Business Directory Standard Terms

These Standard Terms are incorporated into the Agreement between ISBA and the Supplier in respect to the Supplier’s entry in the ISBA Business Directory (capitalised terms are defined below).

1. Definitions and interpretation

1.1 Definitions:

1.2 Except in respect of notices pursuant to clause 13.8, a reference to writing or written includes e-mail.

1.3 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.4 Any words following the terms including, include, in particular , for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Term

2.1 The term (Term) shall commence on the date of ISBA’s written acceptance of the Supplier’s application and end on the last day in December in any given year, subject to early termination in accordance with clause 7 or the parties agreeing to renew for an additional Term.

3. Obligations and Benefits

3.1 In consideration of the Supplier’s payment of the Fee and, providing the Supplier satisfactorily meets the Standards (and continues to do so), ISBA shall provide the Supplier with the Benefits for the Term.

3.2 The Supplier shall meet, and maintain during the Term, the following standards (Standards):

3.2.1 exercise the Benefits (and each of them) strictly in accordance with the terms of the Agreement and any reasonable instructions given by or on behalf of ISBA from time to time;

3.2.2 meet any qualifying criteria set by ISBA including ISBA’s satisfactory receipt of References;

3.2.3 maintain a reputation for providing a high level of service to clients in accordance with good industry practice; and

3.2.4 comply with all Applicable Laws.

3.3 ISBA retains discretion (acting reasonably) as to whether the Supplier is compliant with the Standards.

3.4 The Supplier shall promptly inform ISBA if a change in its circumstances has resulted or will result in it not being able to meet the Standards.

3.5 The Supplier warrants that any information it provides to ISBA, including in respect to information it provides for its entry in the Business Directory, is accurate and does not infringe any third-party rights.

3.6 The Supplier has no right to sub-license, assign or otherwise dispose of any of the  Benefits, including to its Affiliates, without ISBA's prior written consent.

4. Use of Marks and Intellectual Property Rights

4.1 The Supplier grants ISBA a non-exclusive, royalty-free licence to use the Supplier’s Marks during the Term for the purpose of providing the Benefits. The Supplier shall provide to ISBA, at the Supplier's expense, a copy of the Supplier's Marks in a format and within deadlines reasonably specified by ISBA.

4.2 All rights not expressly granted to the Supplier under this Agreement are reserved to ISBA. In particular, the Supplier is strictly forbidden from using ISBA’s name, logos and the ISBA Marks (other than as granted in the Benefits and in accordance with the Brand Guidelines only) without ISBA’s express prior written approval.

4.3 ISBA and the Supplier acknowledge that:

4.3.1 all rights in the Supplier Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Supplier and, save as expressly provided in clause 4.1, ISBA shall not acquire any rights in the Supplier’s Marks, nor in any developments or variations of them; and

4.3.2 all rights in ISBA’s name, logos and the ISBA Marks, including any goodwill associated with any of them, shall be the sole and exclusive property of ISBA and, save as expressly provided in the Benefits, the Supplier shall not acquire any rights in the ISBA Mark, including any developments or variations of it or them.

4.4 Each party shall:

4.4.1 not apply for registration of any part of the other party’s Marks or anything confusingly similar to the other party’s Marks as a trade mark for any goods or services;

4.4.2 use its reasonable endeavours to assist the other party in protecting their Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the other party’s Marks or title to the Marks; and

4.4.3 notify the other party of any suspected infringement of the other party’s Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the other party.

4.5 ISBA retains the right to change the ISBA Marks during the Term without liability to the Supplier if reasonably required to do so and the Supplier shall promptly replace its use of the old ISBA Marks with the new ISBA Marks and otherwise comply with ISBA’s instructions in relation to any such change. 

4.6 Each party warrants and undertakes to the other that it owns or is solely entitled to use its Marks and any other material supplied to the other party in connection to this Agreement and that the other party’s use of its Marks and material in accordance with the provisions of this Agreement shall not infringe the rights of any third party.

4.7 The Supplier agrees that the Benefits must not be used in any way, or in any context, to imply ISBA’s endorsement of the Supplier or its products, services or business.

5. Fee and payment

5.1 The Fee shall become due for payment on ISBA’s acceptance of the Supplier’s application or as otherwise out in the Order Form.

5.2 The Supplier shall pay the Fee within 14 days of receipt of a valid invoice from ISBA. Payment shall be made to the ISBA group entity specified on the invoice.

5.3 All sums payable under this Agreement are exclusive of any VAT that may be payable by either party.

6. Limitation of liability

6.1 Nothing in this Agreement shall limit or exclude a party's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or to the extent such limitation or exclusion is not permitted by applicable law.

6.2 Subject to clause 6.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

6.2.1 loss of revenue or anticipated revenue;

6.2.2 loss of savings or anticipated savings;

6.2.3 loss of business opportunity;

6.2.4 loss of profits or anticipated profits; or

6.2.5 any indirect or consequential losses.

6.3 Subject to clauses 6.1 and 6.2, ISBA’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall be limited to the Fee.

7. Termination

7.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

7.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

7.1.2 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

7.1.3 the other party: suspends, or threatens to suspend, payment of its debts or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with any of its creditors; or a petition is filed, a notice is given, a resolution is passed, or an order is made, in connection with the winding up of the other party; or the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7.2 ISBA may terminate the Agreement with immediate effect and without any liability by giving written notice to the Supplier if:

7.2.1 the Supplier, its servants or agents or licensees do anything which in the reasonable opinion of ISBA brings the Business Directory, ISBA Marks or reputation of ISBA into disrepute in any way, or if for whatever reason (in ISBA’s reasonable discretion) the association with the Supplier is harmful to ISBA’s reputation; or

7.2.2 there is a change of control of the Supplier.

