ted Learning TERMS AND CONDITIONS OF BUSINESS

ted Learning TERMS AND CONDITIONS OF BUSINESS

When working with ted, we consider it a partnership with both parties committed to successfully working together with equal respect.  By engaging with ted Learning, you are agreeing to these terms of business during our working partnership.

This is the legal bit, but we work collaboratively and will strive to ensure we are easy to do business with.

1. Contracts and charges:

We need all client instructions to be provided via email or in writing prior to the commencement of any project so that both parties agree on what is being delivered by ted on your behalf. We will confirm receipt in writing.

2. Payment terms:

Training / Digital Courses

ted will require in advance of commencing any training, digital licences, or video production a Purchase Order and Invoice Address details including email address for invoice submission.

For Virtual and Face to Face Training, we will require a 100% deposit of the delivery cost to secure all booked dates.

For Digital Courses, 100% payment is required in advance of access to the courses on our ted HuB or prior to courses being provided for the clients’ own platform.Additional licences / courses can be purchased, for which we will require payment up front before we add these to your account.

Invoices must be paid within 30 days of receipt.

Training services will not be provided unless this payment has been received in advance.

HuB / Platform Services

For HuB Customers on a monthly payment contract, we require a Purchase Order in advance of the months service & payment up front.

For HuB Customers on an annual rolling contract, we require the full 12 months of Purchase Orders in advance and payment to be received in advance ofeach month’s service. Payments will be required to be made via Direct Debit / Standing Order.

Where the contract rolls into a following year, the next 12 months purchase orders shall be required in advance. Invoices must be paid within 30 days of receipt.

We reserve the right to withdraw services on the platform where payment is not received in a timely manner each month.

Video Production

With any Video Production, we will require 100% payment up front and before any work shall commence. Invoices must be paid within 30 days of receipt.

Expenses

Expenses costs will be agreed prior to booking, and we always aim for the lowest cost in both travel and accommodation. We will invoice for any agreed expenses in advance and these need to be settled within 10 days of receipt.

Advance Payment for Services

If a client has made a request to ted to pre-pay / pay in advance for work (whether the work to be delivered is agreed / confirmed or not), any and all moniesreceived must be spent within the next 12 months from receipt in full unless prior written agreement has been made with ted that any monies may be carried overto the next financial year. Without this written

agreement in place, any monies not spent within this time frame cannot be refunded to the client. ted will, on demand, provide

regular updates for what is left on account and make all effort to ensure this is spent within the agreed timeframe.

Late Payment

Late payments will be subject to an interest rate of 8% per annum above the Bank of England base rate.

 

3. Cancellation:

We appreciate sometimes that situations change, and dates need to be moved and will do all we can to be supportive. When a booking is made dates are exclusively reserved for the client and the team who will deliver the service are confirmed.

When dates are cancelled, the following will apply:

• More than eight weeks’ notice – no charge other than time and costs incurred to date (this includes any pre-booked travel / accommodation costs that cannot be refunded, proof will be provided).
• Less than eight weeks’ notice but more than two weeks’ notice – 50% of fees payable (including any pre-booked travel / accommodation costs that cannot be refunded, proof will be provided).
• Two weeks or less notice – 100% of fees payable + all expenses

4                Postponement:

We will allow one postponement of the course date with at least 24 hours’ notice and the new date must be rescheduled to be delivered within 12 weeks of the original delivery date/s. In these circumstances, there will be no additional fee payable.

Expenses that cannot be refunded with the providers of those services (e.g. hotel or travel) will need to be covered in full by the client.

However, if any further postponement is then requested, the full original fee will be lost, and we will make an additional 100% charge to deliver the work.

5. Unforeseen Circumstances:

We know the weather can be unpredictable and we are therefore flexible if this impacts the delivery of our training.

When bad weather or the risk of other such circumstance is high and the client cancels, we will not charge any cancellation or rebooking fee providing that the booking is reinstated for delivery within 12 weeks of the original date.

The client shall, however, reimburse the cost of any pre-purchased travel tickets or hotel reservations in these cases unless ted

can receive a full refund for them from the providers.

If industrial action is called that affects the planned delivery of training, ted will work with the client to organise a suitable alternative – this might be virtual deliveryor a revised date. In these circumstances, ted will cover any incurred expense costs.

