1. Definitions and Interpretation
    1. The following terms shall have the meanings set out below throughout this agreement and any Call off Contract:


      means this framework agreement including it’s schedules.

      "ASCL Act 2009"

      Apprenticeships, Skills, Children and Learning Act 2009.


      means any employee of the Employer who meets the Funding Agency eligibility criteria and who the Company has agreed to register (or has registered).

      “Apprenticeship Completion Certificate”    

      means the completion certificate issued in accordance with the Funding Agency guidelines.

      “Apprenticeship Framework”

      means the government- approved document specifying the list of qualifications and other educational outcomes required to award the Apprenticeship Completion Certificate. The Apprenticeship Frameworks in England will be replaced by Apprenticeship Standards from 2016 onwards. Apprenticeship Frameworks will continue to operate in the rest of the UK until further notice.

      “Apprenticeship Programme”  

      is a generic term meaning a programme of on and off-the-job training and Assessments provided by the Company for a given Apprentice consisting of a suite of units and qualifications leading to achieving either an Apprenticeship Framework or an Apprenticeship Standard.

      “Apprenticeship Standards”

      means the government approved definition of competence for a particular apprentice occupation, which will replace Apprenticeship Frameworks in England only from 2016 onwards. These standards are developed by employers and include a requirement for external End Point Assessment. The full up-to-date list of Apprenticeship Standards is published at https://www.gov.uk/government/collections/apprenticeship-standards


      means any of tests, assessments, Vendor Certifications and examinations.


      "Background IPR"

      means all Intellectual Property Rights or other proprietary rights owned by the Company, its subcontractors or any third party, the use of which is necessary for or incidental to the provision of the Services.

      “Call off Contract”

      means a contract between the Employer and the Company formed under this framework agreement setting out the details and prices of services to be performed by the Company for the Employer generally in the form set out at sample Call off Contract.

      “Commitment Statement”

      means a non-binding statement of intent between an Apprentice, the Company and the Employer, which sets each party’s roles and responsibilities in the delivery of a given Apprenticeship Programme, and the content, delivery schedule and assessment plan for an individual Apprenticeship Programme.

      "Confidential Information"

      means all information disclosed pursuant to this Agreement or a Contract by one Party (“Discloser”) to the other (“Recipient”) without regard to the form or medium in which such information is held, stored, used or transmitted, and which:

      1. if disclosed in writing, bears a legend indicating its confidential nature, or
      2. should reasonably be regarded as confidential by the nature of the information, or the circumstances of its disclosure.

      Information shall be deemed NOT to be Confidential Information and shall not be subject to clause 16  where it:

      1. was already in the lawful possession of the Recipient prior to disclosure by the Discloser;
      2. was or becomes publicly known other than by breach of this Agreement or any Call off Contract or other duty of confidentiality;
      3. is lawfully received by Recipient from a third party not known to be under a duty of confidentiality in respect of the information disclosed;
      4. was authorised for public release by written consent of Discloser;
      5. was independently developed by Recipient without reliance upon Discloser’s information as evidenced by Recipient’s written records.

      “Data Protection Legislation”

      means the Data Protection Act 1998 as amended and all supplementary legislation.

      “Employer Contribution”

      means the fees paid by the Employer for the training and assessment services only required for delivery of Apprenticeship Standards.

      “Employer Incentive Eligibility Declaration”

      means the form, provided by the Company, by which the Employer confirms the eligibility of their apprentice and their organisation for the incentive payments where applicable.

      “End Point Assessment”


      means the assessment activities carried out by a third party provider to assess the Apprentice’s final competence and grade, as defined by the Apprenticeship Standard


      means all fees referenced in this document to include “Employer Contribution”, “Top-Up Fees”, “Service Fees” and “Other Fees”

      "Foreground IPR"

      means all Intellectual Property Rights arising, or which subsist in materials created, in relation to the delivery of services under this Agreement and any Call off Contract.

      “Formal Progress Reviews”    

      a review meeting with the Apprentice’s tutor/assessor/technical skills coach, the Employer and Apprentice in order to agree and formally record progress and the future steps required in order to ensure the Apprentice successfully completes the Apprenticeship Programme.  This Formal Progress Review must take place at least every 12 weeks.

      “Funding Agency”

      shall mean both the Skills Funding Agency (SFA) and/or National Apprenticeship Service (NAS) in England and Skills Development Scotland (SDS) in Scotland.

