1 – Interpretation
1.1 – Definitions:
- Charges means the charges payable by the School/College for the supply of the Outreach Services by Pathway CTM, as set out in Schedule 2.
- Conditions means these conditions set out in Clause 1 to Clause 8 (inclusive).
- Terms means these terms of service between the School or College and Pathway CTM for the supply of the Services in accordance with the Conditions and Schedule 1 to Schedule 5 (inclusive).
- Deliverables means all documents, products and materials developed by Pathway or its agents, subcontractors and personnel as part of or in relation to the Services in any form.
- Pathway CTM Responsibilities means the responsibilities of Pathway CTM as set out in Schedule 3.
- Relevant Teacher means a teacher of a Student and/or a Student career counsellor.
- School/College Responsibilities means the responsibilities of the School/College as specified in Schedule 4.
- Services means the Pathway CTM Pre Employment Programme and Outreach Service (as applicable), including without limitation any Deliverables, to be provided by Pathway CTM pursuant to these Terms, as described in Schedule 1.
- Services Start Date means the 1st day of July 2020.
1.2 – Interpretation
1.2.1 – A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
1.2.2 – A reference to writing or written includes email.
2 – Commencement and term
These Terms shall commence on the 1st day of July 2020. Unless terminated earlier in accordance with Clause 7 or this clause, these Terms shall continue for 24 months after the Services Start Date (Initial Term) and shall automatically extend for 24 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other, not later than 3 months before the end of the Initial Term or the relevant Extended Term, to terminate these Terms at the end of the Initial Term or the relevant Extended Term, as the case may be.
3 – Supply of Services
3.1 – Pathway CTM shall supply the Services to the School/College from the Services Start Date in accordance with these Terms.
3.2 – In supplying the Services, Pathway CTM shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
(c) comply with:
(i) all applicable laws, statutes and regulations from time to time in force; and
(ii) the Pathway CTM Responsibilities,
provided that Pathway CTM shall not be liable under these Terms if, as a result of such compliance, it is in breach of any of its obligations under these Terms; and
(d) observe all reasonable health and safety rules and regulations and security requirements that apply at the School/College’s premises and have been communicated to Pathway CTM, provided that Pathway CTM shall not be liable under these Terms if, as a result of such observation, it is in breach of any of its obligations under these Terms.
3.3 – Pathway CTM reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services in a detrimental way, and Pathway CTM shall notify the School/College in any such event.
3.4 – To facilitate the provision of the Services by the Pathway CTM, the School/College shall comply with the School/College Responsibilities.
3.5 – If Pathway CTM’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the School/College, its agents, subcontractors, consultants or employees, Pathway CTM shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the School/College that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Pathway CTM sustains or incurs that arise directly or indirectly from such prevention or delay.
4 – Charges and payment
4.1 – In consideration for the provision of the Outreach Services, the School/College shall pay Pathway CTM the Charges in accordance with this Clause 4.
4.2 – All amounts payable by the School/College exclude amounts in respect of value added tax (VAT), which the School/College shall additionally be liable to pay to Pathway CTM at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
4.3 – Pathway CTM shall submit invoices for the Charges plus VAT if applicable to the School/College at the times as specified in Schedule 2.
4.4 – The School/College shall pay each invoice due and submitted to it by Pathway CTM, within 14 days of receipt, to a bank account nominated in writing by Pathway CTM.
4.5 – If the School/College fails to make any payment due to Pathway CTM under these Terms by the due date for payment, then, without limiting Pathway CTM’s remedies under Clause 7:
(a) the School/College shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%; and
(b) Pathway CTM may suspend all Outreach Services until payment has been made in full.
4.6 – All amounts due under these Terms from the School/College to Pathway CTM shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.7 – Pathway CTM reserves the right to amend the Charges from time to time in line with any amendments to the charges for the Outreach Services as set out in Pathway CTM’s published price list from time to time. Pathway CTM will notify the School/College of any such change to the Charges on not less than 30 days’ written notice.