6. Copyright
   • For the purposes of this Agreement, “Intellectual Property”/”IP” shall mean: any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites.
   • All written or published material, where the content is delivered by ted to the Client, whether or not originated or customised for the purpose of a specific project (‘ted Materials’), remains ted’s copyright unless otherwise assigned. The Client is required not to copy or use ted’s material in any way without prior written agreement, save that ted grants the Client a non-exclusive, assignable, irrevocable, and perpetual licence (including the right to sub-licence) to theClient to use ted

materials for the purposes envisaged by this contract, including, but not limited to, in respect of the deliverables under any order form. Furthermore, where the ted Materials contain content is provided to the Client for the purpose of internal delivery by the Clients own team, ted assigns the ownership of IP of thiscontent exclusively to the Client and, for the avoidance of

doubt, such content may be used by the Client in perpetuity.

• ted shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other reasonable professional costs and expenses) suffered or incurred by the Client in connection with any claim made against the Client for actual or alleged infringement of a third party’s Intellectual Property rights arising from this Agreement. This clause 6.3 shall survive termination of the signed Contract.

7. Termination:

The Client may terminate the Agreement for convenience at any time during the Term with 30 days’ written notice to ted. The client will only be liable for costs incurred and services provided during this period as incurred by ted directly for this project

and provided itemised to the client.

8. Professional liability:

Consultancy and training are provided with reasonable skill and care, in good faith, and are developed and dispensed with the intention of achieving the objectives of the Client. ted has the relevant insurances in place covering this.

9. Value Added Tax (VAT):

VAT will be added to all taxable supplies at the current rate where applicable. If you are outside of the UK or require us to invoice a business outside of the UK, VAT will not be included.

10. Costs and expenses recharged:

All costs quoted are plus expenses unless specified and agreed in advance. Expenses will be charged at cost, and we require our team to book at the most cost-effective rates.

11. Venue & equipment:

Where we are delivering face to face training, our quotation is based on our team having access to a suitable venue equipped with digital projector/screen andflipchart/white board(s). Notwithstanding the foregoing, the training consultant shall use their own computer or materials when required.

For all video production work, all equipment will be provided by ted.

We may require the use of props or uniforms in delivering content and this will remain the property of the client and shall be returned after sessions or video production is complete.

12. Non-solicitation:

By agreeing to the terms of this Agreement, during the Term, and for a period of one (1) year thereafter, each Party agrees not to solicit for employment, nor employ, either directly or indirectly, whether as an independent contractor, consultant, employee or otherwise, any individual who is, or was, during the term, an associate , contractor or employee of the other Party who was engaged in the provision or receipt of the services rendered under this Agreement except by way of a general publicly-available advertisement.

13. Privacy:

ted and Client agree that where the Client’s personal data is processed, GDPR regulations shall apply. A copy of our GRPD policy is available on request.

14. Force Majeure:

Neither Party is responsible for non-performance of their obligations under this Agreement when such non-performance arises from an event beyond a Party’s reasonable control, which includes (but is not limited to) fire, flood storm, strikes or other industrial action, failure of telecommunication services, war, riot, theactions of any government or public body or the

unexpected sickness, accident or bereavement experienced by the training consultant(s) (each a “Force Majeure Event”). ted

warrants that it shall take all reasonable steps to perform its obligations under this Agreement when their performance is prevented or delayed by a ForceMajeure Event, including but not limited to providing a virtual delivery option, alternative

qualified delivery team or new dates. If a strike on public transport is confirmed after a booking has been made, ted reserves

the right to move to a new non-affected date unless the client is prepared to pay for alternative travel and expense options.

15. Recording of Virtual Classroom

If you have requested for us to record a Virtual Classroom session, it is the client’s responsibility to inform all employees attending the session that it will be recorded. Recordings are encrypted and stored securely on our internal systems. Requests for recording of Virtual Classroom sessions must be made in advanceand we reserve the right to refuse to record a session if the request is made without sufficient notice and learners have not been informed directly by their employer.Footage will be edited prior to supply to remove and non-session related content.

16. Liability:

Save in respect of clause 6.3, neither Party shall be responsible for any indirect or consequential loss sustained by the other Party, such as, but not limited to, loss of profit, loss of earnings, loss of anticipated savings, loss of revenue or loss of goodwill.

Save in respect of clause 6.3, or in respect of matters where liability cannot legally be limited, neither party’s liability to the other Party under this Agreement shall exceed £500,000.

Should contingency plans be required, then ted will make suitable prior arrangements by separate contract or amendment to this Agreement, subject to, in this case and/or in respect of any other amendment to this Agreement, no amendment being valid unless agreed in writing between the Parties

Address for correspondence:
ted Learning Limited, The Old Chapel, Lenham Heath Rd, Maidstone, Kent ME17 2BS
Company No. 12647309 VAT No. 350-1579-16 Telephone: 01732 495925 accounts.payable@squariclegroup.com