Qualsafe Awards Terms and Conditions for Accreditation Services
Qualsafe Awards is an awarding organisation
1 Definitions and interpretation
“Accreditation Services” means the services to be supplied by Qualsafe Awards to the Centre in relation to the Centre (including without limitation where applicable specific Centre Trainers, Assessors and/or Internal Quality Assurers) becoming Accredited. For the avoidance of doubt, no guarantees are given that performance of the Accreditation Services will result in the Centre complying with the Accreditation Criteria and/or becoming
“Accreditation Criteria” means the standards, qualifications and other criteria which the Centre must meet to Qualsafe Awards’ satisfaction in order to be eligible to become Accredited and, where applicable, in order to retain
Accredited status, as detailed in the Centre Handbook, Qualification Specification (both of which shall be supplied to the Centre) and/or such other document as Qualsafe Awards may supply from time to time;
(a) in respect of a Centre, that it has met the relevant Accreditation Criteria and has formally been granted Qualsafe Awards Accredited status; and/or
(b) in respect of a Trainer, Assessor and/or Internal Quality Assurer, that the individual has met the relevant Qualsafe Awards criteria in respect of a specific Qualification and has formally been granted Qualsafe Awards
Accredited status in respect of delivery of such Qualification at a Centre venue;
“Application” means an application submitted by the Centre to Qualsafe Awards in respect of the supply of Accreditation Services, such application to be submitted using the Application Form;
“Application Form” means the Qualsafe Awards Application Form on which the Application must be submitted;
“Certificate” means a Certificate supplied by Qualsafe Awards to the Centre (subject to payment of the relevant Fee) to confirm a Learner’s successful completion of a Qualification;
“Centre” means the person, company or other body that submits an Application to Qualsafe Awards in respect of the Accreditation Services;
“Centre Agreement” means the Centre agreement entered into by Qualsafe Awards and the Centre;
“Conditions” means these terms and conditions as amended from time to time in accordance with Condition 16.3;
“Contract” means the contract between Qualsafe Awards and the Centre in respect of the supply of Accreditation Services, formed by Qualsafe Awards’ acceptance of the Centre’s Application (which, however made or communicated, shall be deemed given subject to these Conditions). For the avoidance of doubt, acceptance of the Application does not mean that the Centre meets the Accreditation Criteria;
“Evidence” means any and all evidence, properties, information and other material required by Qualsafe Awards from the Centre in connection with the Accreditation Services or the Accreditation Criteria including without limitation evidence of relevant qualifications, achievement of learning outcomes and insurance as applicable;
“Fees” means the fees payable by the Centre to Qualsafe Awards in respect of the Accreditation Services, as detailed on the Qualsafe Awards website or as otherwise specifically agreed in writing and payable in accordance with Condition 7 below;
“Intellectual Property” means all patents, rights to inventions, copyright and related rights, trade marks, trade names, copyrights in designs and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
“Learner(s)” means a person who is registered for (or commenced) taking a qualification and who will be assessed as part of that qualification;
“Qualification” means a training course in a specific subject operated by the Centre and delivered by an Accredited Trainer and/or Assessor with the intention of Learners meeting specific learning outcomes, leading to the issue of a Certificate by Qualsafe Awards;
“Qualsafe Awards” means Qualsafe Limited of City View, 3 Wapping Road, Bradford BD3 0ED, registered in England and Wales with Company No. 4001868, trading as Qualsafe Awards; and
“Qualsafe Awards Centre Logo” means the Centre specific logo comprising the Qualsafe Awards branding and the Centre registration number, such logo to be issued to a Centre once it is Accredited;
“Qualsafe Awards Materials” means any and all hand-outs, lesson plans, PowerPoint presentations, instructor support materials, course assessments, manuals, information and other instructional materials provided by Qualsafe Awards to the Centre in respect of being Accredited and/or a specific Qualification but specifically excludes any Certificates;
“Regulated Activity” means in relation to children the same meaning as set out in Part 1 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006 and in relation to vulnerable adults shall have meaning as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006; and
“Regulated Activity Provider” means shall have the same meaning as set out in section 6 of the Safeguarding Vulnerable Groups Act 2006.
