BDSIP SERVICE LEVEL AGREEMENT SERVICE TERMS 2019/20
- Basis of Contract
Service Level Agreements (SLAs) provided by BDSIP represent the offer by the School to purchase services in accordance with these conditions and not in accordance with any other terms that may be proposed by the School.
- The Services
2.1 The Services to be provided to the School by BDSIP shall be as set out in the SLA sent to the School by BDSIP. Provided that BDSIP reserves the right to amend the SLA if required by any applicable statutory or regulatory requirement.
2.2 Any dates specified in the SLA for the delivery of the Services shall be approximate only and the time of delivery is not of the essence. BDSIP shall not be liable for any delay in the delivery of the Services that is caused by a Force Majeure Event or by the failure of the School to provide BDSIP with such adequate information or access to its premises or resources as is reasonably required for delivery of the Services.
2.3 BDSIP warrants to the School that the Services will be provided using reasonable care and skill.
2.4 The School shall co-operate with BDSIP in all matters relating to the delivery of the Services in accordance with the Service Specification, including (without limitation) by affording BDSIP access to such premises, information and other facilities as are reasonably necessary for the delivery of the Services.
- Charges and Payment
3.1 The charges for the Services shall, unless otherwise specified in the SLA, be calculated in accordance with the fee rates confirmed to the School in writing. Value Added Tax will be added to any invoice as required.
3.2 BDSIP will render invoices on a monthly basis, at or around the start of each calendar month and the School will pay such invoice in full and cleared funds to a bank account nominated by BDSIP within 30 days of the date of the invoice. Invoices must be paid in full without deductions by way of set-off or counterclaim.
- Damages and Indemnity
4.1 BDSIP shall not be liable for any losses suffered by the School save for any such arising from any deliberate or reckless breach of BDSIP’s obligations under this Agreement and in such case only to the extent that the School is unable to mitigate such losses.
4.2 Without prejudice to any other provisions in BDSIP SLAs, the School shall indemnify and keep BDSIP indemnified against any losses arising from all breaches by the School of this Agreement, and such indemnity shall be paid without any deduction or set-off.
- Nothing in this contract limits any liability which cannot legally be limited including any liability for death or personal injury caused by negligence or for fraud.
- BDSIP will have in place appropriate liability insurance for 2019-2020 this covers BDSIP up to £50,000,000 for any one occurrence.
5.1 BDSIP will use all reasonable endeavours to ensure that all persons engaged by it in the delivery of the Services are cleared by the DBS and that they are familiar with the law relating to the safeguarding of children.
- The School will ensure that all persons admitted to its premises for the purposes of delivery of the Services are briefed on the safeguarding policies and procedures of the School.
6.1 Either party may terminate this Agreement at any time by giving the other party one complete term notice in writing, following which this Agreement will cease but without affecting any antecedent rights of either party.
- Either party may terminate this Agreement with immediate effect by giving written notice to the other if that other party is in serious or material breach of this contract or if the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion, the other party’s capability to adequately perform its obligations under this contract is jeopardised, including (without limitation) where that party takes any legal steps in relation to insolvency.
- Intellectual Property
All Intellectual property Rights arising out of or in connection with delivery of the Services (other than Intellectual Property Rights in any materials provided by the School) shall be owned by BDSIP.
- Confidentiality, Publicity, Freedom of Information and GDPR
Neither party shall divulge or dispose of or part with possession, custody, or control of any confidential material or information provided to one party by the other party under this Agreement or prepared or obtained by any of the parties, other than as required by law or in accordance with the express written instructions of the party who provided the material.
Information personal to students must always be kept secure and confidential. However, nothing in this Agreement shall prevent either party from making a protected disclosure for the purposes of Public Interest disclosure legislation.
The parties will consult each other prior to making any statement, publication or comment to the press, television, radio or other media or any other company, body or person (including its own publications) in relation to this Agreement and neither party shall make such a publication, statement or comment without the prior written consent of the other.
8.3 Freedom of Information
The School acknowledges that LBBD Council is subject to the provisions of the Freedom of Information Act 2000 and the School will assist BDSIP with any requests for information made as a result of a Freedom of Information request and the School with comply with any instructions given by the Authorised Officer in respect of any such request and particularly will comply in the timescales required.
9.1 Both parties shall comply with their respective obligations and with all applicable requirements of Data Protection legislation on the basis that, for the purposes of such legislation, the School is the controller of such data and BDSIP may be the processor of such data.
9.2 The School shall ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of personal data to BDSIP in furtherance of the performance of the Services.
9.3 BDSIP shall ensure that it will only process personal data where instructed in writing to do so by the School or where BDSIP is otherwise required to process such data by law. BDSIP shall also ensure that it has appropriate policies and procedures in place to ensure that any data processing by it is secure and confidential and otherwise in compliance with Data protection legislation. BDSIP shall ensure that all personnel who have access to or who process such data are obliged to maintain the confidentiality of that personal data and that no such data is sent outside of the European economic Area without the consent of the School.
9.4 BDSIP shall promptly notify the School on becoming aware of any breach by BDSIP of Data Protection legislation and will use reasonable endeavours to assist the School in responding to any data subject access request relating to personal data held or processed by BDSIP.
9.5 BDSIP shall maintain accurate records and information necessary to demonstrate compliance with Data Protection legislation and will delete or return personal data to the School as required at the end of this contract.
- Dispute Resolution and Refund Policy
Both parties will notify the other as soon as reasonably practicable of any difficulties that arise and affect the delivery of any of either party’s responsibilities contained in this Agreement. The School and BDSIP will endeavour to find a mutually agreed solution to overcome any difficulties that affect the performance of any of either party’s responsibilities.
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