Common use of Obligations of the Service Provider Clause in Contracts

Obligations of the Service Provider. 3.1. The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/19, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level 3.1.3. should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service 3.1.4. payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 2019. Included in the calculation are sixth form and nursery pupil numbers, where applicable 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

Obligations of the Service Provider. ‌ 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2023, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192021/22, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192022. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. 3.1. The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment Payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/19, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 2019. Included in the calculation are sixth form and nursery pupil numbers, where applicable 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020October 2013. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/192012/3, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192013. Included in the calculation are sixth form and nursery pupil is Sixth Form numbers, where applicable. 3.1.5. 3.1.6 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to 3.5 The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services cover his liabilities under this Agreement, (b) any defect in including without limitation, his liabilities under clause 3.4. The Service Provider shall upon reasonable request produce to the ServicesEstablishment a copy of the said insurance policy, and (c) any breach by a receipt for the payment of the current premium. For the avoidance of doubt the Service Provider shall be liable under all of any terms the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies with the provisions of this clause 3.5. 3.6 The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7 All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party or published without prior written consent of the School, such consent not to be unreasonably withheld. 3.8 The Service Provider undertakes that, in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the Establishment (the “Substitute”), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the Services.

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020October 2013. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/192012/3, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192013. Included in the calculation are sixth form and nursery pupil is Sixth Form numbers, where applicable. 3.1.5. 3.1.6 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘“Third Party Liabilities’”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clauseclause 3.3 provided that the liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4, shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of related incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5 The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4. The Service Provider shall upon reasonable request produce to the Establishment a copy of the said insurance policy, and a receipt for the payment of the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clause 3.4, whether or not he complies with the provisions of this clause 3.5. 3.6 The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7 All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party or published without prior written consent of the School, such consent not to be unreasonably withheld. 3.8 The Service Provider undertakes that, in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the Establishment (the

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider will deliver the service detail and the payment detail as per the Hoople Schools portal at the beginning of the term of this agreement. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been will be calculated based on the number of employees at each Establishment as at January 2020the October of each year of the term. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been will be based on the number of payment vouchers raised in 2018/19in the prior scholastic year, within a 10% tolerance level, for each year of the term. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been will be calculated based on the number of pupils at each Establishment as at the October 2019of each year of the term. Included in the calculation are sixth form and nursery pupil Sixth Form numbers, where applicable. 3.1.5. 3.1.6 Hoople reserves the right to increase the payment for services relating to the Xxxx by a margin of up to 3% in relation to the Capita element of the fees. 3.1.7 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request request, and the Service Provider agrees to provide provide, services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘“Third Party Liabilities’”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clauseclause 3.3 provided that the liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4, shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of related incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5 The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4. The Service Provider shall upon reasonable request 3.6 The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7 All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party or published without prior written consent of the School, such consent not to be unreasonably withheld. 3.8 The Service Provider undertakes that, in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the Establishment (the

Obligations of the Service Provider. ‌ 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2024, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192022/23, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192023. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. 3.1. The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 20202021. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/19, 2019/20 within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level 3.1.3. should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service 3.1.4. payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192020. Included in the calculation are sixth form and nursery pupil numbers, where applicable 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

Obligations of the Service Provider. 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2023, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192021/22, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192022. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020October 2013. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/192012/3, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192013. Included in the calculation are sixth form and nursery pupil is Sixth Form numbers, where applicable. 3.1.5. 3.1.6 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘“Third Party Liabilities’”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