2 Supply of the Accreditation Services
2.1 The Contract shall be deemed to have been entered into upon receipt of Qualsafe Awards’ written Application acknowledgement or when Qualsafe Awards commences performance of the Accreditation Services, whichever is the earlier. All Accreditation Services are supplied subject to these Conditions and the Centre Agreement. These Conditions and the Centre Agreement shall be the sole terms and conditions applicable to the provision of the Accreditation Services. In the event of a conflict between these Conditions and the Centre Agreement, the terms and conditions in these Conditions shall prevail. Terms and Conditions on the Centre’s order form or other similar document shall not be binding on Qualsafe Awards and the submission of an Application by the Centre shall indicate unqualified acceptance of these Conditions.
2.2 No representative, agent or other person has Qualsafe Awards’ authority to vary, amend or waive any of these Conditions on behalf of Qualsafe Awards and no amendment or addition to any of these Conditions shall be deemed to have been accepted unless accepted in writing by a Director of Qualsafe Awards.
3 Qualsafe Awards’ obligations
3.1 In consideration of the Centre paying Qualsafe Awards the relevant Fees, Qualsafe Awards agrees to provide the Accreditation Services to the Centre in accordance with these Conditions.
3.2 Qualsafe Awards shall:
a) provide the Accreditation Services using reasonable skill and care;
b) where applicable, comply with all relevant codes of practice; and
c) use reasonable endeavours to maintain its relevant regulator accreditations (including, without limitation, its Ofqual accreditation).
3.3 Subject to Condition 6, where the Centre is awarded Accredited status, Qualsafe Awards shall supply the relevant Qualsafe Awards Materials to the Centre as relate to such Accredited status.
3.4 Qualsafe Awards shall use reasonable endeavours to meet any reasonable dates for performance of the Accreditation Services as detailed in the Application Form but time shall not be of the essence of the Contract.
3.5 Where key dates and/or milestones are agreed between the parties in writing in advance, if Qualsafe Awards becomes aware that it is unable to meet or is likely to be unable to meet any one or more of such key dates, it shall notify the Centre as soon as reasonably practicable stating the reasons for such delay.
3.6 The Centre acknowledges and agrees that Qualsafe Awards’ ability to provide the Accreditation Services is dependent on the full and timely cooperation of the Centre.
3.7 If Qualsafe Awards’ performance of its obligations under the Contract is prevented or delayed by any act or omission of the Centre, its agents, sub-contractors, employees or other representatives (including without limitation its Trainers and/or Assessors), then notwithstanding anything to the contrary in these Conditions:
a) Qualsafe Awards shall not be liable for any costs, charges or losses incurred by the Centre in respect of any such failure to perform such obligation or any such prevention or delay; and
b) any time for performance of any such obligation shall be reasonably extended by the period of such prevention or delay.
3.8 Qualsafe Awards does not warrant or give any guarantees that the Accreditation Services will be fit for purpose and it shall be for the Centre to determine that the Accreditation Services are fit for the Centre’s purpose prior to submitting an Application.
4 The Centre’s obligations
4.1 The Centre acknowledges and agrees that Qualsafe Awards shall be under no obligation to award the Centre Accredited status, including without limitation in respect of a specific course. Accredited status shall be granted by Qualsafe Awards in its absolute discretion.
4.2 As part of the Accreditation Services the Centre shall be required to:
a) provide such Evidence and access to documents, records, data, staff (including Trainers, Assessors and Internal Quality Assurers), third parties, sub-contractors, Learners, premises, satellite centres and/or any other resource required by Qualsafe Awards as Qualsafe Awards may request, in its absolute discretion including without limitation, as necessary to investigate any malpractice, maladministration or fraud by the Centre or any of its Trainers, Assessors and/or other staff;
b) upon becoming Accredited, at all times comply strictly with the Accreditation Criteria;
c) ensure ongoing compliance of the Accreditation Criteria by any and all of its Accredited Trainers, Assessors and/or Internal Quality Assurers; and
d) ensure that its activity and/or that of its staff do not do anything which brings, or in which in Qualsafe Awards’reasonable opinion could bring, the Centre and/or Qualsafe Awards’ reputation into disrepute
4.3 The Centre shall:
a) provide in a timely manner all such Evidence and other information as may be requested by Qualsafe Awards;
b) ensure that the Evidence is at all times:
i. accurate and complete in all material respects;
ii. up to date; and
iii. does not infringe any third party’s Intellectual Property; and
c) at all times be liable to Qualsafe Awards for the acts and omissions of the Centre’s employees, agents and other representatives (including without limitation Trainers and Assessors) and/or their failure to comply with the Accreditation Criteria, in whole or in part;
d) obtain and maintain all necessary licenses and consents relating to the use of Evidence prior to the commencement of the Accreditation Services;
e) grant Qualsafe Awards all licenses necessary or desirable in order for Qualsafe Awards to use the Evidence in respect of the Accreditation Services which includes, without limitation, use in the investigation and reporting of any malpractice, maladministration or fraud by the Centre or any of its Trainers, Assessors and other staff to its regulators or other Awarding Organisations; and
f) comply with any and all applicable laws, regulations, codes of conduct, guidance and rules with respect to the Centre’s activities under the Contract, including without limitation the Data Protection Act 1998 and the General Conditions of Recognition issued by Ofqual and all subsequent versions of that document; and
g) purchase £475.00 worth of Qualsafe Awards Qualifications within the period commencing the delivery of its first Qualsafe Awards Qualification and in each 12 month period thereafter during the term of this Agreement (the “Minimum Purchases”). If the Centre fails to purchase the Minimum Purchases in any relevant 12 month period Qualsafe Awards shall be entitled to charge the Centre such additional reasonable Fees as it may determine its sole discretion. For the avoidance of doubt, the Centre shall not be entitled to roll-over Minimum Purchases in excess of £475.00 from one 12 month period to another.
