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Application and entire agreement


  1. These Terms and Conditions apply to the provision of the services in our quotation (Services) by Make A Difference Education Limited (MADed) a company registered in England and Wales under number 11014706; herein known after as The Contractor; whose registered office is at Sidings House, Sidings Court, Lakeside Doncaster South Yorkshire DN4 5NU (we or us) to the person buying the services (you); herein known after as The Client.

  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earliest) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

  3. You acknowledge that you have not relied on any statement, or promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade custom, practice or course of dealing.



  1. A ‘business day’ means any other day other than a Saturday, Sunday or bank holiday in England and Wales.

  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

  3. Words imparting the singular number shall include the plural and vice versa.



  1. We warrant that we will use reasonable care and skill in our performance of the Services which comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and will notify you if this is necessary.

  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

  3. These Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.


Your obligations

  1. You must obtain permission, consents, licences or otherwise that we need and must give us access to all relevant information, materials, properties and any other matters which we need to provide Services.

  2. If you do not comply with clause 10, we can terminate the Services.

  3. We are not liable for any delay or failure to provide Services if this is caused by your failure to comply with provisions of this section (Your obligations).



  1. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

  2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses b) the cost of services provided by third parties and required by us for the performance of the Services c) the cost of any materials required for the provision of the Services.

  3. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of the performance or such other rate as may be agreed between us. The provisions of clauses 14 also apply to these additional services.

  4. The Fees are of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.


Cancellation and amendment 

  1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn)

  2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of a quotation.

  3. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in Fees and invoiced to you.

  4. If you notify MADed in writing (by email or post) you are entitled to cancel any booking under the following terms only:

a) Over 20 working days before service commencement, no fees are payable

b) 11 – 20 working days prior to service commencement, a charge of 50% of the fee will be payable

c) Less than 10 working days prior to service commencement client would be subject to full fees. 

d) No refund of fees is permitted in the case of delegates failing to attend

If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we must make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.



We will invoice you for payment of the Fees either

a) when we have completed the Services; or 

b) on the invoice dates set out in the quotation.


  1. You must pay the fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

  2. Time for payment shall be of the essence of the Contract

  3. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the set period set out above, we will charge you interest at a rate of 4.75% per day above the base lending rate of the Bank of England until payment is received in full.

  4. All payments due under these Terms and Conditions must be made in full without deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole part.

  5. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future service which have been ordered by, or otherwise arranged by you.

  6. Receipts for payment will be issued by us only at your request

  7. All payments must be made in British pounds unless agreed in writing between us


Sub-Contracting and assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all our obligations to any third party

  2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your right or obligations under these Terms and Conditions



  1. We can terminate the provision of the Services immediately if you:

a) commit a material breach of your obligations under these Terms and Conditions; or 

b) fail to pay any amount due under the Contract on the due date for payment; or

c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or 

d) enter into voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or 

e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of you, notice of intention to appoint and administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 24 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency 


Intellectual property

  1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.


Liability and indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and not in tort or misrepresentation or otherwise, shall be limited as set out in this clause

  2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

  3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or performance of any of our other obligations under these Terms and Conditions or the quotation for:

a) any indirect, special or consequential loss, damage, costs or expenses or; 

b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claim; or 

c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or  

d) any losses caused directly or indirectly by any failure or breach in relation to your obligations; or 

e) any losses arising directly or indirectly from the choice of Service and how they will meet your requirements or your use of Services or any goods supplied regarding the Services.


4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or our agents or employees.

5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.


Circumstance beyond a party’s control

  1. Neither of us is liable for any failure or delay in performing our obligation where such failure results from any cause that is beyond the reasonable control of that party. Such causes included, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.



  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of the party giving notice (or duly authorised officer of that party).

  2. Notices shall be deemed to have been duly given:

a) when delivered, if delivered by a courier or other messenger (including registered mail) during the normal business hours of the recipient; 

b) when sent, if transmitted by fax or email and successful transmission report or return receipt is generated; 

c) on the fifth business day following mailing, if mailed by national ordinary mail; or 

d) on the tenth business day following mail, if mailed by airmail


3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.


No waiver

  1. No delay or act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy



  1. If one or more of these Terms and Condition is found to be unlawful, invalid or otherwise unenforceable, that/ those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).


Law and jurisdiction 

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to exclusive jurisdiction of English and Welsh courts.


Data Protection

  1. With respect to the Parties' rights and obligations under this agreement, the Parties agree that the Client is the Data Controller and that the Contractor is the Data Processor.


  2. The Parties acknowledge their respective obligations arising under the DPA and must assist each other as necessary to enable each other to comply with these obligations.


The Contractor undertakes to: 

  1. Treat as confidential all Personal Data which may be derived from or be obtained during the contract or which may come into the possession of the Contractor or an employee, servant or agent or sub-contractor of the contractor as a result or regarding the contract; and;

  2. Provide all necessary precautions to ensure that all such information is treated as confidential by the Contractor, his employees, servants, agents or sub-contractors; and

  3. Ensure that he, his employees, servants, agents and sub-contractors are aware of the provisions of the Data Protection Act 1998 and that any personal information obtained from the Client shall not be disclosed or used in any unlawful manner; and

  4. Indemnify the Client against any loss arising under the Data Protection Act 1998 caused by any action, authorised or unauthorised, taken by himself, his employees, servants, agents or sub-contractors.

  5. Notwithstanding the general obligation where the Contractor is processing Personal Data (as defined by the DPA) as a Data Processor for the employer the Contractor shall:

  6. Process the Personnel Data only in accordance with instructions from the employer (which may be specific instructions or instructions of a general nature) as set out in this Contract or as otherwise notified by the Contracting Authority;

  7. Comply with all applicable laws;

  8. Process the Personal Data only to the extent; and in such manner as is necessary for the provision of the Provider’s obligations under this Contract or as is required by Law or any Regulatory Body;



Where a complaint is received about the standard of Services or about the way any Services have been supplied; or work has been performed, or about the materials or procedures used; or about any other matter connected with the performance of the Contractor’s obligations under the Contract, then the Client shall be entitled to investigate the complaint in accordance with the contract monitoring and management procedures.


If the Client is of the reasonable opinion that there has been a material breach of the Contract by the Contractor, then the Client may, without prejudice to its rights do any of the following:


  • Without terminating the Contract, itself supply or procure the supply of all or part of the Services until the Contractor shall have demonstrated to the reasonable satisfaction of the Client that the Contractor will once more be able to supply all or such part of the Services in accordance with the Contract;

  • If the Contractor fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Client shall instruct the Contractor to remedy the failure and the Contractor shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within 10 Working Days.


  • The Contractor fails to comply, and the failure is materially averse to the interests of the Client or prevents them from discharging a statutory duty; or

  • the Contractor persistently fails to comply the Client may terminate the Contract with immediate effect by notice in writing.


  • The Client fails to provide the Contractor with such circumstances in order that the Contractor can reasonably perform his duties, the Client shall be given 30 days to remedy the position.

  1. In such circumstances, the Client shall maintain the contract and any payments due

  2. Should the employer fail to remedy the position within the 30-day period the Contractor shall be entitled to terminate the Contract and recover any reasonable losses and or expenses incurred by the Contractor.

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