Employer Terms and Conditions

Important Notice

Please read these terms and conditions carefully. They set out the terms upon which we will supply you with a customised version of our Workskills 21 e-learning platform (featuring your branding) and Workskills 21 courses, which can be used by your employees. By placing an order you agree to the terms and conditions set out below.

Part A

General Information about us

How to conclude a contract with us

These are the steps you need to take to conclude a contract with us:

(1) Read our Terms and Conditions

It is your responsibility to read our legal terms carefully and to raise any problems with us before you place an Order. They include these Terms and Conditions and any other specific terms or legal notices appearing on our Website including our Terms of Use and Privacy Policy.

(2) Place your Order

To place an Order, please complete our online Employer Order Form. We will require certain information from you to complete your Order (for example your name, address and the number of courses you wish to Order). All information you submit to us must be adequate, relevant, accurate and up to date. You will be asked to confirm that you agree to these Terms and Conditions. When you have completed the Employer Order Form you should click on ‘Submit’.

Following receipt of your Order we will issue an invoice for the appropriate Fees. We will also ask you to send us a copy of your company logo for use on the E-Learning Platform. All material you submit to us must not infringe third party rights, and must comply with any technical requirements we specify.

(3) Wait for Acceptance of your Order

When we have received payment by you of our invoice as well as your company logo we will set up your E-Learning Platform and send you a formal Acceptance of your Order together with your login details. You may not assume we have accepted your Order until we send you a formal Acceptance. Only if and when you receive our formal Acceptance will we have made a binding legal contract with you. We reserve the right to refuse to accept your Order if in our sole discretion we consider it necessary. If this happens we will let you know as soon as we can and refund any Fees already paid by you in respect of that Order.

(4) Access the E-Learning Platform

Once we have entered into a Contract with you we shall supply you with the E-Learning Platform and Courses specified in your Order in accordance with the Terms and Conditions set out in Part B. You may access the E-Learning Platform and make the Courses available to your employees subject to these Terms and Conditions. Please note that Courses may not be shared between Learners; each Course may be used by a single Learner only.

Our Contract

We can only conclude a Contract with you in English and not in any other language. The Contract between us will consist of (1) these Terms and Conditions, (2) your Order and (3) our Acceptance. Any legal notices or terms appearing on our Website and on the E-Learning Platform will also form part of the Contract between us. We will not file the concluded Contract between us and you should therefore retain each element of the Contract.

Part B

1.     Definitions

In these Terms and Conditions (Parts A and B) the following words shall have the following meanings:

Acceptance means a formal communication from us accepting your Order.

Branding means your branding or logo to appear on the E-Learning Platform.

Contract means the contract between us for the supply of the Services as set out in Part A (Our Contract).

Courses means the Workskills 21 courses listed on the Website and to which we may add to or remove courses from time to time.

E-Learning Platform means a white label version of our Workskills 21 learning platform featuring the Branding.

Fees means the Licence Fee and Learner Study Fees to be paid by you in respect of the Services.

Learners means your employees to whom you wish to make the Courses available.

Learner Study Fees means the fees to be paid by you in respect of each block of Courses purchased as set out on the Website and as may be varied from time to time in accordance with clause 4.2.

Licence Fee means the annual licence to be paid by you in respect of the Services set out on the Website and as may be varied from time to time in accordance with clause 4.2.

Order means your contractual offer to purchase the Services from us.

Services means the services to be supplied by us under this Contract being the creation of the E-Learning Platform and grant of a licence to use the E-Learning Platform and the Courses.

Terms and Conditions means these standard terms and conditions (Parts A and B) for the supply of the Services.

Website means our Workskills21 website at www.workskills21.com.

2.     Licence

2.1. On Acceptance of your Order, we grant you a non-exclusive, non-transferable licence to use the E-Learning Platform and the Courses for the purpose of making the Courses available to Learners, subject to these Terms and Conditions.

2.2. You are permitted to:

2.2.1. permit Learners to use the E-Learning Platform to access and use the Courses provided that each Course may only be accessed and used by a single individual Learner; and

2.2.2. use the E-Learning Platform for the purpose of administering the Courses and providing support, tutoring and other assistance to Learners.

2.3. You are not permitted to:

2.3.1. make the E-Learning Platform or the Courses available to anyone other than Learners who wish to use the Courses for legitimate purposes;

2.3.2. copy, modify, adapt, merge, translate, reverse engineer, decompile or disassemble the E-Learning Platform or any of the Courses except to the extent expressly permitted by law;

2.3.3. create derivative works based on the whole or any part of the E-Learning Platform or Courses.

3.     Term termination and suspension

3.1. The Contract shall commence on our Acceptance of your Order and shall continue for one calendar year (the "Term").

3.2. At the end of the Term, the Contract shall be renewed automatically for further periods of one calendar year (each of which shall be a "Renewed Term") unless either of us gives the other at least 30 days written notice prior to the end of the Term or any Renewed Term of its intention not to renew the Contract.