5 – Data protection
5.1 – In this Clause 5:
Applicable Laws means (for so long as and to the extent that they apply to Pathway CTM) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures each have the meanings given to those terms as set out in the Data Protection Legislation.
Data Protection Legislation means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
5.2 – Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.3 – The parties acknowledge that for the purposes of the Data Protection Legislation, the School/College is the Controller and Pathway CTM is the Processor. Schedule 5 sets out the scope, nature and purpose of processing by Pathway CTM, the duration of the processing and the types of Personal Data and categories of Data Subject.
5.4 – Without prejudice to the generality of Clause 5.2:
(a) the School/College will ensure that it has all necessary consents and notices in place to enable lawful transfer of the Personal Data to Pathway CTM and/or lawful collection of the Personal Data by Pathway CTM on behalf of the School/College for the duration and purposes of these Terms; and
(b) Pathway CTM shall, in relation to any Personal Data processed in connection with the performance by Pathway CTM of its obligations under these Terms:
(i) process that Personal Data only on the documented written instructions of the School/College as set out in these Terms or as agreed between the parties in writing, unless Pathway CTM is required by Applicable Laws to otherwise process that Personal Data.
(ii) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(iv) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the School/College has been obtained and the following conditions are fulfilled:
(A) the School/College or Pathway CTM has provided appropriate safeguards in relation to the transfer;
(B) the data subject has enforceable rights and effective legal remedies;
(C) Pathway CTM complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(D) Pathway CTM complies with reasonable instructions notified to it in advance by the School/College with respect to the processing of the Personal Data;
(v) assist the School/College, at the School/College’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(vi) notify the School/College without undue delay on becoming aware of a Personal Data Breach;
(vii) at the written direction of the School/College, delete or return Personal Data and copies thereof to the School/College on termination of these Terms unless required by Applicable Law to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate its compliance with this Clause 5.
6 – Limitation of liability
6.1 – The price payable under these Terms is the limit of each party’s total liability to the other party for any loss arising out of these Terms. This limit applies to any kind of liability, including (without limitation) breach of contract, tort (including negligence and breach of statutory duty), misrepresentation or restitution, except as stated in this Clause 6.
6.2 – Nothing in these Terms limit a party’s liability for injury or death caused by negligence.
6.3 – In relation to a breach of these Terms, Pathway CTM is not liable for any indirect loss.
7 – Termination
7.1 – Without affecting any other right or remedy available to it, Pathway CTM may terminate these Terms with immediate effect by giving written notice to the School/College if the School/College:
(a) commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) fails to pay any amount due under these Terms on the due date for payment;
(c) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business; or
(d) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
7.2 – On termination of these Terms for whatever reason:
(a) the School/College shall immediately pay to Pathway CTM all of Pathway CTM’s outstanding unpaid invoices and interest and, in respect of Outreach Services supplied but for which no invoice has been submitted, Pathway CTM may submit an invoice, which shall be payable immediately on receipt;
(b) any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms shall remain in full force and effect; and
(c) termination of these Terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
8 – General
8.1 – Assignment and other dealings
8.1.1 – The School/College shall not in any manner deal with any or all of its rights and obligations under these Terms without Pathway CTM’s prior written consent.
8.1.2 – Pathway CTM may at any time deal with any or all of its rights under these Terms in any manner.
8.2 – Entire agreement
8.2.1 – These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8.2.2 – Each party acknowledges that in entering into these Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
8.3 – Variation
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.4 – Waiver
8.4.1 – A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
8.4.2 – A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
8.5 – Severance
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 8.5 shall not affect the validity and enforceability of the rest of these Terms.
8.6 – Notices
8.6.1 – Any notice or other communication given to a party under or in connection with these Terms shall be sent by email to the address of the contact signing these Terms and Conditions and deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 8.6.1, business hours means 9.00am to 3.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
8.6.2 – This Clause 8.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
8.7 – Third party rights
8.7.1 – These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
8.7.2 – The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.