4.4 The Centre shall indemnify Qualsafe Awards and keep it fully indemnified in respect of any loss, cost, claim, damages and/or expense incurred by Qualsafe Awards in connection with any breach of Condition 4.3(f) by the Centre and/or any of the Centre’s employees, agents or other representatives (including without limitation its Trainers and Assessors), in whole or in part.
4.5 The Centre acknowledges and agrees that it shall be the Centre’s responsibility to verify the validity and accuracy of any and all information, qualifications and other materials provided by a Trainer, Assessor and/or Internal Quality Assurer prior to providing such to Qualsafe Awards.
4.6 The Centre shall:
a) provide all reasonable cooperation to Qualsafe Awards in all matters in respect of the Accreditation Services;
b) provide reasonable guidance to Qualsafe Awards regarding the Centre’s business practices which may affect the Accreditation Services;
c) upon reasonable notice, provide Qualsafe Awards with access to the Centre’s premises, Trainer, Assessor and/ or Internal Quality Assurer from time to time; and
d) unless otherwise agreed, be responsible for obtaining all necessary approvals and permissions relating to the use by it and its Trainers/Assessors of the Qualsafe Awards Materials.
5 Accredited status
5.1 Subject to Condition 5.3 below and/or earlier termination in accordance with these Conditions, where the Centre is granted Accredited status, the Centre shall retain its Accredited status provided it complies with the on-going requirements detailed in the Centre handbook the Qualification specification and/or any other document as Qualsafe Awards may supply from time to time (“Centre Requirements”).
5.2 Qualsafe Awards shall be entitled to charge the Centre a Fee in the event that the Centre loses and subsequently wishes to re-activate its Accreditation.
5.3 Where the Centre is awarded Accredited status, the Centre acknowledges and undertakes that it shall and shall procure that its employees and agents (including without limitation Trainers and Assessors) shall:
a) at all times ensure that it is very clear to all third parties, including without limitation Learners, the fact that neither the Centre, nor any of its Trainers or Assessors, are directly accredited by the relevant regulator in any way in their own right, which shall include without limitation, incorporating sufficient notices and statements to such effect on its website, stationery, documentation and other materials;
b) not at any time advertise, operate or otherwise offer any Qualification to a third party until the Centre has received and only during the period the Centre maintains Accredited status in respect of such specific Qualification; and
c) ensure that each and every Trainer, Assessor and/or Internal Quality Assurer who receives Accredited status in respect of a Qualification, at all times meets the requirements detailed in the Qualification specification and other authorisations which formed part of the relevant Accreditation Criteria and keeps such up to date and current.
5.4 The Centre shall indemnify Qualsafe Awards and keep it fully indemnified in respect of any loss, cost, claim, damages and/or expenses incurred by Qualsafe Awards in connection with any breach of Condition 5.3 by the Centre and/or any of the Centre’s employees, agents or other representatives (including without limitation Trainers and Assessors), in whole or in part.
6 Qualsafe Materials and Qualifications
6.1 Subject to Conditions 6.2(a), 6.2(c) and Condition 8 below, where the Centre receives Accredited status in respect of a Qualification, Qualsafe Awards permits the Centre’s Accredited Trainers and/or Assessors, as applicable, use of the Qualsafe Awards Materials when delivering the Qualification to third parties.