      “Incentive Claim Form”

      means the form provided by the Company which the Employer should complete in order to claim incentive payments where applicable

      “Individual Learning Plan” or “ILP”

      shall mean an individual learning plan that is jointly agreed by the Employer, Apprentice and the Company at the commencement of the Apprenticeship Programme.

      "Intellectual Property Rights"

      means all patents, petty patents, utility models, trademarks, design rights, applications for any of the foregoing, copyright, moral rights, database rights, trade or business names, domain names, website addresses whether registerable or otherwise (including applications for and the right to apply for registration of any such rights), and any similar rights in any country whether currently existing or created in the future, in each case for their full term together with any renewals or extensions.

      "Joining Instructions"

      means such joining instructions as are provided to the Apprentice in relation to the Services which are generally in the form set out at sample JI

      “Other Fees”

      means fees for services provided by the Company to the Employer not covered by any Employer Contribution, Service Fees or Top-Up Fees and may include consultancy services; training development; project management and administration; provision of equipment or systems; venue hire or such other services as may be agreed in writing by the parties.

      “Safeguarding Legislation”

      means the Safeguarding Vulnerable Groups Act 2006, the Children’s Act 1989, Protection of Children Act 1999, the Education Act 2002 and all other legislation on the protection of children or vulnerable adults.

      “Service Fees”

      means fees for services provided by the Company to the Employer related to the sourcing and supply of candidate apprentices to the Employer.


      means training and support to be provided by the Company to the Employer’s Apprentice(s) as specified in a Call off Contract and detailed in the accompanying ILP/Commitment Statement, which may include, training and Workplace Assessment Visits, public scheduled courses; onsite training courses; conduct of examinations; and/or courseware. This could also include services provided by the Company to the Employer, which may include consultancy services; training development; project management and administration; provision of equipment or systems; venue hire or such other services as may be agreed in writing by the parties.

      “Step off Point”

      means the point at which one apprenticeship framework has been completed and the next apprenticeship framework has not yet begun (where an Apprenticeship Programme contains more than one apprenticeship framework) and the Employer decides not to progress the learner onto the next apprenticeship framework


      means these general terms and conditions of business

      “Top-Up Fee”

      means the fee for the provision of training and assessment not met by the Government for those learners not fully funded under SASE or Scottish framework apprenticeships

      “Training Materials”

      the learning materials provided by the Company to support the Apprenticeship Programme as set out in the ILP/Commitment Statement, including printed manuals, books, electronic media and online tuition.

      “Workplace Assessment Visit”   

      a visit by an assessor or technical skills coach of the Company to the Employer’s premises to monitor the on the job skills development and any training being provided by the Employer to the Apprentice. Such visits to be conducted as agreed between the Parties.

      "Working Day"

      means a day other than Saturday, Sunday, and statutory holidays in the location where the Services are to be provided.


      means UK value added tax, or any similar sales tax in any relevant jurisdiction.

      “Vendor Certification”

      Certification provided by software vendors (such as Microsoft) on completion of examinations and tests.

    2. Use of words 'includes', 'including', or similar expression will be construed as illustrative and without limitation to the generality of related words.
    3. No provision of an Agreement shall be construed adversely to a party solely on ground that such party was responsible for preparation of that Agreement.
    4. Headings are for convenience only and shall be ignored in interpreting this agreement.
    5. Any reference to the singular includes the plural and vice versa; and reference to any gender includes all genders
    6. Reference to any legislation, including English law statutes or statutory instruments shall be a reference to that legislation as amended or re-enacted.
  2. Composition of Agreement
    1. Upon execution by the parties, each Agreement shall include and also incorporate:
      1. the relevant Call off Contract, ILP/Commitment Statement or other document executed by a representative of the Company and an authorised signatory of the Employer;
      2. the terms of this Framework Agreement;
      3. any of the Company's web portal access terms and conditions applicable to the Services; and
      4. any Joining Instructions provided by the Company.
    2. If there is any inconsistency between this framework agreement, and the remainder of a Call off Contract, the terms of the Call off Contract will govern and take precedence over those lower in the list, but only to the extent of the conflict.
    3. Unless referred to in Clause 2.a.i, no other document relating to the Services shall be deemed incorporated into the relevant Agreement or Contract except where such incorporation is unambiguously confirmed in writing by each party.
    4. Notwithstanding that the Company may have given a detailed quotation for Services, no request for Services shall be binding unless and until the parties have executed a Call off Contract.
    5. Each Agreement constitutes the entire agreement and understanding between the parties relating to the Services as detailed within the relevant Call Off Contract, and supersedes and extinguishes any other agreement or understanding (written or oral) between the parties or any of them relating to the same.
    6. The Company's catalogues, brochures, leaflets, correspondence and information published on the Company's website are not binding and shall not form part of an Agreement. Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by the other party or any other person except as expressly set out in an Agreement in respect of which its sole remedy shall be for breach of contract.
  3. Services
    1. In consideration for the payment of the fees by the Employer and / or sufficient information being provided by the Employer and Apprentice to enable the Company to claim funding from the Funding Agency, the Company shall provide the Services.
  4. The Company’s Obligations

