Reseller Terms and Conditions

Important Notice

Please read these terms and conditions carefully. They set out the terms upon which we will appoint you as a Reseller to promote and market our Workskills 21 e-learning platform and Workskills 21 courses to employers. By applying to become a Reseller 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 apply to be a Reseller. They include these Terms and Conditions and any other specific terms or legal notices appearing on the E-learning Platform including our Terms of Use and Privacy Policy.

(2) Submit your Application

To apply to become a reseller please complete our online Reseller Application Form. We will require certain information from you to complete your Application (for example your name and contact details). All information you submit to us must be adequate, relevant, accurate and up to date. You will be asked to confirm that you have read and agree to these Terms and Conditions. When you have completed the Reseller Application Form you should click on ‘Submit’.

(3) Wait for Acceptance of your Application

Following receipt of your Application we will consider whether we wish to appoint you as a Reseller and we may contact you for further information. If we decide to appoint you as a Reseller we will send you a formal Acceptance. You may not assume we have accepted your Application 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 reject your Application if in our sole discretion we consider it desirable to do so. If this happens we will let you know as soon as we can.

(4) Your Appointment as Reseller

Upon Acceptance of your Application we will appoint you and you agree to act as Reseller in accordance with the Terms and Conditions set out in Part B.

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 Application and (3) our Acceptance. Any legal notices or terms appearing 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 print out and retain each element of the Contract.

Part B

1.     Definitions

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

Acceptance means a formal communication from us accepting your Application.

Application means your application to become a Reseller.

Branding means your branding or logo and any other content supplied or created by you which appears in the Personalised Area.

Commission means the commission payable to you by us pursuant to clause 7.

Confidential Information means any information which is disclosed to you by us under or in connection with this Contract (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such).

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

Courses means the Workskills21 courses listed on our Website (to which we may add or remove Courses at any time) and any other Courses which we may, from time to time, notify you are subject to the terms of this Contract.

Customer means an employer who you introduce to us and who subsequently contracts with us to use E-Learning Platform and Courses.

E-Learning Platform means our Workskills 21 e-learning platform, white label versions of which may be supplied by us to employers for use by their employees, and any other e-platform which we may notify you from time-to-time is subject to the terms of this Contract.

Employer Terms and Conditions means the terms and conditions upon which we will supply the E-Learning Platform and Courses to Customers.

Force Majeure means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock out or other form of industrial action).

Intellectual Property means any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting anywhere in the world in respect of the E-Learning Platform and Courses, and applications for any of the foregoing.

Marketing Material means advertising, promotional, marketing or other material supplied by us to you for use in marketing the E-Learning Platform and Courses or to assist you to perform your obligations under this Contract.

Net Price the price actually charged to a Customer for the supply of the E-Learning Platform and Courses less any value added or other sales tax thereon included in the price and any discounts, rebates or returns.

Personalised Area a personalised area of the E-learning Platform featuring your Branding.

Reseller means a non-exclusive marketing agent.

Terms and Conditions means these terms and conditions, Parts A and B.

Website means our website at www.workskills21.com.

2.      Appointment and Licence

2.1. We appoint you as our Reseller to promote and solicit Customers for the E-Learning Platform and Courses and you agree to act in that capacity, subject to the terms of this Contract.

2.2. We grant you a non-exclusive, non-transferable licence to use the E-Learning Platform, the Courses, Marketing Materials and Personalised Area for the purpose of performing your obligations under this Contract and subject to the terms of this Contract.

3.     Your Obligations

3.1. You shall use your best endeavours to promote and market the E-learning Platform and Courses to prospective Customers and to seek orders for the E-Learning Platform and Courses, and generally to assist us in the sale of the E-Learning Platform and Courses, but you shall not be entitled to sell or to enter into any negotiations or contracts for the sale of the E-Learning Platform and Courses on our behalf, or to bind us in any way.

3.2. You shall:

3.2.1. conduct the promotion and marketing of the E-Learning Platform and Courses with all due care and diligence and shall cultivate and maintain good relations with Customers and potential Customers in accordance with sound commercial principles;

3.2.2. promptly notify or refer to us all enquiries concerning, and orders for, the E-Learning Platform and Courses which you receive from Customers and prospective Customers;

3.2.3. provide training, support and tuition to Customers and prospective Customers as required;

3.2.4. comply with all the applicable laws, regulations, rules and codes when marketing the E-Learning Platform and Courses and in performing your obligations under this Contract including those on data protection, direct marketing and e-commerce;

3.2.5. maintain a list of Customers and potential Customers for the E-Learning Platform and Courses and at our request, supply us with a copy of that list;

3.2.6. from time to time keep us fully informed of your promotional and marketing activities in respect of the E-Learning Platform and Courses.