6.2 The Centre:
a) shall only use Accredited Trainers and/or Assessors to deliver the Qualification to Learners;
b) shall not and shall ensure none of its Accredited Trainers or Assessors use any materials in respect of a Qualification, other than the applicable Qualsafe Awards Materials for the relevant Qualification, without obtaining Qualsafe Awards prior written consent to any and all such materials;
c) acknowledges and undertakes that in respect of any and all Accredited Qualifications, the Centre must use and must ensure all its Accredited Trainers and Assessors follow the Qualsafe Awards assessment requirements;
d) ensure each and every Learner is made aware of Qualsafe Awards Centre Training Commitment and in particular the complaints procedure at the beginning of each Qualification (a copy of the Training Commitment will be provided to the Learner on request);
e) acknowledges and agrees that at the end of every Qualification, the Centre must provide a Learner Feedback Form in such form as Qualsafe Awards may request (“Feedback Form”) to each Learner undertaking the Qualification and collect a completed Feedback Form from such Learner;
f) store, in a safe place, all completed Feedback Forms, assessment paperwork and Evidence and provide such to Qualsafe Awards in the event of an audit performed in accordance with Condition 9 below; and
g) shall immediately notify Qualsafe Awards of any unauthorised access or use of the Qualsafe Awards Materials, including without limitation, assessment paperwork.
6.3 The Centre shall indemnify Qualsafe Awards and keep it fully indemnified in respect of any loss, cost, claim, damages and/or expenses incurred by Qualsafe Awards in connection with any breach of Condition 6.2 by the Centre and/or the Centre’s employees, agents and other representatives (including Trainers and/or Assessors), in whole or in part.
7 Rates and payment
7.1 The Centre shall pay Qualsafe Awards the Fees. The Fees are exclusive of VAT.
7.2 The Centre acknowledges and agrees that:
a) the Fees shall be payable within 30 days of invoice, unless otherwise agreed by Qualsafe Awards in writing;
b) Qualsafe Awards shall be entitled to charge additional Fees in respect of the supply of Accreditation Services, as detailed on the Qualsafe Awards website, including but not limited to charges for printing of Certificates, Centre auditing visits and amendments to Certificates.
7.3 Time of payment shall be of the essence of the Contract.
7.4 Without prejudice to any other rights or remedy that it may have, if the Centre fails to pay Qualsafe Awards on the due date Qualsafe Awards may:
a) charge interest on any amounts overdue at the rate of 4% per annum above the base rate of the Bank of England as applying from time to time to run from the due date for payment until receipt by Qualsafe Awards of the full amount whether or not after judgment and without prejudice to any other right or remedy of Qualsafe Awards; and/or
b) suspend delivery of the Accreditation Services and/or Certificates, as applicable; and/or
c) revoke the Centre’s Accredited status, in whole or in part, on either a temporary or permanent basis.
7.5 No payment shall be deemed to have been received until Qualsafe Awards has received the Fees in cleared funds.
7.6 All payments payable to Qualsafe Awards under the Contract shall become due immediately on its termination despite any other provision.
7.7 The Centre shall make all payments due under the Contract in full without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.
7.8 Qualsafe Awards shall be entitled to vary the Fees:
a) at any time prior to the Contract being formed, subject to notifying the Centre in writing before the Contract is formed; and/or
b) at any time, subject to notifying the Centre in advance.
8 Intellectual Property rights
8.1 The Centre acknowledges that any and all Intellectual Property in and relating to the Qualsafe Awards, Qualsafe Awards’ business and/or the Qualsafe Awards Materials belong solely to Qualsafe Awards and shall remain entirely in the ownership of Qualsafe Awards. Nothing said or done by either party shall constitute the transfer of any such rights.
8.2 Subject to Condition 8.1 above and Conditions 8.5 and 8.6 below, where the Centre obtains Accredited status Qualsafe Awards hereby grants the Centre a non-exclusive, revocable, royalty free licence to use the Qualsafe Awards Centre Logo for the duration of the Contract strictly for the purpose of delivering the Qualifications (such permitted use to include using the logo on any letterhead, marketing and promotional materials or the Centre’s website but not on any Certificate). The Centre shall provide Qualsafe Awards with copies of any materials containing the Qualsafe Awards Centre Logo and any other materials referring to Qualsafe Awards on request. For the avoidance of doubt, nothing in this Condition 8.2 shall permit the Centre to use any logo or trademark of Qualsafe Awards’ other than the Qualsafe Awards Centre Logo.