    The Company shall:

    1. identify suitable Apprentice candidate(s) for the Employer if required to do so by the Call off Contract;
    2. administer the funding and running of the Apprenticeship Programme for each apprentice;
    3. oversee the on-the-job skills development as detailed within the ILP/Commitment Statement;
    4. provide (or procure the provision of) off-the-job training as detailed within the ILP/Commitment Statement;
    5. provide the Training Materials to the Apprentice(s);
    6. provide additional learning support to any Apprentice with learning difficulties or disabilities, in accordance with Funding Agency funding rules;
    7. make or arrange for all relevant Assessments required by the Apprenticeship Programme;
    8. provide relevant feedback to the Apprentice based on the assessments undertaken;
    9. if required, to update the ILP/Commitment Statement in consultation with the Employer and Apprentice;
    10. provide, on successful completion of the Apprenticeship Programme, an Apprenticeship Completion Certificate or such other certificates and evidence of academic attainment to which the Apprentice is entitled as set out by the Call off Contract;
    11. use reasonable endeavors to ensure that any software introduced onto the Employer's machines is free of computer viruses and has undergone virus checking procedures in line with the Company's current practice;
    12. attend a Formal Progress Review for each Apprentice at least every 12 weeks;
    13. make no guarantee that the Apprentice will successfully complete the Apprenticeship Programme or that Vendor Certification will be achieved during the course of the Apprenticeship Programme;
    14. make reasonable endeavors to find a replacement at no extra cost to Employer, where the Company places an Apprentice with the Employer who subsequently resigns from their employment or has their employment terminated for misconduct
    15. carry out its responsibilities under all relevant legislation, regulations and formal guidance for the protection of children and vulnerable adults.
  5. Employer’s Obligations

    The Employer shall:

    1. commit to employ each Apprentice for the duration of the Apprenticeship Programme (a minimum of 366 days) and 30 hours per week under either;
      1. an Apprenticeship Agreement between the Employer and the Apprentice, as defined by the Employment Rights Act 1996 and the ASCL Act 2009, or
      2. a document in writing in the form of a contract of employment / a letter of engagement where the Employer's duty under the Employment Rights Act 1996 are fulfilled.
      Which, in each case must include a statement (which may be an annex) explicitly stating the skill, trade or occupation for which the Apprentice is being trained corresponding to a relevant recognised English or Scottish apprenticeship framework, issued by the appropriate Issuing Authority. A copy of the relevant document must be provided to both the Apprentice and the Company.
    2. enter into an ILP/Commitment Statement with each Apprentice, and perform the Employer’s obligations set out therein;
    3. procure that the Apprentice enters into an ILP/Commitment Statement for their Apprenticeship Programme, and facilitate the Apprentice to perform the Apprentice’s obligations set out therein including: (i) their attendance at Workplace Assessment Visits, Formal Progress Reviews, Assessments and training sessions, and (ii) their performance of any self-study elements of the Apprenticeship Programme;
    4. deliver any on-the-job skills development as detailed within any ILP/Commitment Statement;
    5. provide a mentor for the Apprentice and a key contact point for the Company and the Apprentice.
    6. pay the Apprentice during the Apprenticeship Programme in accordance with the Apprentice Minimum Wage, (https://www.gov.uk/national-minimum-wage), and provide sufficient expenses to each Apprentice to allow them to attend any training set out in the ILP/Commitment Statement. The Employer acknowledges that if the Apprentice is employed after completion of the Apprenticeship Programme, the Apprentice must be paid at least the National Minimum Wage.
    7. obtain the Apprentice’s express written consent that data relating to them (held by the Employer) may be transferred to the Company for the purposes of registration and in connection with the Apprenticeship Programme and such consent to include the right for the Company to transfer data and information (held by the Company) relating to the Apprentice or the Employer to third parties as required to fulfil its obligations under the Call off Contract
    8. provide suitable opportunity for the Apprentice(s) to develop and learn in the workplace including role-related training, mentoring and support
    9. enable the Apprentice to attend planned off-the-job training, education and Assessments
    10. enable the Apprentice to attend any additional training or education, agreed during Workplace Assessment Visits or Formal Progress Reviews.
    11. attend and contribute to the Apprentice’s Formal Progress Reviews and to provide the Employer’s views on progress and performance in order to ensure that the targets and objectives agreed accurately reflect the Apprentice and Employer needs.
    12. use reasonable efforts to provide at least 10 Working Days’ notice to the Company of any cancellation or postponement of; Workplace Assessment Visits, Formal Progress Reviews or training sessions.
    13. provide such information in relation to each Apprentice as the Company may reasonably request and to fully support the completion of all registration documentation required by the Funding Agency to register the Apprentice on the Apprenticeship Programme.
    14. throughout the Apprenticeship Programme to fully co-operate with the Company’s staff in the completion of all documentation necessary to provide ongoing evidence of progression and completion as required by the Funding Agency.
    15. provide feedback to the Company on the Apprentice’s experience, including surveys provided by the Company for the purposes of the Company’s quality control and service evaluation.
    16. allow the Company to perform a health and safety assessment of the Employer’s premises in line with the Management of Health and Safety at Work Regulations 1999 and implement any changes requested by the Company in order to ensure safeguarding of Apprentice(s).
    17. ensure that any Apprentices, especially below the age of 18, are protected at work from any risks to their health and safety and a risk assessment has been carried out in line with the Management of Health and Safety at Work Regulations 1999.
    18. comply with all UK; Diversity, Employment, Anti-Bribery, Safeguarding, Equality & Health & Safety laws.
    19. maintain employers’ liability insurance as required by law.
    20. where applicable provide the Company with at least 1 (one) month notice of the Employer’s intention to exercise their right to the step-off point of the Apprenticeship Programme
    21. not to use the Company or any of the Services covered by this Agreement as a recruitment agency or service during the term of this Agreement. Should the Employer offer any Apprentice or candidate (introduced by the Company) employment otherwise than as envisaged by this Agreement then the Employer will be liable to pay to the Company liquidated damages of £1,500 (one thousand five hundred pounds). Both Parties acknowledge this figure is a genuine pre-estimate of the losses incurred and is not a penalty of any kind.
  6. Safety and safeguarding

    Each party shall:

    1. carry out its responsibilities under all relevant legislation, regulations and formal guidance for the protection of children and vulnerable adults including the Safeguarding Legislation;
    2. acknowledge that it has a duty of care to ensure that there are adequate safeguarding processes and checks in place, particularly for those Apprentices aged 18 and under
    3. make every effort to assure and promote the safeguarding of Apprentices during their employment and to comply with the Company’s Safeguarding Policy Statement. A copy of the full policy can be downloaded from our website: http://apprenticeships.qa.com/apprentices/support-for-apprentices/learner-services/safeguarding
  7. Fees
    1. In consideration of the Company providing the Services, the Employer will pay any applicable Employer Contribution, Top-up Fees, Service Fees and/or Other Fees. The fees shall be as set out in the Call off Contract or, if no fees are specified, the standard fees charged by the Company for such Services as at the date of provision.
    2. The Company will meet the cost of the first exam attempt and one resit of each exam per Apprentice (where applicable). The cost of any additional resits must be met by the Employer and paid prior to the Apprentice sitting the exam.
    3. All Fees are exclusive of VAT unless otherwise stated the Employer will pay the Company any VAT properly chargeable on the Services, provided the Company has delivered a correct VAT invoice as required by statute
    4. The fees shall be exclusive of any amounts incurred in relation to travel, subsistence, or other expenses, where onsite training courses have been agreed as part of the Services. The Fees shall be payable by the Employer upon presentation of invoices by the Company. The Company's policy on expenses may be found at sample expenses.
    5. Where the Employer's accounting practices require the use of a purchase order number, the Employer shall provide a valid purchase order number to the Company immediately upon signing each Call off Contract. Where applicable the Employer should also provide a copy of their internal purchase order document to the Company.
  8. Terms of Payment
    1. Subject to a satisfactory credit check the Employer shall pay the Fees invoiced by the Company in accordance with the payment terms set out in a Call off Contract as applicable.
    2. Except where otherwise specified in an Agreement, the Fees for Services shall be due and payable by the Employer within thirty (30) days of the date of the Company's invoice.
    3. Where applicable the Apprentice will not be permitted to attend off-the-job training provided by the Company if payment terms are not met for that Apprentice.
    4. The Employer shall not be entitled to exercise any set-off, lien or any similar claim in relation to fees due to the Company.
    5. Without prejudice to any other rights, the Company shall be entitled to charge interest on overdue payments at the statutory rate, such interest to run from the relevant invoice date until receipt of all outstanding payments in full in cleared funds. The Parties acknowledge that this amounts to a substantial remedy for late payment.
    6. In the event that an Apprentice leaves the Apprenticeship Programme within six (6) weeks of being inducted onto the Apprenticeship Programme by the Company the Employer will receive a refund of the Top-Up Fee less £25 administration fee, subject to clause 5. t. If the Apprentice leaves the Apprenticeship Programme after six (6) weeks of being inducted onto the Apprenticeship Programme by the Company the Employer will not receive a refund of any Top-Up Fee relating to the Apprentice.
    7. Notwithstanding that any Apprentice leaves the Apprenticeship Programme at any point no refund of any Service Fees will be made by the Company to the Employer.
    8. In the event that an Apprentice leaves the Apprenticeship Programme the refund of any Employer Contribution will be calculated on the basis of what has been delivered by the Company to the Apprentice and what was scheduled to be delivered should the Apprentice have been absent from their training session(s), less £25 administration fee, subject to clause 5. t. In the event that the Company has under-invoiced the Employer the Company will invoice the additional delivery charges to the Employer and the Employer agrees to pay the invoice in line with the payment terms.
  9. Incentive Payments
    1. Where the Employer is eligible for incentive payments from Government, the Employer will be responsible for completing the Employer Incentive Eligibility Declaration at the beginning of the Apprenticeship Programme and returning this to the Company. Details of the Incentive Payments available to employers are located at https://www.gov.uk/government/collections/sfa-funding-rules
    2. When any incentive payment is due, it is the Employer’s responsibility to complete and return the Incentive Claim Form to the Company.
    3. Upon receipt of the Incentive Claim Form, the Company will (acting as the Employer’s fiduciary agent) claim the incentive payments from the Funding Agency and will pay the full amount of the incentive payment to the Employer within 10 Working Days of its receipt.
    4. Should there be any errors or inaccuracies in the Employer Incentive Eligibility Declaration or the Incentive Claim Form as a result of the Employer’s acts or omissions, the Company may be required by the Funding Agency to recover the incentive payments previously paid to the Employer, in which event the Employer will reimburse such payments within 10 Working Days of receipt of the Company’s request. The Employer shall indemnify the Company for any loss or expense suffered or incurred by the Company as a result of the Employer's acts or omissions in relation to such incentive payments.
  10. Cancellations
    1. The Company reserves the right, at its discretion, to change course schedules, change course content, discontinue courses, limit class size and cancel training courses or events, in which case it shall use reasonable endeavors to notify the Employer and ensure that it does not negatively affect the Apprentice’s ability to complete their Apprenticeship Programme. In the event of cancellation of an element of the Apprenticeship Programme, the Company will use reasonable endeavors to reschedule the course at the first available opportunity, where possible, but shall have no further liability to the Employer whatsoever.
  11. Intellectual Property Rights
    1. Use of the Company's name or logo is prohibited except with the Company's prior written consent except or as provided by applicable law.
    2. Except where explicitly otherwise stated, nothing in the Call off Contract shall act to transfer any intellectual property rights from one party to the other. As such the Company and its licensors shall retain all right, title and interest in and to all Background IPR. The Employer shall not acquire any rights to the Background IPR or to any materials in which Background IPR subsists, including any documents, training guides, instruction manuals, drawings, diagrams, videos or any other materials provided by the Company in connection with Services.
    3. The Company hereby grants to the Employer a licence to use it’s Background IPR in those materials which the Company provides to the Apprentice solely to the extent necessary for the Apprentice to receive the Services. Except as permitted by law the Employer or the Apprentice shall not copy, reproduce, sell, license, distribute, publish or otherwise circulate any Background IPR without the Company's prior written consent.
    4. All Foreground IPR shall vest in the Company upon creation and the Employer hereby assigns with full title guarantee all Foreground IPR which relates to the Agreement. Such assignment shall take effect as a present assignment of future rights.
    5. The Company hereby grants to the Employer a worldwide, royalty-free, perpetual license to use its Foreground IPR for the fulfilment of the Apprenticeship Programme only, and provided always that the Employer shall not commercialise Foreground IPR and in particular shall not sell, license, distribute, publish or otherwise circulate Foreground IPR to any third party except with the Company's prior written consent.
    6. The Employer shall promptly inform the Company in writing of any infringement or alleged infringement of Background IPR or Foreground IPR of which it becomes aware, and of any allegation coming to the Employer's attention that the Services or the Background IPR or Foreground IPR infringe any third party’s intellectual property rights.
    7. Subject to the exclusions and limitations on liability under Clause 13 , the Company shall indemnify the Employer from and against all losses or expenses (including reasonable legal expenses) suffered or incurred by the Employer as a result of a claim that:
      1. Background IPR;
      2. Foreground IPR created by the Company;
      3. or the provision of the Services (except in the circumstances set out at Clause 11.h),

      infringes any person's Intellectual Property Rights.