3.3. We shall at any time be entitled to terminate the Contract immediately where:

3.3.1. you have failed to pay any Fees payable in respect of the Contract by the due date;

3.3.2. you or any Learner has breached any term of this Contract and you fail to remedy that breach within 14 days of being requested to do so by us and we may suspend the E-Learning Platform and the Courses until you remedy that breach in accordance with clause 3.4; or

3.3.3. you become insolvent or cease trading.

3.4. We shall at any time be entitled to suspend the E-Learning Platform immediately and without notice to you or liability to you in the event that it appears to us in our absolute discretion that the E-Learning Platform including any part of its content or any Course infringes or threatens to infringe third party intellectual property rights or is otherwise unlawful or in breach of any applicable regulation or code, or that your or a Learner’s use of the E-Learning Platform breaches these Terms and Conditions and/or any other applicable legal terms.

3.5. On termination or expiry of this Contract all rights and licences granted under these Terms and Conditions shall cease.

4.     Payment

4.1. In consideration of the rights granted under clause 2 above, you agree to pay to us:

4.1.1. the Licence Fee in advance of commencement of the Term or any Renewed Term;

4.1.2. the Learner Study Fees in respect of each block of Courses purchased.

4.2. We reserve the right to increase the Learner Study Fees without notice and to increase the Licence Fee by giving not less than 60 days notice to take effect at the end of the Term or any Renewed Term.

4.3. We shall invoice you for the Licence Fee annually and shall invoice you immediately in respect of any Learner Study Fees. You shall pay all invoices within 30 days of their date. Additional Courses may also be purchased by credit or debit card.

4.4. We shall have the right to charge interest on overdue invoices at a rate of 5% per year above the base rate of the Bank of England, calculated from the date when payment becomes due up to and including the date of actual payment, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly.

4.5. If there is a problem, and that problem cannot be resolved via our normal support channel at admin@workskills21.com, refund claims should be emailed to info@workskills21.com, along with:

o As many details as you can provide about the purchase (for example, WorldPay transaction ID, purchase value, etc)

o The reason why you are claiming a refund.

In all cases, refunds must be agreed between you (the employer) and Creating Careers Ltd, and are given at the joint discretion of both parties.

Whatever the outcome, we will endeavour to contact you within five working days of receipt of a refund claim.

5.     Intellectual Property Rights

You acknowledge that, except for the Branding, all copyright and other intellectual property rights in the E-Learning Platform, the Courses and the Website are and shall remain our property or the property of our licensors and that you shall not by virtue of these Terms and Conditions obtain or claim any right, title or interest in or to such copyright or intellectual property rights except the limited rights of use granted under clause 2.

6.     Our warranties and obligations

6.1. We warrant that:

6.1.1. we have full power and authority to grant the rights and licences set out in these Terms and Conditions; and

6.1.2. to the best of our knowledge, information and belief, your use of the E-Learning Platform and Courses in accordance with these Terms and Conditions will not infringe the intellectual property right of any third party.

6.2. We will create a branded version of our learning platform to create the E-Learning Platform using the Branding supplied by you in accordance with clause 7.1. For the avoidance of doubt (a) we are under no obligation to re-brand the Courses and (b) your Branding is expressly excluded from the scope of the warranties given at clause 6.1.

6.3. We will use reasonable endeavours to make the E-Learning Platform and the Courses available to you and to Learners but cannot guarantee that use of the E-Learning Platform or Courses will be uninterrupted or error free.

6.4. We will use reasonable endeavours to ensure the accuracy of material in the Courses but give no warranty in this respect.

7.     Your obligations

7.1. You will supply copies of the Branding to us in such format as is agreed to enable us to create a re-branded version of our learning platform (as the E-Learning Platform) on your behalf and you hereby grant us a non-exclusive licence to use the Branding for that purpose. You warrant that:

7.1.1. you have full power and authority to grant us the licence to use the Branding for this purpose; and

7.1.2. Our use of the Branding in accordance with these Terms and Conditions will not infringe the intellectual property right of any third party.

7.2. You agree that:

7.2.1. you will comply with all applicable legal requirements, laws, rules, orders, regulations codes of practice and guidance when using the E-Learning Platform and Courses and when making the E-Learning Platform and Courses available to Learners pursuant to these Terms and Conditions;

7.2.2. you will ensure that Learners agree to abide by terms fully reflecting the provisions of these Terms and Conditions as well as the provisions of any terms or legal notices appearing on the E-Learning Platform or Website;

7.2.3. you will be solely responsible to us for the actions of Learners when using the E-Learning Platform and Courses including their compliance with applicable legal terms referred to in clause 7.2.2; and

7.2.4. you will be solely responsible for monitoring Learners’ use of message boards on the E-Learning Platform and must immediately take steps to remove any content which is offensive, obscene, defamatory or otherwise unlawful or that infringes the intellectual property rights or other rights of any third party. You acknowledge that we shall be under no obligation to monitor such message boards, but reserve the right to do so and to remove any content which we consider in our sole discretion to be unacceptable or undesirable without notice.