8.8 – Governing law and jurisdiction
These Terms shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
Schedule 1 – Services
The Services provided by Pathway CTM under these Terms is dependent on the Service selected by the School/College.
1 – Pathway CTM Pre Employment Programme
If the School/College has selected Pathway CTM Pre Employment Programme, the free Services under these Terms will comprise the following:
(a) Monthly Newsletter
(i) We will send a monthly Newsletter via email to Relevant Teachers.
(b) Pathway CTM’s Pre Employment Programme
(i) Students will have the opportunity to sign up to Pathway CTM’s Pre Employment Programme by completing a registration form which is available from Pathway CTM’s website (Registration Form). A Student who has completed and submitted a Registration Form is referred to as a Registered Student.
(c) Registered Student Progress Report
(i) Based on the information gathered from completed and submitted Registration Forms, Pathway CTM will provide the School/College with a report detailing Registered Students’ interests, Programme Progression, (Registered Student Report) with the aim of giving the School/College a clearer picture of the needs and future destinations of Registered Students.
(d) Pathway CTM Events
(i) Pathway CTM will provide all Registered Students, Parents, Carers and Relevant Teachers access to Pathway CTM Events. Pathway CTM delivers various types of Events throughout the academic year, including: Weekly webinars, Insight Evenings, Regional Education Events and Employability Skills Days. These Events will be offered in a virtual setting, however, some Events will take place in a physical setting where appropriate.
(ii) Details of Pathway CTM Events will be sent directly to Registered Students and Relevant Teachers. All Pathway CTM Events are held outside of curriculum time. Pathway CTM may need access to the School/College’s premises for holding any of these events, if a virtual Event is not appropriate.
(e) Online resources
(i) Registered Students will be given access to the Pathway CTM Portal on Pathway CTM’s website, where Registered Students can find the Pathway CTM Pre Employment Programme, apprenticeship, gap year and work experience opportunities and deadlines, plus resources to help them through the application process.
(ii) Pathway CTM will provide Relevant Teachers with access to online teacher resources, including:
(A) Pathway CTM Pre Employment Programme, and additional supporting materials including documents, case studies, and videos.
(B) Termly teacher webinars about apprenticeship opportunities and labour market information.
(f) Other communications
(i) From time to time, Pathway CTM will also send communications to Relevant Teachers and Registered Students with details of Pathway CTM Events and other relevant career related information.
2 – Pathway CTM Outreach Services
If the School/College has selected Outreach Visits, the Services under these Terms will comprise the following:
(a) Pathway CTM Pre Employment Programme
(b) Outreach Service Sessions – Our Outreach Manager, and a volunteer from our Employer network will provide the 3 chosen Workshops, on the agreed dates to the Students selected by the School/College in a virtual setting.
(i) Each Workshop will last up to 1 hour, with a total of 3 Workshops delivered during the course of 1 school/college day.
(ii) Each Workshop will be available for up to 12 Students, selected by the School/College, from Year Group 11, 12 or 13.
(iii) The School/College will choose the 3 Workshops they require for each day of the Outreach Service.
(iv) After each Outreach Session, Students will complete a short-form survey to evaluate the Workshops and confirm what type of follow up support is needed i.e. email, call or text.
(v) A follow up will be made to all Students that have attended the Workshops, confirming a next step, and details of any of our Events that may be applicable to them.
(vi) Students will be advised how to arrange a coaching session through email to a dedicated Student inbox.
(c) Registered Student Progress and Destination Reporting
(i) Pathway CTM will supply Termly Student Progress Reports (Student Progress Report) and detailed Destination Reports detailing Registered Students’ interests, confidence, overcoming challenges, and knowledge about career paths (Registered Student Report) with the aim of giving the School/College a clearer picture of the needs and future destinations of Registered Students.
Schedule 2 – Charges
1 – Charges for the Services
1.1 – As at the date of these Terms, and until such time the School/College receives notice of any amendment pursuant to Clause 4.7, the Charges for the Services are as follows:
Outreach Visit Service – £200 (ex VAT) per visit
2 – Invoicing arrangements
Pathway CTM will submit the invoice to the School/College when Outreach Sessions are booked, which must be paid within 14 days form the date of the invoice, and at least 14 days before delivery of the Outreach Sessions.