8.3 The Centre hereby grants Qualsafe Awards a non-exclusive, royalty-free licence to use the Centre’s name, logos, trademarks and other Intellectual Property (the “Centre IP”), for the duration of the Contract for any purpose, including without limitation for the purpose of Qualsafe Awards applying the Centre’s name to Certificates.
8.4 The Centre shall indemnify Qualsafe Awards and keep it fully indemnified in respect of any loss, cost, claim, damages and/or expenses incurred by Qualsafe Awards in connection with its use of the Centre IP, in whole or in part.
8.5 On termination of the Contract for any reason, the Centre shall return to Qualsafe Awards or, at Qualsafe Awards’ request, destroy all hard copies of Qualsafe Awards Materials, shall ensure that any copies of the Qualsafe Awards Materials on hard discs or other storage means associated with any computer equipment owned or controlled by the Centre are permanently deleted and shall immediately cease to use the Qualsafe Awards Centre Logo.
8.6 For the avoidance of doubt, the Centre acknowledges and agrees that all Certificates must at all times be produced and printed by Qualsafe Awards only, and the Centre shall not attempt to print or issue their own certificates with any Qualsafe Awards branding, logo or other mark of identification (including, without limitation, the Qualsafe Awards Centre Logo).
9 Audits & complaints
9.1 The Centre acknowledges and agrees that as part of the Accreditation Services, Qualsafe Awards shall be entitled to perform audits of the Centre, its staff (including its Trainers, Assessors and Internal Quality Assurers), its Accredited Qualifications and its training venues.
9.2 The Centre agrees and undertakes that it shall provide all reasonable assistance to Qualsafe Awards and/or its nominated External Quality Assurer (“External Quality Assurer”) in respect of an audit, including without limitation providing in a timely manner all documentation requested and access to the Centre’s training venues.
9.3 The Centre undertakes that it shall fully investigate and comply with the complaints procedure as detailed in the Qualsafe Awards Training Commitment, Centre Handbook and any other document as may be supplied by Qualsafe Awards from time to time.
9.4 In the event that the Centre notifies Qualsafe Awards of a complaint and/or Qualsafe Awards at any time receives or otherwise becomes aware of a complaint from a third party in relation to the Centre and/or any of its Qualifications, the Centre shall and shall procure that all its employees and agents (including without limitation Trainers, Assessors and Internal Quality Assurers) shall provide Qualsafe Awards with all assistance and access necessary or desirable to assist Qualsafe Awards to investigate and, where appropriate, deal with the complaint.
9.5 The Centre grants Qualsafe Awards, its External Quality Assurer and other agents and employees an irrevocable licence at any time to enter any premises where the Qualifications are delivered and/or Qualsafe Awards Materials or Evidence are or may be stored in order to inspect them, or, where the Centre has not acquired ownership of the Qualsafe Awards Materials to recover them.
10.1 The Centre undertakes and warrants that it has obtained at its own cost all the necessary permissions, certificates, licences, permits and consents required by statute or any order or regulation made thereunder or by any registration or by-law of any local authority in respect of delivery of the Qualifications, including but not limited to any licences or registrations necessary to comply with the Data Protection Act 1998 and to disclose information concerning the Centre, its Trainers, Assessors, other staff and Learners to Qualsafe Awards’ regulators and to other awarding organisations.
11 Change control procedure
11.1 In the event that the Centre wishes to make any changes to any aspect of the Contract, it must notify Qualsafe Awards of such changes in writing (“Change Request”).
11.2 On receipt of a Change Request Qualsafe Awards will, within 14 days, notify the Centre in writing as to whether it accepts the Change Request and if it is willing to accept the Change Request will notify the Centre of the increase or decrease of the cost and the relevant changes that need to be made to the Contract. Qualsafe Awards is under no obligation to accept any changes.
12.1 This Condition 12 sets out the entire financial liability of Qualsafe Awards (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Centre in respect of: any breach of the Contract;
any use made by the Centre of the Accreditation Services, including without limitation Qualsafe Awards Materials; any use made or supply onwards by the Centre of any Qualsafe Awards Materials; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
12.2 Nothing in these Conditions limits or excludes the liability of Qualsafe Awards for: death or personal injury resulting from Qualsafe Awards’ negligence; or for any damage or liability incurred by the Centre as a result of fraud or fraudulent misrepresentation by Qualsafe Awards.