    8. Where the Employer requires Services to be provided by the Company to the Employer's specifications or requires the Company to incorporate the Employer's materials within the Services, the Employer shall fully indemnify the Company from and against all losses or expenses (including reasonable legal expenses) suffered or incurred by the Employer as a result of a claim that the provision of the Services and/or use of the Employer's materials infringes any third party’s Intellectual Property Rights.
  12. Term and termination
    1. This Agreement shall continue in force whilst the Employer continues to employ Apprentices undertaking an Apprenticeship Programme unless terminated earlier in accordance with this clause 12.
    2. The Company may, in its sole discretion, terminate or suspend this Agreements and/or any Call off Contract upon ten (10) days prior written notice to the Employer if:
      1. the Employer ceases to do business or otherwise suspends business operations;
      2. becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or any proceeding is instituted against the Employer;
      3. undergoes a change of ownership or similar arrangement; or
      4. fails to make timely payments as required under any Call off Contract.
    3. The Company may, in its sole discretion, immediately terminate or suspend this Agreement and/or any Call off Contract upon written notice if the Employer
      1. commits a material breach of any Agreement and/or Call off Contract, or
      2. commits a series of breaches the combination of which constitutes a material breach of an Agreement and/or Call off Contract, or
      3. willfully defaults on its obligations in any Agreement and/or Call off Contract
      and fails to remedy the breach or default within ten (10) days after receipt of notice giving particulars thereof and requiring it to be remedied.
    4. The Company reserves the right to terminate this Agreement and/or relevant Call off Contract(s) immediately upon notice to the Employer if the relevant Funding Agency discontinues the funding or changes the eligibility criteria relating to the Apprentice Programme or makes any other change which means the Company cannot reasonably continue to provide the Apprenticeship Programme. Notwithstanding this right to terminate, the Company may at their sole discretion agree with the Employer alternative funding arrangements in order to continue the Apprenticeship Programme.
    5. Where a Call off Contract is terminated the parties agree that their obligations in any relevant Commitment Statement or ILP no longer apply.
  13. Liability
    1. Notwithstanding any contrary provision in an Agreement, neither party limits or excludes its liability in respect of:
      1. any death or personal injury caused by its negligence;
      2. any fraud or fraudulent misrepresentation; or
      3. any statutory or other liability which cannot be excluded under applicable law.
    2. The Company shall not be liable to the Employer for any loss of profit or loss of revenue or damages or costs or expenses arising out of or in connection with
      1. an Agreement and/or Call off Contract; or
      2. any breach or non-performance of an Agreement and/or Call off Contract,
      3. no matter how fundamental (including by reason of that party's negligence).
    3. The Company shall not be liable to the Employer for:
      1. any indirect loss;
      2. any consequential loss;
      3. any loss of goodwill, actual or potential business, reputation or opportunity;
      4. any loss caused by supply of inaccurate or incomplete information by the Employer; or
      5. any loss of or corruption of data or software,
      in each case arising out of or in connection with an Agreement and/or Call off Contract or any breach or non-performance of it no matter how fundamental (including by reason of that party's negligence) whether or not that party had been informed of or was aware that there was a possibility of such loss.
    4. The Company's total aggregate liability arising under or in connection with an Agreement and/or Call off Contract or any breach or non-performance of it no matter how fundamental (including by reason of that party's negligence) in contract, tort or otherwise shall be limited to an amount equal to the fees paid by the Employer under that Call off Contract in the previous twelve (12) months.
    5. The parties agree that each of the sub-clauses of this clause are separate and independent terms.
    6. To the extent permitted by applicable law the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise in connection with the Apprenticeship Programme or any goods or services (including Apprenticeship Training Materials) provided under any Call off Contract.
  14. Warranties and Representations
    1. Each party warrants and represents that, as at date of each Call off Contract, it has full capacity and authority to enter into that Call off Contract.
    2. If requested, the Company may help the Employer to choose training or other Services but the Company does not provide any warranties that such Services will be fit for the Employer's purpose and assessment and selection of Services remains the Employer's ultimate responsibility.
    3. The Company warrants that it will provide the Services with reasonable skill and care.
    4. All other warranties (express or implied) are hereby excluded to the maximum extent permitted by applicable law.