3.3. You shall supply copies of the Branding to us in such format as we may specify to enable us to create the Personalised Area and you hereby grant us a non-exclusive licence to use the Branding for that purpose. You warrant that:

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

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

3.4. You shall not:

3.4.1. pledge credit on our behalf in any way;

3.4.2. hold yourself out, or permit any person to hold you out, as being authorised to bind us in any way and not do any act which might reasonably create the impression that you are so authorised;

3.4.3. use any advertising, promotional or selling materials in relation to the E-Learning Platform and Courses except the Marketing Materials or those supplied or approved by us;

3.4.4. engage in any conduct which in our opinion is prejudicial to our business or the marketing of the E-Learning Platform and Courses generally;

3.4.5. copy, modify, adapt, merge, translate, reverse, engineer, decompile, disassemble or create derivative works based on the whole or any part of the E-Learning Platform, any of the Courses, the Personalised Area or Marketing Material except to the extent expressly permitted under this Contract or by us in writing or by law.

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

3.6. Subject as provided in this Contract and to any directions which we may from time to time properly give, you shall be entitled to perform your duties under this Contract in such manner as you may think fit.

4.     Sale of the E-Learning Platform and Courses

4.1. All sales of the E-Learning Platform and Courses shall be made on our Employer Terms and Conditions and we shall provide to you copies of those terms as varied from time to time. You shall bring the Employer Terms and Conditions to the notice of all Customers and prospective Customers for the E-Learning Platform and Courses.

4.2. You shall not make or give any promises, warranties, guarantees or representations concerning the E-Learning Platform and Courses other than those contained in the Employer Terms and Conditions.

4.3. Unless otherwise agreed in writing, you shall not be entitled to receive payments on our behalf in respect of sales of the E-Learning Platform and Courses.

5.     Our Obligations and Rights

5.1. We shall:

5.1.1. subject to availability, supply you with such Marketing Materials as you may from time to time reasonably require for the purpose of complying with your obligations under this Contract;

5.1.2. create for you a Personalised Area featuring your Branding. For the avoidance of doubt we shall be under no obligation to re-brand any other part of the E-learning Platform or the Courses;

5.1.3. use reasonable endeavours to make the E-Learning Platform, Personalised Area and Courses available to you and Customers, but do not warrant that the E-Learning Platform, Personalised Area or Courses will be uninterrupted or error free;

5.1.4. use reasonable endeavours to ensure the accuracy of material in the Courses but give no warranty in this respect;

5.1.5. supply up to date copies of any standard price lists which we have for the sale of the E-Learning Platform and Courses;

5.1.6. subject as provided in clause 5.2.1, honour any contracts for the sale of the E-Learning Platform and Courses to Customers;

5.1.7. Provide you with support in relation to your use of the E-Learning Platform, Courses and Personalised Area;

5.1.8. comply with all the applicable laws and regulations relating to the E-Learning Platform and Courses.

5.2. We shall be entitled:

5.2.1. for any reason to reject any order for the E-Learning Platform and Courses;

5.2.2. from time to time to alter, amend, vary or make changes to the E-Learning Platform or Personalised Area; and

5.2.3. from time to time alter, amend, any of the Courses or extend the range of Courses, or discontinue any of the same.

6.     Intellectual Property

6.1. You acknowledge that, except for the Branding, all Intellectual Property in the E-Learning Platform, Courses, Personalised Area and Marketing Materials are and shall remain our property or that of our licensors. You shall not by virtue of this Contract obtain or claim any right, title or interest in such Intellectual Property except the limited rights of use specifically set out in this Contract. You acknowledge and agree that all goodwill arising in relation to your use of such Intellectual Property shall accrue to us or our licensors and upon request, you shall execute all documents requested by us in order to confirm this. We hereby reserve all rights and powers not expressly granted to you hereunder.

6.2. You shall promptly and fully notify us of any actual, threatened or suspected infringement of any of our Intellectual Property which comes to your notice, and of any claim by any third party that the E-Learning Platform and/or Courses, or their sale, infringes any rights of any other person, and you shall at our request and expense do all such things as may be reasonably required to assist us in taking or resisting any proceedings in relation to any such infringement or claim.

6.3. You shall, at our expense, take all such steps as we may reasonably require to assist us in maintaining the validity and enforceability of our Intellectual Property during the continuance of this Contract.

6.4. Without prejudice to any right you or any third party has to challenge the validity of any of our Intellectual Property, you shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with our Intellectual Property and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

7.     Commission

7.1. In consideration of the obligations undertaken by you under this Contract, we shall pay you Commission equal to 50% of the Net Price of all E-Learning Platforms and Courses which, at any time during the continuance of this Contract, are sold by us to Customers referred to us by you.