12.3 Except as set out in these Conditions all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 Subject to Condition 12.2:
a) Qualsafe Awards shall bear no responsibility and fully excludes all liabilities in respect of how the Centre uses the Qualsafe Awards Materials;
b) Qualsafe Awards shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
c) Qualsafe Awards’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to:
i. Where the breach relates to Accreditation Services in respect of a specific Qualification:
A) to the Fee paid or payable by the Centre in respect of the defective Accreditation Services relating to such Qualification, from the commencement date of such Accreditation Services to the date of the breach or to £1000, whichever is the greater; or
B) where the Accreditation Services in respect of such Qualification continue for a period greater than 12 months, to the amount of Fee paid or payable in respect of the defective Accreditation Services in the 12 months prior to the date of the breach or;
ii. Where the breach relates to Accreditation Services in respect of the Centre itself becoming Accredited (and not in relation to a specific Qualification):
A) to the Fee paid or payable by the Centre in respect of the defective Accreditation Services from the commencement date of such Accreditation Services to the date of the breach or to £1000, whichever is the greater; or
B) where the Accreditation Services continue for a period greater than 12 months, to the amount of Fee paid or payable in respect of the defective Accreditation Services in the 12 months prior to the date of the breach; or
iii. Where the breach does not fall within the scope of Conditions 12.4 (c)(i) or 12.4 (c)(ii) above to £1000.
13.1 The Centre shall at all times keep secret and confidential all Intellectual Property and technical or commercial know-how, specifications, inventions, processes, initiatives, business and trade secrets, methods of doing business, customer lists and all other information of a confidential nature (including without limitation the Qualsafe Awards Materials and Qualification assessment papers) which have been disclosed to the Centre or the Centre’s employees, agent or other representatives (including without limitation Trainers and/or Assessors) by Qualsafe Awards, its employees, agents or sub-contractors and any other confidential information concerning Qualsafe Awards’ business or its products which the Centre may obtain. The Centre shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Centre’s obligations to Qualsafe Awards, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Centre.
13.2 The above Condition 13.1 shall not apply to confidential information which:
a) is or comes into the public domain without any breach of the Contract or any other undertaking to keep it confidential; or
b) subsequently enters the public domain otherwise than as a result of unauthorised disclosure by the Centre or any other person
13.3 This Condition 13 shall survive termination of the Contract, however arising.
13.4 The Centre shall indemnify Qualsafe Awards and keep it fully indemnified in respect of any loss, cost, claim, damages and/or expense incurred by Qualsafe Awards in connection with any breach of Condition 13 by the Centre and/or any of the Centre’s employees, agents or other representatives (including without limitation its Trainers and Assessors), in whole or in part.
14.1 Without prejudice to any rights already accrued to a party prior to the date of termination, either of the Centre or Qualsafe Awards may (without prejudice to any other rights) forthwith terminate the Contract by written notice to the other:
a) if the other commits a material breach of any provision of the Contract which is not capable of remedy;
b) if the other commits a material breach of any provision of the Contract which is capable of remedy and fails to remedy such breach within 30 days of receipt of a notice from the innocent party specifying the breach; or
c) if the other party becomes bankrupt, insolvent, compounds with its creditors or shall have distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a bona fide reconstruction) or shall have a receiver, administrative receiver or administrator appointed of the whole or any part of its assets or shall suffer the appointment of any similar person under the laws of its domicile.
14.2 Qualsafe Awards may terminate the Centre’s Accredited status, in whole or in part (including without limitation in respect of a specific Qualification) with immediate effect where:
a) Qualsafe Awards for any reason is no longer able to offer Accreditation Services;
b) the Centre at any time:
i) does not comply with any requirements reasonably placed on the Centre, including but not limited to the Centre Requirements and the Qualsafe Awards Training Commitment;
ii) does not meet the Accreditation Criteria in all respects;
iii) does not have the necessary number of Accredited Trainers, Assessors and/or Internal Quality Assurers in respect of a Qualification;
iv) is, in Qualsafe Awards’ reasonable opinion, putting Qualsafe Awards’ accreditations at risk due to the acts or omissions of the Centre and/or those of the Centre’s agents or employees; and/or
v) is, in Qualsafe Award’s reasonable opinion, carrying out any act or making any omission which damages or brings Qualsafe Awards’ reputation into disrepute.