7.3 ISBA may terminate the Agreement at any time on providing thirty (30) days written notice and refunding a proportion of the Fee paid by the Supplier on a pro-rata basis.  

8. Consequences of termination

8.1 On termination or expiry of this Agreement howsoever arising:

8.1.1 the Benefits granted by ISBA to the Supplier shall immediately terminate;

8.1.2 the Supplier shall immediately cease all use of the Benefits and shall not exercise the Benefits or use or exploit its previous connection with ISBA;

8.1.3 each party shall pay to the other any sums that are outstanding and to be accounted for under this Agreement; and

8.1.4 any provision of this Agreement which expressly or by necessary implication is intended to have effect after expiry or termination of the Agreement shall continue to have such effect for the intended further period.

8.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

9. Force majeure

9.1 No party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by a Force Majeure Event.

9.2 A party experiencing a Force Majeure Event shall give the other party full particulars of the circumstances and use all reasonable endeavours to resume performance as soon as possible.

10. Announcements

Except for any public announcements or communications (announcement) expressly permitted under the Benefits no party shall make, or permit any person to make, any announcement concerning the existence, subject matter or terms of the Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 11.2.

11.2 Each party may disclose the other party's confidential information:

11.2.1 to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this Clause 11; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

12. Anti-bribery

Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements) and maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

13. General

13.1 Assignment. ISBA may at any time assign or subcontract any or all its rights under this Agreement.

13.2 No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.3 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

13.4 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.6 Severance. If any provision or part-provision of the Agreement 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 shall not affect the validity and enforceability of the rest of the Agreement.

13.7 Entire agreement. The Agreement constitutes 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.

13.8 Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by recorded delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received:

13.8.1 if delivered by hand, on signature of a delivery receipt; or

13.8.2 at the time recorded by the delivery service,

except that this clause 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.

13.9 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

13.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Schedule 1
ISBA Marks and Brand Guidelines

Part 1
ISBA Marks

ISBA Directory Parter Mark

ISBA may also issues the ISBA Marks with the year relating to the Supplier’s entry into the Business Directory.

Part 2
Brand Guidelines

1. Use of the ISBA Marks is only allowed in respect to the Platinum Directory Package and only for the duration of the Term.

2. The ISBA Marks can only be reproduced in the format provided for the following purposes:

2.1 within the Supplier’s entry to the Business Directory;

2.2 in the Supplier’s email footer;

2.3 in any advertisement purchased in the Bursar’s Review magazine; and

2.4 the Supplier’s printed brochures/marketing materials,

and in each case ISBA reserves a right upon notice at any time to insist upon its approval of the reproduction of the ISBA Marks and/or the context within which they appear (and the Supplier agrees to make any reasonably requested changes to secure such approval).

3. The Supplier is not permitted to use the ISBA Marks on:

3.1 any website connected to the Supplier;

3.2 any social media accounts connected to the Supplier;

3.3 direct marketing correspondence.

4. Use of the ISBA Marks is only intended to demonstrate that the Supplier has purchased a listing in the Business Directory and must not be used in any way, or in any context, to imply ISBA’s endorsement of the Supplier or its products, services or business.

5. The ISBA Marks must only be used in the format provided and no variation to font or colours is permitted.

Schedule 2
Benefits

Directory Package

Benefits

Platinum Entry

Use of the ISBA Marks (as set out in Schedule 1).

Entry in the Business Directory in your chosen business category together with the option to also be listed in two other business categories in the Business Directory.

Supplier contact details published in the Business Directory and the option to add two other associated companies to the Supplier’s Business Directory entry.

Supplier’s company logo published in the Business Directory.

150-word company profile published in the Business Directory.

Annual subscription to the Bursar’s Review magazine (worth £19.99)

Ability to upload supporting documents to the Business Directory such as case studies, company testimonials and brochures.

Access to the Business Directory portal to directly amend Supplier details.

Opportunity to attend ISBA events (additional charges apply).

Premium Entry

Entry in the Business Directory in your chosen business category together with the option to also be listed in one other business category in the Business Directory.

Supplier contact details published in the Business Directory and the option to add one other associated company to the Supplier’s Business Directory entry.

Supplier’s company logo published in the Business Directory.

100-word company profile published in the Business Directory.

Annual subscription to the Bursar’s Review magazine (worth £19.99)

Ability to upload supporting documents to the Business Directory such as case studies, company testimonials and brochures.

Access to the Business Directory portal to directly amend the Supplier details

Essential Entry

Entry in the Business Directory in your chosen business category

Supplier contact details published in the Business Directory.

Supplier’s company logo published in the Business Directory.

75-word company profile published in the Business Directory.

Annual subscription to the Bursar’s Review magazine (worth £19.99)

Schedule 3
Reference

The ISBA Business Directory is an online resource of relevant independent school suppliers. The Directory can be accessed at https://isba-referencelibrary.org.uk/BusinessDirectory/Index

To maintain the Directory’s quality ISBA requires suppliers to provide satisfactory references from its existing clients. ISBA has been provided with your details by the supplier listed below in respect to providing a reference.

We would be very grateful if you could provide a reference in the format below. ISBA will treat your reference confidentially and in accordance with its privacy notice available at: https://isba-referencelibrary.org.uk/About/PrivacyPolicy

Supplier’s details:

Referee’s name:

Referee’s contact details:

Email:

Phone number:

Referee’s school or business:

Referee’s role at the school or business:

Referee’s professional relationship with the Supplier:

(please include length of relationship and type of services received)

Reference

(please include any relevant details that ISBA should take into account in deciding whether the Supplier is suitable to be advertised in ISBA’s Business Directory)