Schedule 3 – Pathway CTM Responsibilities
Pathway CTM will:
1 – ensure that all Outreach Officers will be enhanced DBS checked;
2 – maintain all necessary insurances to cover its duties and potential liabilities under these Terms; and
3 – comply with all applicable laws, including health and safety laws.
Schedule 4 – School/College Responsibilities
The School/College will:
1 – co-operate with Pathway CTM in all matters relating to the Services;
2 – provide, for Pathway CTM, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the School/College’s premises if required for a physical Event, office accommodation, data and other facilities as required by Pathway CTM or any of them, including but not limited to:
(a) the School/College’s halls, classrooms or common areas for Outreach Sessions if physical sessions are required and other Pathway CTM Events;
(b) access to PowerPoint presentation facilities and display screen; and
(c) appropriate car parking spaces for Pathway CTM representatives;
3 – provide Pathway CTM with access to appropriate members of the School/College’s staff, as such access is reasonably requested by Pathway CTM, in order for Pathway CTM to discharge its obligations under these Terms;
4 – respond to and provide such documentation, data and other information as Pathway CTM reasonably requests in order for Pathway CTM to perform its obligations under these Terms;
5 – obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the Services Start Date, including but not limited to:
(a) all necessary Student and or parental permissions and consents which may be required for the Students to engage in the Services;
(b) all necessary Relevant Teacher permissions and consents which may be required for Pathway CTM’s supply of the Services, such as consents relating to the School/College’s provision of their email addresses to Pathway CTM;
6 – use best endeavours to ensure 100% of Students complete the Registration Form during curriculum time as soon as possible from September;
7 – provide to Pathway CTM a list of Relevant Teacher or School/College contacts email addresses, updated from time to time;
8 – send to parents any parent communications required by Pathway CTM;
9 – communicate with Students, parents and Relevant Teachers appropriately and when necessary to promote additional opportunities such as parent information on apprenticeships and important teacher CIAG and employment information;
10 – use best endeavours to ensure that all Relevant Teachers access the online teacher resources;
11 – maintain all necessary insurances to cover its duties and potential liabilities under these Terms; and
12 – comply with all applicable laws, including health and safety laws.
Schedule 5 – Processing, Personal Data and Data Subjects
1 – Processing by Pathway CTM
1.1 – Scope
The scope and subject matter of the processing to be carried out by Pathway CTM are set out in these Terms.
1.2 – Nature
Pathway CTM has been engaged to provide the Services to the School/College which involves the processing of Personal Data by Pathway CTM. The Services are set out in Schedule 1 of these Terms, and Personal Data will be processed by Pathway CTM to deliver those Services to the School/College and to comply with the terms of these Terms.
1.3 – Purpose of processing
Personal Data will be processed by Pathway CTM in order to allow Pathway CTM to provide employability services (all as set out in Schedule 1) to the School/College and its Data Subjects.
1.4 – Duration of the processing
Personal Data may be processed until the earlier of (i) the termination of these Terms, or (ii) the expiry of these Terms. Pathway CTM may continue to process personal data after such date if required to do so by Applicable Law, in which case it will only do so for as long as necessary to comply with its obligations under Applicable Law.
2 – Types of Personal Data
Student Personal Data: name, address, telephone number, email address, date of birth, gender, nationality, ethnicity, socioeconomic information, name of school/college, year of study, subjects, grades, CV, spoken languages, extra-curricular activities, interests and aspirations, identities of parents/guardians.
Parent Personal Data: name, telephone number, email address, name School/College the Student attends. This data is collected via a Newsletter Signup form on our website.
Teacher Personal Data: name, telephone number, email address, identities of pupils being taught.
3 – Categories of Data Subjects
Personal Data may be processed in relation to the following categories of Data Subjects:
(b) parents; and