7.2. We shall within 21 days of the end of each month during the continuance of this Contract send you a statement showing the aggregate Net Price of E-Learning Platforms and Courses sold by us during that month to Customers and the Commission thereon to which you are entitled pursuant to clause 7.1.

7.3. Following receipt of such statement you may present us with an invoice in respect of that Commission.

7.4. Payment of Commission will be made by us within 30 days following receipt of a valid invoice presented under clause 7.3.

7.5. We shall keep separate records and accurate accounts of all sales of the E-Learning Platform and Courses to Customers and shall permit you or your duly appointed representatives upon reasonable notice to inspect all such records and accounts and take copies.

7.6. All sums payable under this Contract are inclusive of any value added tax and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.

8.     Confidentiality

8.1. Except as provided by clauses 8.2 and 8.3, you shall at all times during the continuance of this Contract and after its termination:

8.1.1. use your best endeavours to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person; and

8.1.2. not use any Confidential Information for any purpose other than the performance of your obligations under this Contract.

8.2. Any Confidential Information may be disclosed by you to:

8.2.1. any Customers or prospective Customers;

8.2.2. any governmental or other authority or regulatory body; or

8.2.3. any employees of you or of any of the aforementioned persons,

to such extent only as is necessary for the purposes contemplated by this Contract, or as is required by law and subject in each case to you using your best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.

8.3. Any Confidential Information may be used by you for any purpose, or disclosed by you to any other person, to the extent only that:

8.3.1. it is on the date of this Contract, or becomes, public knowledge through no fault of you (provided that in doing so you shall not disclose any Confidential Information which is not public knowledge); or

8.3.2. it can be shown by you, to our reasonable satisfaction, to have been known to you prior to its being disclosed by us to you.

9.     Data Protection

9.1. The following provisions shall apply where you act as our data processor under the Data Protection Act 1998 (the “Act”) pursuant to this Contract.

9.1.1. The parties agree that you will act as our data processor where you do not use personal data of Customers or prospective Customers for your own purposes, but collect that personal data solely for us and on our behalf.

9.1.2. Where that happens, we have an obligation to ensure that you take certain steps to safeguard the security of the personal data and only use it in accordance with our instructions.

9.1.3. You therefore agree that:

9.1.3.1. You will act only on our instructions in respect of this personal data, and

9.1.3.2. You will comply with the obligations imposed by the seventh principle of the Act. That principle states that personal data must be kept secure by the implementation of appropriate technical and organisational measures against unauthorised or unlawful processing and against accidental loss, damage or destruction. This includes the security of your staff (including the taking reasonable steps to ensure their reliability), physical security and the use of secure technology. The measures you take will be appropriate to the nature of the personal data and the harm that might result if a security breach occurred, having regard to what security measures are available and to the cost of implementation.

9.1.4. For example, you will tell Customers and prospective Customers that you are collecting their details on our behalf to enable us to supply the E-learning Platform and Courses to them and that you will not be using their personal data for your own purposes.

9.1.5. CCL will comply with the data controller obligations at section 9.2.

9.2. The following provisions shall apply where we both act as data controllers under the Act and pursuant to this Contract.

9.2.1. The parties agree that you will act as data controller where you use personal data of Customers and prospective Customers for your own purposes, and do not collect that personal data solely for us and on our behalf.

9.2.2. Each party agrees that in processing personal data as a data controller in connection with this Contract it will comply with the Act at all times.

9.2.3. For example, you will tell Customers and prospective Customers that their details will be passed to us to enable us to supply the E-Learning Platform and Courses to them and obtain their agreement to those disclosures, and you will record and abide by any request by a Customer or prospective Customer not to be contacted again with details of other courses, and will not market Customers or prospective Customers by email without first obtaining their consent.

9.2.4. Each party agrees that it shall alone, rather than jointly or in common with the other, determine the purposes for which and the manner in which any personal data of Customer and prospective Customers are, or are to be, processed.

10.   Limitation of Liability

10.1. The following provisions set out our entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you in respect of the following which for the purposes of this clause shall be referred to as “Events of Default”:

10.1.1. any breach of its contractual obligations arising under this Contract; and

10.1.2. any representation (except fraudulent) statement or tortious act or omission including negligence arising under or in connection with this Contract.

10.2. Our liability to you for death or injury resulting from our own or our employees’, agents’ or sub-contractors’ negligence or for fraudulent misrepresentation shall not be limited.

10.3. We shall not be liable to you in respect of:

10.3.1. loss of profits or any other economic loss, turnover, anticipated profits, business opportunity or goodwill, damage to reputation, or loss or damage to property or your equipment, or any other third party even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same;

10.3.2. any Event of Default caused as a result of your failure to comply with the terms of this Contract;

10.3.3. any loss of or damage to data stored on your or any third party’s computer systems.

