
Payments
and
Failed
Payments as confidential, and except as
otherwise specified in this Agreement,
you must not disclose or use these details.
You must keep all data relating to
Payments, Failed Payments and Refunds
safe. You must inform us immediately
should any Purchaser data (including any
bank data of the Purchaser) be stolen,
compromised or disclosed in any way.
12. Changing this Agreement
We may change the terms of this
Agreement at any time. We will write to
tell you about any changes in advance.
We will normally give you at least 30 days’
notice of any changes but may give less if
required by our bank or other payments
supplier.
In
certain
exceptional
circumstances, such as where we suspect
fraud, we may make changes before
telling you.
13. Ending or suspending this Agreement
13.1 Normally we will give you at least 30
days’ notice in writing if we want to end
this Agreement. However, in certain
circumstances we may end or suspend
this Agreement by giving you immediate
written notice. Such circumstances may
include but are not limited to where:
(a) an Insolvency Event occurs, or we
reasonably believe that it may occur;
(b) you fail to comply with
requirements set out in condition 6;
the
(c) we are required by our bank to
terminate this Agreement; or
(d) you fail to make payment due under,
or fail to comply with any of the terms of
any other arrangement you may have
with us.
13.2 You may end this Agreement at any
time by giving us at least 30 days’ written
notice. If you end this Agreement, you
shall also be deemed to have given notice
to terminate the Licence (on the same
period stated in this condition) unless we
agree otherwise in writing. Any element
of any Licence Fee shall not be
reimbursed.
13.3 If we have a right to end this
Agreement and we continue to accept and
make Disbursements with you, this will
not prevent us from terminating this
Agreement at a later date.
13.4 If this Agreement ends, we shall
account to you for all monies received by
us on your behalf under this Agreement
(less any of our outstanding Charges and
Fees).
13.5 If this Agreement ends, you will
continue to be liable to us for all
obligations which arose before or in
relation to Payments occurring before the
date the Agreement ends. Any term of
this Agreement which is expressly or by
its nature intended to come into or
continue in force after this Agreement
ends, including but not limited to
conditions 2, 4, 5.1, 6, 7, 8, 9, 10, 11, 12,
13.4 to 14.3, 15, 19, 21, 22 and 23 will
continue after this Agreement ends.
14. Transferring or sharing this
Agreement
enforceability of the other provisions of
this Agreement.
14.1 You may not transfer any of your
rights under this Agreement to any other
person. You may not allow anyone else to
do any of the things which you are
allowed or obliged to do under this
Agreement.
19. Entire Agreement
14.2
You are liable for anything an
agent, subcontractor or employee of
yours (or anyone who could reasonably
be taken to be an agent, subcontractor
or employee of yours) does or fails to do.
This applies whether or not we have
knowledge of your use of the agent or
sub-contractor.
14.3 We may assign or transfer any of
our rights or obligations under this
Agreement or subcontract any of our
responsibilities under this Agreement to
anyone we choose. You agree to execute
any document we reasonably require in
order to effect such a transfer.
15. Failure to use our rights
We will not lose any right we have under
this Agreement if we do not use that right
or delay in using it. Using a right or part
of one will not prevent us from using that
right or any other right in the future. Our
rights are in addition to any rights or
remedies we have under law.
16. Communicating with you
16.1 We may send any written notice to
your registered office or your last place of
business which we know about and you
must keep us up to date with your contact
details at all times. You may send any
written notice to us at the address
provided by you to us from time to time
or any other address we give to you for
this purpose from time to time. If any
notice is sent by first class post it will be
treated as being received at noon three
days after it was posted (seven days in
the case of second class post); and in your
case, this applies even if it is not delivered
or if it is returned undelivered.
16.2 We may also contact you by letter,
phone or computer (including email).
17. Exclusion of third party rights
Neither we nor you intend that by virtue
of the Contracts (Rights of Third Parties)
Act 1999 any of the terms of this
Agreement should be enforceable by
another person.
18. Unenforceable terms
If any condition of this Agreement is or
becomes illegal or unenforceable then it
will be deemed to be deleted from this
Agreement and will not affect the
Isuz Ltd. April 2015 version
This Agreement sets out the whole
agreement and understanding between
us and you and overrides any previous
agreements and understandings between
us and you relating to its subject matter.
Any prior communications by us and you
are not included as part of this
Agreement.
20. Law
This Agreement is governed by English
law and both you and we submit to the
exclusive jurisdiction of the English courts.
21. Using information about you and
your business
21.1 You agree that we use credit
reference and fraud prevention agencies
to:
(a) make enquiries when you ask us to
provide services to you, or to assist us in
managing the services we provide to you
under this Agreement; and
(b) share information:
(i) when we tell you, for example, if
we have required you to pay an
amount you owe us and we do not
receive satisfactory proposals from
you within 28 days of formal demand;
and
(ii) if you give us false or inaccurate
information or we suspect fraud.
21.2 You agree that we may give your
information to:
(a) people who provide a service to us or
are acting as our agents, on the
understanding that they will keep your
information confidential;
(b) anyone we transfer or intend to
transfer our rights to under this
Agreement.
21.3 We may also disclose your
information if we have a duty to do so.
21.4 We may use your information to
manage the services provided by us under
this Agreement. To help us develop and
improve our services to you and other
customers and protect our interests we
may also use your information for
assessment, testing (including systems
tests) and analysis, including credit and/or
behaviour scoring, statistical, market and
product analysis in order to generate
statistical reports to be shared internally
or externally with companies for their own
purposes. These reports are aggregated
and will not contain any information that
identifies you or your business.
21.5 If you are an individual you can
request a copy of your information from
us. We may charge a fee for this service.
22. Warranties
We and you both undertake with each
other that:
(a) during this Agreement, we and you
will each comply with (and you will not do
anything that will cause us not to comply
with) all applicable legal and regulatory
requirements;
(b) we and you are duly organised, validly
existing and in good standing under the
laws of England and Wales, and are
authorised to enter into and perform our
and your responsibilities under this
Agreement. In your case you are
authorised to enter into this Agreement
on your own behalf and you are duly
qualified and licensed to do business in
the jurisdictions in which you operate;
(c) there are no legal actions or
regulatory investigations pending or (to
the best of our or your knowledge)
threatened against us or you that might
affect our or your ability to perform our or
your respective responsibilities under this
Agreement;
(d) you have in place all relevant
insurances in respect of the goods and
services being offered by you through the
Service and that any tour operator with
whom you have contracted is reputable
and similarly insured for cover that is
usual for any trip of the type that you are
offering; and
(e) in your case:
(i) performing the terms of this
Agreement will not violate any other
enforceable agreements to which you
are party; and
(ii) all information provided in
connection with this Agreement is
true, accurate, and complete.
23. Compliance and regulatory issues
23.1 Neither you nor we shall be required
to take, or refrain from taking, any action
which would result in a breach of any of
the requirements referred to in condition
22(a) above.
23.2 Where any such requirement
involves both us and you, we or you shall
provide the other promptly with any
relevant information for its compliance
and all reasonable assistance in
connection with any investigation by any
regulatory authority.