Definitions:

Additional Charges  – means any additional costs incurred by THE MUDDY PUDDLE TEACHER LTD as a result of specification variations or the actions or inactions of the Client or its agents for which the Client will reimburse THE MUDDY PUDDLE TEACHER LIMITED.

Client  – means the person or company for whom THE MUDDY PUDDLE TEACHER LTD has agreed to provide the Specified Consultancy Service following these Conditions;

Conditions  – means THE MUDDY PUDDLE TEACHER LTD standard terms and conditions for the supply of consultancy services set out in this document;

Contract  – means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;

Contract Period  – means the time to complete the Specified Consultancy Service stated in the Specification.

Document  – includes, in addition to a document in writing, any plan, graph, drawing or photograph, film, tape or other device embodying visual images and any disc, tape, flash drive or other device embodying any other data;

Fee – means the fee to be paid by the Client to THE MUDDY PUDDLE TEACHER LTD for the Specified Consultancy Service;

Input Material  – means any Documents or other materials, and any data or other information provided by the Client to THE MUDDY PUDDLE TEACHER LTD relating to the Specified Consultancy Service;

Key Personnel  – means any key THE MUDDY PUDDLE TEACHER LTD personnel named in the Specification;

Output Material  – means any Documents or other materials, and any data or other information provided by THE MUDDY PUDDLE TEACHER LTD to the Client relating to the Specified Service;

Parties  – means the Client and THE MUDDY PUDDLE TEACHER LTD;

Special and Overriding Terms and Conditions  – any additional terms and conditions included in the Specification that are in addition to and/ or override these Conditions.

Specification  – means the details of the Specified Consultancy Service;

THE MUDDY PUDDLE TEACHER LIMITED – Registered in England and Wales, Company Number 11906010. The registered office is 5 ROSE HILL AVENUE, MOSBOROUGH, SHEFFIELD S20 5PP

1. SUPPLY OF THE SPECIFIED CONSULTANCY SERVICE

1.1 THE MUDDY PUDDLE TEACHER LTD shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions or any Special and Overriding Terms and Conditions must be agreed in writing by THE MUDDY PUDDLE TEACHER LTD and the Client.

1.2 No terms or conditions endorsed upon, delivered with or contained in the order or similar from the Client shall form part of the Contract.

1.3 In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.

1.4 The Specified Consultancy Service shall be provided by the Specification provided by THE MUDDY PUDDLE TEACHER LTD and otherwise by THE MUDDY PUDDLE TEACHER LTD current prospectus or other published literature relating to the Consultancy Services from time to time, subject to these Terms and Conditions.

1.5 THE MUDDY PUDDLE TEACHER LTD may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.

1.6 THE MUDDY PUDDLE TEACHER LTD may at any time without notifying the Client make any changes to the Specified Consultancy Service which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Specified Service.

1.7 No order submitted by the Client shall be deemed accepted by THE MUDDY PUDDLE TEACHER LTD unless and until confirmed in writing by THE MUDDY PUDDLE TEACHER LTD.

1.8 The Client shall be responsible to THE MUDDY PUDDLE TEACHER LTD for ensuring the accuracy of the terms of any order.

1.9 No order which has been accepted by THE MUDDY PUDDLE TEACHER LTD  may be cancelled by the Client except with the agreement in writing of THE MUDDY PUDDLE TEACHER LTD and on terms that the Client shall indemnify THE MUDDY PUDDLE TEACHER LTD in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by THE MUDDY PUDDLE TEACHER LTD as a result of cancellation.

1.10 The Client shall supply THE MUDDY PUDDLE TEACHER LTD with all necessary Input Materials within a sufficient time to enable THE MUDDY PUDDLE TEACHER LTD to provide the Specified Consultancy Service by the Contract. The Client shall ensure the accuracy of all Input Materials.

1.11 The Client shall retain duplicate copies of all Input Material.

1.12 THE MUDDY PUDDLE TEACHER LIMITED shall have no liability for any loss or damage of Input Material, however, caused.

1.13 For unforeseen circumstances that Key Personnel become injured or ill, a refund would be given to the Client from that date onwards.

2. GENERAL DUTIES OF THE MUDDY PUDDLE TEACHER LTD

2.1 THE MUDDY PUDDLE TEACHER LTD shall provide the Specified Consultancy Services to the Client professionally with due care and diligence to the best of its abilities.