Obligations of the Service Provider. ‌ 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2023, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192021/22, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192022. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. ‌ 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2024, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192022/23, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192023. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. ‌ 3.1. The Service Provider undertakes to provide the services as set out online outline within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Services Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment Payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included 2024, included in the calculation is a 5% tolerance. If , if employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. payment Payment for the Payments Management management service has been based on the number of payment vouchers raised in 2018/192022/23, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated states tolerance level. 3.1.3. should Should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.4. payment Payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 20192023. Included in the calculation are sixth form and nursery pupil numbers, where applicable. 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees feed by means of the functionality of the Hoople Schools portal. 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal Schools Buying Portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of the Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The standards the Service Provider undertakes to provide a detailed service level agreement (SLA), ) outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions actions, or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) , which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in including without limitation, clause 3.3 provided that the Services, and (c) any breach by liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4,shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5. The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4, the Service Provider shall upon reasonable request to produce to the Establishment a copy of the said insurance policy, and a receipt for the payment for the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clauseclause 3.4, whether or not he complies the provisions of this clause 3.5. 3.6. The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7. All communications and all information supplied to or obtained by the Service Provider in the of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation, or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party, or published without prior written consent of the Establishment, such as consent not to be unreasonably withheld. 3.8. The Service Provider undertakes that in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the establishment (the ‘Substitute’), provided that the provision of the Substitute shall be under a subcontract between the Service Provider and the Substitute and that the rights and obligations of the Service Provider under this Agreement in relation to the Establishment shall not be affected, nor shall the Establishment be under an obligation to pay any fees to the Substitute for the provision by him of the services.

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider will deliver the service detail and the payment detail as per the Hoople Schools portal at the beginning of the term of this agreement. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been will be calculated based on the number of employees at each Establishment as at January 2020the October of each year of the term. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been will be based on the number of payment vouchers raised in 2018/19in the prior scholastic year, within a 10% tolerance level, for each year of the term. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been will be calculated based on the number of pupils at each Establishment as at the October 2019of each year of the term. Included in the calculation are sixth form and nursery pupil Sixth Form numbers, where applicable. 3.1.5. 3.1.6 Hoople reserves the right to increase the payment for services relating to the Xxxx by a margin of up to 3% in relation to the Capita element of the fees. 3.1.7 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request request, and the Service Provider agrees to provide provide, services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘“Third Party Liabilities’”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

Obligations of the Service Provider. 3.1. 3.1 The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘“Services’”), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider will deliver the service detail and the payment detail as per the Hoople Schools portal at the beginning of the term of this agreement. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. 3.1.1 payment for services relating to employee numbers has been will be calculated based on the number of employees at each Establishment as at January 2020the October of each year of the term. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees. 3.1.2. 3.1.2 payment for the Payments Management service has been will be based on the number of payment vouchers raised in 2018/19in the prior scholastic year, within a 10% tolerance level, for each year of the term. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level. 3.1.3. 3.1.3 should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service. 3.1.43.1.4 payment for the Payroll services has been calculated based on the assumption that the Establishment will also order the full Staffing and Appointments service. The Service Provider cannot be constrained by the payment details on the website if the Establishment does not order both services. 3.1.5 payment for services relating to pupil numbers has been will be calculated based on the number of pupils at each Establishment as at the October 2019of each year of the term. Included in the calculation are sixth form and nursery pupil Sixth Form numbers, where applicable. 3.1.5. 3.1.6 Hoople reserves the right to increase the payment for services relating to the Xxxx by a margin of up to 3% in relation to the Capita element of the fees. 3.1.7 The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal. 3.2. 3.2 Should the Establishment request request, and the Service Provider agrees to provide provide, services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. 3.3 The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. 3.4 The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘“Third Party Liabilities’”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clauseclause 3.3 provided that the liability of the Service Provider to the Establishment under this Agreement, including without limitation, this clause 3.4, shall be limited to a maximum amount of £1,000,000 in respect of any one incident or series of related incidents and a maximum amount of £1,000,000 in respect of all and any incidents (whether or not related) arising during the term of this Agreement and in the annual aggregate. 3.5 The Service Provider shall take out and maintain during the term of this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to cover his liabilities under this Agreement, including without limitation, his liabilities under clause 3.4. The Service Provider shall upon reasonable request produce to the Establishment a copy of the said insurance policy, and a receipt for the payment of the current premium. For the avoidance of doubt the Service Provider shall be liable under all of the provisions of this Agreement, including without limitation, clause 3.4, whether or not he complies with the provisions of this clause 3.5. 3.6 The Service Provider shall promptly provide to the Establishment written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested. 3.7 All communications and all information supplied to or obtained by the Service Provider in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Establishment by the Service Provider in pursuance of his obligations shall be treated by the Service Provider as confidential and shall not be disclosed by him to any third party or published without prior written consent of the School, such consent not to be unreasonably withheld. 3.8 The Service Provider undertakes that, in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the Establishment (the