  15. Modifications and Third Party Terms
    1. The Company reserves the right to modify these Terms without prior notice on the following basis:
      1. When changes are made, the Company will post the new Terms on the following page of the Company’s website http://apprenticeships.qa.com/about-us/legal-notices/terms-and-conditions.
      2. Such changes shall apply to each Agreement entered into prior to such publication unless the Employer notifies the Company within thirty (30) days of their publication on the Company’s website that it does not accept the changes.
      3. Where notification under Clause 15.a.ii is given, the previous Terms shall remain in full force and effect for the remaining term of each Agreement entered into prior to publication of the new Terms.
      4. The new (modified) Terms shall apply to any Agreement entered into on or after the date of publication of those Terms.
    2. The Employer hereby acknowledges that the Apprentice and Employer are required to comply with any rules and regulations, laid down by the Funding Agency in relation to the Apprenticeship Programme and its funding thereof. In particular the Employer agrees to comply with the Funding Agency guidelines as updated from time to time and detailed on the Funding Agency’s website. As at April 2016 the links were https://www.gov.uk/government/collections/sfa-funding-rules for England and https://www.skillsdevelopmentscotland.co.uk/media/40665/ma-programme-rules-2016-17-1-april-2016.pdf for Scotland.
  16. Confidentiality
    1. Each Party undertakes to the other to keep confidential the terms of this agreement
    2. The Employer will keep confidential all of the Company's Confidential Information which is disclosed to it.
    3. The Employer may share the Company's Confidential Information with only those of its employees who have a need to know the information and who are subject to legally binding obligations to keep such information confidential.
    4. Subject to Clause 16.h, the Employer may not disclose the Company's Confidential Information to any third party without the Company's prior written consent.
    5. Confidential information disclosed by the Employer to the Company in relation to this Agreement shall be clearly labelled and identified as confidential by the Employer at the time of disclosure ("Employer's Confidential Information"). When concurrent written identification of Employer's Confidential Information is not feasible at the time of such disclosure, the Employer shall provide such identification in writing promptly thereafter.
    6. Oral communications pertaining to the Services shall be presumed to be confidential unless otherwise indicated by the disclosing party.
    7. Subject to Clause 16.h, the Company shall not disclose the Employer's Confidential Information, to any person except to those individuals who need access to such confidential information to ensure proper performance of the Services.
    8. Neither party shall be liable for disclosure or use of confidential information which is:
      1. generally available to the public without breach of this Agreement;
      2. disclosed with the prior written approval of the disclosing party; or
      3. required to be disclosed by applicable law or court order.
    9. If the Employer is required by a government body or court of law to disclose any of the Company’s Confidential Information, the Employer shall give the Company reasonable advance notice so that the Company has an opportunity to contest disclosure (to the extent the Employer is not prohibited from doing so by law).
    10. The Company shall be entitled to retain a copy of the Employer's Confidential Information for its internal records subject to on-going compliance with the restrictions set out in this Agreement.
    11. This Clause 16 shall survive termination or expiry of each Agreement.
  17.  Escalations, Notices and Contact Details
    1. In the event of a concern, complaint or an issue with the delivery of the Services the Employer should initially send an email to QAAcomplaints@qa.com at which point the complaint or issue will be allocated a case number and assigned to a suitable member of the Company’s team. Should further escalation be required, the Employer should contact the Funding Agency via the Apprenticeship Helpline (in England the Skills Funding Agency can be contacted on 0800 015 0400 or send an email to nationalhelpdesk@findapprenticeship.service.gov.uk ; in Scotland Skills Development Scotland can be contacted via an email to complaints@sds.co.uk).
    2. Notices must be given in writing. A notice shall be deemed effectively served:
      1. if sent by email, on the date when receipt has been personally acknowledged by return email (electronically generated receipts shall not be valid);
      2. if delivered personally, on the date when left at the Company's registered office or the Employer's address (as applicable) and signed for; or
      3. if sent by recorded delivery post, on the date when the notice has been signed for at the Company's registered office or the Employer's address.
    3. For the Company, notices shall be sent to: The Company Secretary, 55-65 Uxbridge Road, Slough, Berkshire, SL1 1SG.
    4. For the Employer, notices shall be sent to the attention of the person and address/email identified in the relevant Call off Contract.
    5. In the event of general queries, the Company may be contacted as follows:
      1. by telephone: +44 (0) 345 074 7825 ;
      2. by e-mail: employanapprentice@qa.com ; or
      3. via our website: http://apprenticeships.qa.com/contact-us
  18. Governing Law and Dispute Resolution
    1. This Agreement and each Call off Contract shall be governed by and construed in accordance with the law of England and Wales. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to all matters arising thereunder.
  19. Miscellaneous Provisions
    1. Force majeure: The Company shall not be liable for any delay or failure to deliver the Services, if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including strike, lock-out, accident, war, government action, national emergency, act of terrorism, protest, riot, civil commotion, explosion, flood, epidemic, or fire. The Company shall not be liable for any delayed or non-performance of its obligations caused by circumstances beyond its reasonable control.
    2. Relationship of parties: The parties are independent contractors. Nothing in this Agreement shall give rise to a partnership, joint venture, agency or any such other relationship between the parties. Neither party shall claim to be a legal representative, partner, agent, franchisee or employee of the other party.
    3. Data protection: For the purposes of this Clause, "the Act" shall mean the UK Data Protection Act 1998 as amended from time to time and any orders and regulations made thereunder, and "personal data", "data subject", "data controller" and "processing" shall have the meanings set out in the Act. Subject to the remaining provisions of this clause 19.c. where personal data is processed by the Company, its agents, subcontractors or employees under or in connection with this agreement, the Company shall procure and shall procure its agents, subcontractors and employees to process the personal data only in accordance with the Act
      1. Both parties hereby acknowledge and agree that when each Apprentice is registered with the Company the Apprentice will be required to provide personal information to be enrolled onto the Apprenticeship Programme and for the purposes of providing the Apprenticeship Programme services to the Apprentice, in addition the Apprentice may be required to provide additional information during the Apprenticeship Programme, all such information shall be freely used by the Company subject to its privacy policy and Data Protection policy.
      2. Both parties hereby acknowledge and agree that if the Company requests personal data in relation to an Apprentice from the Employer for the purposes of fulfilling the Company’s obligations in relation to the Apprenticeship Programme the Employer shall comply with such a request and shall ensure the Employer obtains the individual Apprentice’s consent to such disclosure.
    4. Assignment: The Company may assign or sub-contract its obligations or rights under this Agreement or any Call off Contract to a competent third party in whole or in part. The Employer may not assign an Agreement in whole or in part except with the Company's express written consent.
    5. Compliance with laws: The Employer acknowledges that Services provided under each Agreement may be subject to export control laws and regulations in the European Union. The Employer shall comply with all applicable laws, orders and regulations of any European authority in connection with receipt of Services and shall bind its employees or other users of Services accordingly.
    6. Waiver: The failure or neglect of a party to enforce any provision of an Agreement shall not be construed as a waiver of that party's rights, nor in any way affect the validity of the whole or any part of any Agreement.
    7. Severability: If any provision of this Agreement or any Call off Contract shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the affected Agreement or any Call Off Contract otherwise remains in full force and effect.
    8. Third party rights: This Agreement is not intended to be for benefit of and shall not be enforceable by any person other than a party, in particular under the Contracts (Rights of Third Parties) Act 1999.
    9. Survival: Clauses 1 (Definitions and Interpretation), 2 (Composition of Agreement), 7 (Fees), 8 (Terms of Payment), 11 (Intellectual property rights), 13 (Liability), 15 (Modifications and Third Party Terms), 16 (Confidentiality), 18 (Governing law and Dispute Resolution), and 19 (Miscellaneous Provisions) shall survive any termination or expiration of this Agreement to the extent necessary to give effect to its terms.
    10. Non-solicitation: During term of the Agreement, and for a period of one (1) year following its termination or expiry, the Employer shall not directly or indirectly employ or solicit for employment any members of the Company's then current personnel. If the Employer breaches this Clause 19.j, in addition to any other remedies available whether under an Agreement or at law, the Company shall be entitled to recover from the Employer liquidated damages of 35% of gross annual salary of the member of the Company's personnel employed or solicited for employment (as at the date their employment with the Company ended). The parties agree that such amount is a genuine pre-estimate of the Company's loss and not a penalty. This Clause 19.j shall not restrict the Employer from employing any members of the Company's personnel who apply unsolicited in response to a general advertising or other general recruitment campaign.