2.2 THE MUDDY PUDDLE TEACHER LTD accepts no liability for using any information or data provided.

2.3 THE MUDDY PUDDLE TEACHER LTD shall not be restricted in providing similar services to other third parties.

2.4 THE MUDDY PUDDLE TEACHER LTD shall supply the Specified Consultancy Service using the Key Personnel where identified and shall have the right to nominate alternative personnel if any or all of the Key Personnel become unavailable.

3. WORK ON CLIENT’S PREMISES

3.1 Where THE MUDDY PUDDLE TEACHER LTD requires access to the Client’s premises to perform the Specified Consultancy Service, the Client shall provide reasonable access and all services necessary to permit THE MUDDY PUDDLE TEACHER LTD to fulfil its obligations under the Contract at mutually convenient times.

3.2 THE MUDDY PUDDLE TEACHER LTD will commit no act or omission at the Client’s premises which would render the Client liable to any person and THE MUDDY PUDDLE TEACHER LTD shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.

4. FEE OF SERVICES

4.1 The Fee includes the cost of all materials and work undertaken. Expenses shall also be charged to the client, including travel and petrol at 40p mile, unless otherwise expressly stated in the Contract. THE MUDDY PUDDLE TEACHER LTD invoices will itemise all costs, including materials and expenses.

4.2 Expenses and travelling costs will be itemised on all invoices.

4.3 THE MUDDY PUDDLE TEACHER LTD will accept no variation in the Fee without its express written consent.

5. TERMS OF PAYMENT

5.1 In the event of no special payment terms being agreed, payment of the Fee shall be made within 30 days of the date of the THE MUDDY PUDDLE TEACHER LTD invoice for each and all invoices.

5.2 The Client may not withhold payment for any disputed amount greater than the value of rectifying the disputed element of the Specified Consultancy Service

5.3 If payment is not made on the due date (30 days from the date of the issued Educating UK invoice) THE MUDDY PUDDLE TEACHER LTD  shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3 per cent above the base rate from time to time of NATWEST PLC from the due date until the outstanding amount is paid in full.

5.5 If any payment is not received on the due date, THE MUDDY PUDDLE TEACHER LTD reserves the right to cease providing any Service until the payment is received.

6. VARIATIONS AND ADDITIONAL CHARGES

6.1 THE MUDDY PUDDLE TEACHER LTD shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs incurred by THE MUDDY PUDDLE TEACHER LTD.

6.2 THE MUDDY PUDDLE TEACHER LTD shall give the Client no less than two weeks’ written notice of its intention to invoice the Additional Charges.

6.3 THE MUDDY PUDDLE TEACHER LTD Additional Charges shall be paid by the Client without any set-off or other deduction within 30 days of the date of THE MUDDY PUDDLE TEACHER LTD invoice.

6.5 No variations to the Contract shall be made or binding unless agreed in writing by the Parties.

7. INTELLECTUAL PROPERTY RIGHT AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

7.1 Any Background Intellectual Property shall belong to the Party that created it.

7.2 Any Input Material originating from the Client shall belong to the Client.

7.3 All Foreground Intellectual Property shall belong to THE MUDDY PUDDLE TEACHER LTD subject only to the right of the Client to use that intellectual property to utilise the Specified Consultancy Service by way of a non-exclusive licence subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.

7.4 Any Output Material shall, unless otherwise agreed in writing between the Client and THE MUDDY PUDDLE TEACHER LTD, belong to THE MUDDY PUDDLE TEACHER LTD, subject only to the right of the Client to use the Output Material to utilise the Specified Consultancy Service by way of a non-exclusive licence subject only to payment in full of all sums payable under the Contract.

7.5 Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by THE MUDDY PUDDLE TEACHER LTD, and all Output Material or other information provided by THE MUDDY PUDDLE TEACHER LTD which is so designated by THE MUDDY PUDDLE TEACHER LTD shall be kept confidential by the Client, except that the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

7.6 The Client warrants that any Input Material and its use by THE MUDDY PUDDLE TEACHER LTD to provide the Specified Consultancy Service will not infringe the copyright or other rights of any third party and the Client shall indemnify THE MUDDY PUDDLE TEACHER LTD against any loss, damages costs expenses or other claims arising from any such infringement.