7.3. You agree to indemnify us against any loss, damages, costs, expenses or other claims arising from any breach by you or any Learner of the terms set out in this Contract, or from your negligence.

8.     Liability

8.1. We shall not be liable to you by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under these express Terms and Conditions, for any loss of profit (whether direct or indirect) or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our negligence or that of our servants or agents or otherwise) which arise out of or in connection with this Contract or the use by you or Learners of the E-Learning Platform and/or any Courses.

8.2. Our entire liability (whether in contract tort or otherwise) under or in connection with this Contract shall in no circumstances exceed the total Fees paid by you for the Contract during the Term or any Renewed Term (as appropriate) in which you notify us of a claim.

8.3. Nothing in these Terms and Conditions shall apply to the extent that it excludes or limits our liability for fraudulent misrepresentation or for death or personal injury due to negligence.

9.     Events beyond the parties’ reasonable control

9.1. Neither party shall be liable for any breach of its obligations under this Contract resulting from causes beyond its reasonable control including but not limited to changes in Government policy, fires, strikes (of its own or other employees), terrorist attack, a denial of service attack on the E-Learning Platform, insurrection or riots, embargoes, shortages or regulations of any civil or military authority (an "Event of Force Majeure").

9.2. Each of the parties agrees to give immediate notice to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure. The parties shall then meet to discuss how best to deal with the situation, including whether to terminate the Contract. Neither party shall have any liability to the other in respect of the termination of this Contract as a result of an Event of Force Majeure.

10.   Data protection

10.1. In this clause the terms Personal Data, Processing, Data Controller and Data Processor shall be given the meanings given to them under the Data Protection Act 1998, and the term ‘the Act’ shall mean the Data Protection Act 1998 including all subordinate legislation and any amendments consolidations or re-enactments.

10.2. We both agree that in Processing Personal Data as a Data Controller in connection with this Contract we will comply with the Act at all times.

10.3. The parties agree that we (Creating Careers Limited) will be your Data Processor in relation to any Personal Data of Learners which we Process in performing our obligations set out in this Contract. We agree in relation to that Personal Data:

10.3.1. to act only on your instructions (and the Processing of any Personal Data in performance of our obligations set out in this Contract shall be deemed to be on your instructions), and

10.3.2. to comply with the seventh data protection principle and therefore to have appropriate technical and organisational measures in place against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data held or processed by us and that we will take all reasonable steps to ensure the reliability of any of our staff or contractors who have access to Personal Data Processed in connection with this Contract.

11.   Confidentiality

Each party agrees to keep all information it receives from the other in respect of the other’s business, finances, know-how, technology or affairs ("Confidential Information"), confidential. The parties agree that they will not use such Confidential Information except for the purposes of this Contract. The provisions of this paragraph shall not apply to Confidential Information that has come into the public domain (otherwise than by breach of these Terms and Conditions), Confidential Information obtained from a third party (otherwise than by breach of these Terms and Conditions) or Confidential Information required to be disclosed to a governmental or regulatory body.

12.   General

12.1. Nothing in these Terms and Conditions is intended to or shall create a partnership, or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of or on behalf of or otherwise bind the other in any way.

12.2. These Terms and Conditions and other documentation expressly incorporated by reference herein constitute the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties relating to the subject matter of this Contract.

12.3. These Terms and Conditions are in lieu of warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are excluded to the fullest extent permitted by law.

12.4. If any term set out in these Terms and Conditions is held to be invalid or unenforceable in whole or in part the validity of the other terms set out in these Terms and Conditions and the remainder of the term in question shall not be affected.

12.5. You may not assign your rights and obligations under these Terms and Conditions without our prior written consent. We shall be free to assign our rights and obligations set out in this Contract.

12.6. These Terms and Conditions shall be binding upon each party’s permitted successors or assigns.

12.7. No variation to this these Terms and Conditions shall be binding unless and until it is expressed in writing and signed by both parties.

12.8. A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing and may be served by delivering it personally or sending it by post or by fax or email to us at the address set out in Part A or to you at the address notified to us when your Order is placed or such other address as either party may notify to the other pursuant to this clause 12.8. A notice shall be deemed to have been received:

12.8.1. if by personal delivery, at the time of delivery;

12.8.2. if by post, 48 hours from the date of posting; and

12.8.3. if by fax or email, at the time of transmission

12.9. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this letter but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

12.10. This Contract shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.