10.4. Subject to the provisions of clauses 10.1.2 to 10.2 above, our entire liability in respect of any Event of Default or series of Events of Default shall be limited to the Commission paid to the date of the Event of Default, or first Event of Default of a series of Events of Defaults.

11.   Term and Termination

11.1. This Contract shall come into force on the date of our Acceptance of your Application and, subject as provided in clauses 11.2 and 11.3, shall continue in force for a period of 12 months and thereafter unless or until terminated by either party giving to the other not less than 1 months’ written notice.

11.2. We shall be entitled forthwith to terminate this Contract by written notice to you if:

11.2.1. there is a material change in your management or control; or

11.2.2. you commit any breach of the provisions of this Contract and, in the case of a breach capable of remedy, fail to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or

11.2.3. you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or you become insolvent or an order is made or a resolution passed for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets you enter into or proposes any composition or arrangement with your creditors generally or papers are filed at court seeking a moratorium in respect of you under Schedule A1 of the Insolvency Act 2000; or

11.2.4. if you are a partnership, or sole trader, a petition is presented, or an order is made, for the bankruptcy of any of you or any of your partners or if you or any of them enters into a deed of arrangement or compounds with his creditors or has a receiving order made against him; or

11.2.5. anything analogous to any of the acts or events specified in clause 11.2.3 or 11.2.4 occurs in any applicable jurisdiction.

11.2.6. you cease, or threaten to cease, to carry on business; or

11.2.7. in the circumstances contemplated by clause 13.3 there is no Contract reached by the parties within 30 days after discussions for that purpose began or ought to have begun.

11.3. For the purposes of clause 11.2.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).

11.4. Any waiver by either party of a breach of any provision of this Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision of this Contract.

11.5. The rights to terminate this Contract given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

12.   Consequences of termination

12.1. Upon the termination of this Contract for any reason:

12.1.1. you shall within 30 days send to us, or otherwise dispose of in accordance with our directions, all Marketing Materials then in your possession;

12.1.2. you shall cease to promote, market, advertise or solicit Customers for the E-Learning Platform and Courses;

12.1.3. all rights and licences granted under this Contract shall automatically cease;

12.1.4. you shall have no claim against us for compensation for loss of agency rights, loss of goodwill or any similar loss (except unpaid Commission);

12.1.5. clause 8 shall continue in force in accordance with its terms; and

12.1.6. subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Contract.

13.   Force majeure

13.1. If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof.

13.2. Neither party shall be deemed to be in breach of this Contract, or otherwise be liable to the other, by reason of any delay in performance, or non performance, of any of its obligations under this Contract to the extent that such delay or non performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.

13.3. If the Force Majeure in question prevails for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

14.   Interpretation

14.1. In these Terms and Conditions:

14.1.1. words importing the singular number shall include the plural and vice versa;

14.1.2. references to persons shall include bodies or persons whether corporate or incorporate;

14.1.3. words importing the whole shall be treated as including a reference to any part of the whole;

14.1.4. the terms “includes” and “including” shall mean includes and including without limitation; and

14.1.5. the headings are for convenience only and shall not affect interpretation.

15.   General

15.1. We shall be entitled to perform any of the obligations undertaken by us and to exercise any of the rights granted to us under this Contract through any other company which at the relevant time is our holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Contract be deemed to be our act or omission.

15.2. We may assign this Contract and the rights and obligations under this Contract.

15.3. Subject as provided in clause 15.4, this Contract is personal to you, and you may not without our written consent, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of your rights, or sub contract or otherwise delegate any of your obligations under this Contract.

15.4. You shall not without our prior written consent employ sub agents; if with such consent you do so, every act or omission of the sub agent shall for the purposes of this Contract be deemed to be the act or omission of you.

15.5. Nothing in this Contract shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.

15.6. This Contract contains the entire agreement between the parties with respect to the subject matter of this Contract, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

15.7. Each party acknowledges that, in entering into this Contract, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Contract, and all conditions, warranties or other terms implied by statute or common law are by this Contract excluded to the fullest extent permitted by law.

15.8. If any provision of this Contract is held by any court or other competent authority to be void or unenforceable in whole or part, this Contract shall continue to be valid as to the other provisions of this Contract and the remainder of the affected provision.

15.2 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 Application is submitted or such other address as either party may notify to the other pursuant to this clause 15.2. A notice shall be deemed to have been received; if by personal delivery, at the time of delivery; if by post, 48 hours from the date of posting; and if by fax or email, at the time of transmission.

15.3 A person who is not a party to this Contract has no right under the Contract (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.

15.9. This Contract shall be governed by and construed in all respects in accordance with the Laws of England, and each party hereby submits to the non exclusive jurisdiction of the English Courts.