7.7 Subject to clause

7.6, THE MUDDY PUDDLE TEACHER LTD warrants that any Output Material and its use by the Client to utilise the Specified Consultancy Service will not infringe the copyright or other rights of any third party and THE MUDDY PUDDLE TEACHER LTD shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.

8. FORCE MAJEURE

8.1 If either party is affected by Force Majeure, it shall inform the other party in writing of the matters constituting the Force Majeure. It shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.

8.2 THE MUDDY PUDDLE TEACHER LTD shall not be liable for any breach of its obligations resulting from a cause beyond its control, including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, THE MUDDY PUDDLE TEACHER LTD shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.

8.3 Save as provided for in clause 8 a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.

9. WARRANTIES AND LIABILITY

9.1 THE MUDDY PUDDLE TEACHER LTDwarrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with the Specification and at the intervals and within the times referred to in the Specification.

9.2 Where in connection with the provision of the Specified Consultancy Service THE MUDDY PUDDLE TEACHER LTD supplies any goods or services supplied by a third party THE MUDDY PUDDLE TEACHER LTD does not give any warranty guarantee or other term as to their quality fitness for purpose or otherwise but shall where possible assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to THE MUDDY PUDDLE TEACHER LTD.

9.3 Any claim by the Client of any breach by THE MUDDY PUDDLE TEACHER LTD of the Contract or these Conditions (including the warranty contained in Clause 9.1 above), must be notified to the THE MUDDY PUDDLE TEACHER LTD within 30 days of the supply of the Specified Consultancy Service. If the Client does not notify THE MUDDY PUDDLE TEACHER LTD accordingly, the Client will be deemed to have accepted the Specified Consultancy Service and THE MUDDY PUDDLE TEACHER LTD shall have no liability in relation to the provision of the Specified Consultancy Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, THE MUDDY PUDDLE TEACHER LTD will at its sole discretion either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.

9.4 THE MUDDY PUDDLE TEACHER LTD shall have no liability to the Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.

9.5 Except in respect of death or personal injury caused by THE MUDDY PUDDLE TEACHER LTD negligence or as expressly provided in these Conditions, THE MUDDY PUDDLE TEACHER LTD shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of THE MUDDY PUDDLE TEACHER LTD, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of THE MUDDY PUDDLE TEACHER LTD under or in connection with the Contract shall not exceed the amount of THE MUDDY PUDDLE TEACHER LTD charges for the provision of the Specified Service, except as expressly provided in these Conditions.

9.6 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. THE MUDDY PUDDLE TEACHER LTD shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of THE MUDDY PUDDLE TEACHER LTD obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified

Consultancy Service shall not be of the essence of the Contract.

10. CONFIDENTIALITY

10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by THE MUDDY PUDDLE TEACHER LTD or its agents and any other confidential information concerning THE MUDDY PUDDLE TEACHER LTD business or its products which the Client may obtain and the Client shall restrict disclosure or such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to THE MUDDY PUDDLE TEACHER LTD and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.

11. TERMINATION

11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

11.2 The cost of all and any work completed by THE MUDDY PUDDLE TEACHER LTD up to the date of termination and any costs incurred by THE MUDDY PUDDLE TEACHER LTD as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to THE MUDDY PUDDLE TEACHER LTD.

12. DATA PROTECTION ACT 1998

12.1 THE MUDDY PUDDLE TEACHER LTD is registered under the Data Protection Act 1998. It will only use any personal information made available to it for the purpose of providing the Specified Consultancy Service to the Client outlined in the Contract.

13. GOVERNING LAW

13.1 The construction, validity and performance of the Contract and these terms and conditions shall be governed and construed in accordance with English law.

14. GENERAL

14.1 These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.5 When Services are provided by THE MUDDY PUDDLE TEACHER LTD as part of a Government funded scheme the Client shall keep and make available for audit by THE MUDDY PUDDLE TEACHER LTD or Government auditors all records relating to the Services, including any Baseline, Outputs or Results data provided by the Client until 31 ^st  December 2023 or any alternative date provided in writing by THE MUDDY PUDDLE TEACHER LTD.