In these terms, the following definitions shall apply:

1. “Assignment” means the period during which the Clerk is supplied to the Client to render Services, either via ad hoc booking or contract agreement

2. “Client” means the person, company, school, firm or corporate body, and any subsidiary or associated company to whom a Clerk is introduced or supplied by Your Clerk

3. “Clerk” means any individual assigned by Your Clerk to perform services for the Client

4. “Your Clerk” is a trading name of hubulu.com Ltd (company registration number 8170904)

1.0  GENERAL

1.1  These Terms govern the supply of the Clerk’s services by Your Clerk to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Clerk.

1.2  No variation or alteration to these Terms shall be valid unless approved by Your Clerk in writing, and signed by a director.

1.3  Unless otherwise agreed in writing by Your Clerk, these Terms prevail over any terms of business or purchase conditions proffered by the Client.

 

2.0 SERVICES

2.1  Whilst every effort is made by Your Clerk to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from Clerks, and further, to provide them in accordance with the Clients booking details and requirements, Your Clerk does not warrant the technical or professional competence of the Clerk. The Client shall satisfy itself as to the competence of the Clerk before work is allocated.

2.2  Your Clerk is not liable for any loss, expense, damage, cost or delay in arising from any failure to provide any Clerk for all or part of the period of the booking or from negligence, dishonesty, misconduct or lack of skill of the Clerk.

2.3  All contract packages have an annual hourly usage limit to provide service to one governing board entity via virtual platforms. Any service use above the threshold will incur a charge rate of £55.00 per hour.  Any service used outside the remit of the Client’s chosen contract package will incur additional fees, as per our schedule of rates.  Where a client specifically requests Your Clerk to attend "in-person", an additional per meeting fee of £145, with separate fees for mileage, subsistence, postage and packaging, will be applied.  A minimum time period of five minutes applies to all charges outside of the contract package and usage limit.  A final bill for services delivered to the Client, outside of its annual contract package, is issued in July or August, if not before. 

2.4  SILVER SERVICE: in the event that Your Clerk attends an Assignment and, for whatever reason, the meeting does not proceed as scheduled, full charge rates apply.  No discount or refund will be offered. 

2.5 MULTIPLE ANNUAL CONTRACTS: If service is required for more than one governing board entity, e.g. for a multi-academy trust (MAT) board and its local governing board(s), i.e. for each school within the MAT, a separate contract subscription is required for each governing board entity.  A discount will be applied for 'bulk' purchases of annual contract subscriptions. 

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3.0  CHARGES

3.1  The Client agrees to pay the charges of Your Clerk as notified at the commencement of the Assignment and as may be varied from time to time during the Assignment. Charges are calculated using the schedule of rates for individual services that make up contract packages as well as the number of hours worked by a Clerk.

3.2  Your Clerk provides service via annual contract packages, the advertised price of each package is the total amount payable for each governing board entity; the cost of which can be spread across ten interest-free monthly payments (i.e. from September to June).  Contracts taken up part-way through an academic year will be calculated on a pro rata basis.  All annual contracts renew automatically on 01 September.

3.3  Your Clerk will be solely responsible for the payment of the Clerk’s remuneration and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Clerk.

3.4  Invoices for annual contracts are issued on 01 September.  If the Client opts for the monthly installment payments, Your Clerk (hubulu.com Ltd) will submit invoices on a monthly basis, or such other basis as shall from time to time be agreed, for the fees and expenses payable by the Client in respect of the Clerks services. All invoices are payable within 30 days of receipt.

3.5  Your Clerk reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the base rate from of Barclays Bank from the due date until the date of payment.

3.6  Any introductory rate, discount or offer applies for a maximum one-year contract period.  Following the first year of the contract, normal fees, rates and charges apply.

4.0  METHOD OF PERFORMING SERVICES

4.1  Your Clerk personnel are professionals who will use their own initiative as to the manner in which the Services are delivered provided that in doing so Your Clerk shall co-operate with the Client and comply with all reasonable and lawful instructions of the Client.

4.2  Your Clerk may provide Services at such times and on such days as Your Clerk shall decide but shall ensure that Your Clerk provides the Services on such days and at such times as are necessary for the proper performance of the Services.

4.3  The relationship between the parties is between independent companies acting at arm’s length and nothing contained in this Agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employer and employee between the parties or their personnel.

4.4  The Client must not approach Your Clerk personnel to offer a separate contract of employment or any other form of work without prior liaison with a director at Your Clerk.

4.5  Where the proper performance of the Services are dependent on the completion of tasks or services by third parties (including employees of the Client but excluding any substitute or sub contractor of Your Clerk), Your Clerk shall have no liability to the Client for any delay, non or partial performance of the Services arising from the delay or non or partial performance of such tasks by third parties.

4.6  Your Clerk provides service in a virtual environment and may provide the Services from such locations as are appropriate in Your Clerk’s judgement. When necessary the Client will provide Your Clerk with appropriate access to the Client’s facilities as is necessary for the effective conduct of the Services.

5.0  LIABILITY

5.1  Clerks are engaged by Your Clerk under contracts for services. They are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Clerk, whether willful, negligent or otherwise as though the Clerk was on the payroll of the Client. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff, including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Clerk during all Assignments.

5.2  The Client shall also advise Your Clerk of any Health and Safety matters about which Your Clerk is required to inform the Clerk. The Client will assist Your Clerk in complying with clerking duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by Your Clerk and the Client will not do anything to cause Your Clerk to be in breach of its obligations under these Regulations.

5.3  Where the Client requires, or may require, the services of a Clerk for more than the contracted hours, the Client must notify Your Clerk of this requirement before the commencement of the work. The Client shall indemnify and keep indemnified Your Clerk against any costs, claims or liabilities incurred by Your Clerk arising out of any Assignment and/or as a result of any breach of these Terms by the Client.

5.4  The Client shall furnish Your Clerk with sufficient information about the Services in order for Your Clerk to arrange for the Services to be carried out.

6.0 INTELLECTUAL PROPERTY

6.1  The Client acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Services shall belong to Your Clerk, including any documents or other works prepared by Your Clerk its staff and any substitutes and subcontractors.

7.0  TERMINATION

7.1  The Client undertakes to supervise the Clerk sufficiently to ensure the Client’s satisfaction with the Clerk’s standards of work. If the Client reasonably considers that the services of the Clerk are unsatisfactory, the Client may terminate the Assignment either by instructing the Clerk to leave the Assignment immediately, or by directing Your Clerk to remove the Clerk.

7.2  Either the Client or Your Clerk may terminate an Assignment or contract agreement by giving 30 days written notice. Charges apply to early termination of all contract agreements, which renew on 01 September, each year.  If we receive notice of termination up to 90 days after 01 September, 40% of the remaining contract value is payable.  If we receive notice of termination between 91 and 180 days after 01 September, 60% of the remaining contract value is payable.  If we receive notice of termination between 181 and 270 days after 01 September, 80% of the remaining contract value is payable.  If we receive notice of termination between 271 and 364 days after 01 September, 100% of the remaining contract value is payable.

8.0  GOVERNING LAW AND JURISDICTION

8.1  This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

9.0  ILLEGALITY

9.1  If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the remainder of the provisions shall continue in full force and effect provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend the modify the provisions and terms of this Agreement as necessary or desirable in the circumstances.

10.0  ENTIRE AGREEMENT

10.1  This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof.

11.0  FORCE MAJEURE

11.1  Your Clerk shall not be liable for any breaches of its obligations under this Agreement resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.

11.2  Your Clerk accepts that the Client shall not be liable for any breaches of its obligations to Your Clerk under its agreement with the Client resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.