14.3 Following the expiry or termination of this Contract for any reason: should Qualsafe Awards discover that any Qualsafe Awards Certificates have been wrongly issued to Learners (whether by reason of the Trainer and/or Assessor not being Accredited or otherwise), the Centre shall comply with Qualsafe Awards’ requests to rectify such incorrect certificates, including but not limited to providing the contact details for any relevant Learners; shall retain copies of all records and materials relating to its rights and obligations under the Contract (including without limitation Learner records but excluding any Qualsafe Awards Materials) (“Centre Records”) for a period of 3 years and shall provide Qualsafe Awards with copies of the Centre Records on request; and shall provide such further information and undertake such additional steps as Qualsafe Awards make request to ensure it is able to comply with the requirements of any of its regulator accreditations.
15 Safeguarding and non-discrimination
15.1 Where the Centre is a Regulated Activity Provider the parties agree the Centre shall have ultimate responsibility for the management and control of the Regulated Activity provided in connection with the Contract and for the purposes of the Safeguarding Vulnerable Groups Act 2006.
15.2 The Centre shall ensure all individuals engaged in the provision of Accredited Services are subject to a valid enhanced disclosure check undertaken through the Disclosure and Barring Service, including a check against the adults’ barred list or the children’s barred list, as appropriate and the Centre shall maintain the level and validity of the checks under this Condition 15 for each of its staff, agents and other representatives (including without limitation Trainers and Assessors).
15.3 The Centre warrants that at all times for the purposes of this Contract it has no reason to believe that any person who is or will be employed or engaged by the Centre in the connection with its activities under this Contract is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time.
15.4 The Centre shall promptly provide Qualsafe Awards with information about any person carrying out services in the connection with the Centre’s activities under this Contract where it removes permission for such person to carry out such activities (or would have, if such person had not otherwise ceased to carry out such activities) because, in its opinion, such person has harmed or poses a risk of harm to any service users/children/vulnerable adults.
15.5 The Centre shall not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that they would not be suitable to carry out Regulated Activity or who may otherwise present a risk to service users.
15.6 The Centre warrants it does not and shall not discriminate directly or indirectly or by way of victimisation or harassment against persons contrary to the Race Relations Act 1976, the Sex Discrimination Act 1975, the Disability Discrimination Act 1995 and 2005 or the Equality Act 2010.
15.7 The Centre shall immediately notify Qualsafe Awards of any information that it reasonably requests to enable it to be satisfied that the obligations of this Condition 15 have been met.
16 General provisions
16.1 Each provision of the Contract is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Contract, but the validity, legality and enforceability of all other provisions of the Contract shall not otherwise be affected or impaired, it being the Parties’ intention that every provision of the Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
16.2 Qualsafe Awards shall have no liability to the Centre under the Contract if it is prevented from or delayed in performing any of its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Qualsafe Awards or any other party), failure of a utility service or transport network, act of God, act of terrorism, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Qualsafe Awards’ or sub-contractors.
16.3 No variation of the Contract shall be effective unless it is in writing, refers specifically to the Contract and is executed by a duly authorised representative of each party.
16.4 Failure or delay of a party to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right or any other right, nor operate to bar exercise or enforcement of it or any other right at any time or times thereafter.
16.5 Each party warrants to the other that the Contract and the Centre Agreement constitute the entire agreement and understanding between the parties and supersede any previous agreement between them relating to the matters contained in them (which shall be deemed to have been terminated by mutual consent). Further, in entering into the Contract and the Centre Agreement, each party confirms that it does not rely on any statement, representation, assurance, promise or warranty of any person (whether a party to this agreement or not) other than as expressly set out in the Contract and the Centre Agreement. Neither party excludes its liability for fraud or fraudulent misrepresentation.
16.6 The Centre shall not assign, transfer or sub-contract the Contract or any of its rights, benefits or obligations under it to any third party without obtaining Qualsafe Awards’ prior written consent.
16.7 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract.
16.8 The Centre warrants to Qualsafe Awards that it has full power and authority under its constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Contract.
16.9 In the event of a conflict between the terms of the Contract and those set out in the Centre Agreement, the terms of the Contract shall take precedence.
16.10 The Contract shall be governed by and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract.