ACADEMY OF BUSINESS ADAPTATION FEE PAYMENT & SERVICE(S) AGREEMENT
ACADEMY OF BUSINESS ADAPTATION Limited – ABA is the registered name with Companies House UK for the purpose of carrying out (among other services) professional trainings to its customers both individuals and client organisations.
ABA or The Academy and the Customer will enter into business Agreement on these terms and conditions, and ABA and its staff will provide the services set out in the Agreement on ABA’s behalf.
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Start Date: means the date that The Academy announces as the commence time for training of any of its offered programmes.
Completion Date: means the date that The academy set as the end of the training. The start and the completion date is always set at the beginning of the training and shared with each participant. The Academy issues a notification stating the start and the end date of training, either pursuant to clause 2.3 or 2.5(a).
Course/Programme Fee: means the fee payable by the Customer to Academy of Business Adaptation for training(s) offered, as set out in this terms and conditions.
Programme Term: has the meaning given in clause 4.1.
Programme Certificate: means, in the context of a Programme paid for and attended by the Customer as scheduled/organized by The Academy pursuant to this Agreement, that The Academy has judged that the Customer meets the criteria (e.g., attended the training, actively participated in the trainings/discussion, etc,) and qualifies to receive the Programme certificate of completion. The Customer can display the Programme certificate and in relation to it, subject to the terms and conditions of this Agreement.
Academy Digital Badge: the Academy shall make available digital badge for participants after the completion of the Programme. The
Customer has the opportunity to display the digital badge as part of his/her e-signature/status/qualification/achievement. Or may use the digital badge for lawful purposes and no fraud or any activity that may harm the Academy brand or its functions/operations.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Customer Name/Brand: Customer name, profile and/orin case of Client organization, itsbrand (of the Customer) that the parties agree should be used by Academy on its website or for promotional purposes.
Programme Term: has the meaning given in clause 4.1.
Framework: The Academy’s set down structured way of dealing with the Customer.
Group: in relation to a client company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Programme Payment Consideration: has the meaning given in clause 4.1.
Learner: an individual employed by the Customer or otherwise authorised by the Customer who participates in a Programme after it has been Approved.
Learner Fees: the fees payable by the Customer to The Academy in return for enrolling and participating in the Programme, and for learners to access the training materials/resources, as detailed in the Contract Details and clause 8.
Approved Products: any items, materials and training as offered by the Academy.
Materials: all materials (including materials in electronic form, videos and audio content) comprising or relating to the Programme(s), including advertisements, manuals and communications, but excluding client completion certificates.
Pathways API: any platform interface created by The Academy specifically for the Customer under this Agreement in order to create the Pathways Specification.
Pathways Specification: where the Customer has chosen a ‘Pathways’ option (as described in the Contract Details), the specification agreed between the Customer and The Academy which sets out the Customer’s requirement for a tailored version of the Programme pathway as described on the website and/or in the Contract Details;
Programme: each learning course offered (or to be offered) by The Academy to the Customer (or its employees in case of client
organization) with the issue of Programme certificate and digital badge upon completion of the Programme in accordance with this Agreement.
Resources: the training materials, other items, and management resources available through the Site.
Site: www.academyofbusinessadaptation.co.uk or any other website notified to the Customer by The Academy from time to time.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
User Details means the username and password data or other access details used by the Customer or the Learners to access the Site and the Resources.
1.2 Interpretation. (i) Headings shall not affect the interpretation of this Agreement. (ii) A person/customer includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s representatives, successors or permitted assigns.
(iii) Unless the context otherwise requires, words in the singular shall include the plural (and vice-versa) and a reference to one gender shall include a reference to the other genders. (iv) A reference to a statute or statutory provision is a reference to it as amended, extended, reenacted or consolidated from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. (v) Any words that follow include, includes, including, in particular or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words. (vi) A reference to writing or written includes e-mail but not faxes. (vii) References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. ON BOARDING & REVIEW PROCESS
2.1 The Customer shall fill in the form or complete all the details on The Academy website and submit online to The Academy in order to be considered for on- boarding, review and enrollment on the Academy’s Programme.
2.2 In consideration of the Customer’s payment of the Approval Fee to The Academy. The Academy shall process the Customer’s payment and enrollment for the Programme against the Framework (including space and available date) follow the procedure set out in clauses 2.3 to 2.5 below.
2.3 Within 7 Business days and/or 20 Business days of receipt of the payment, The Academy shall notify the Customer (via e-mail) whether or not the payment has been received successfully for the Programme(s) on offered (in the form provided) is (or are) enrolled on the Programme, and where The Academy notifies the Customer that she has been enrolled on a Programme, the date of such notification is the “Approval Date” in relation to that Programme. This is different from the “Start date”.
2.4 If The Academy does not receive half of the payment, the Academy is not obliged to enroll the Customer for the Programme and may notify the Customer:
(a) The Academy shall inform the Customer (via email) of the reasons for declining enrollment at the time and the steps The Academy requires the Customer to take in order to meet the Framework; and
(b) the Customer (if it wishes to proceed) shall use all reasonable endeavours to:
(i) ensure The Academy receive half of or 50% of the Programme fee on the set date, and any related requirements, in accordance with The Academy’s requirements as notified in accordance clause 2.4(a); and
(ii) submit/email a request to be considered for the Programme and meet the other requirements (e.g., evidence of being a professional, a working adult etc.,) to The Academy within a reasonable period before the start date of the Programme and in any event no longer than 30 days from The Academy’s notification.
2.5 Following receipt of Programme fee and the Customer responding to the requirements in accordance with clause 2.4(b)(ii), The Academy shall review the revised Programme fee/request against the Framework. The Academy and the Customer shall follow the procedure set out in clauses 2.3 and 2.4 until either:
(a) The Academy notifies the Customer that the relevant Programme requirements including fee payment has been received/reviewed and is Approved, and the “Approval Date” shall be construed accordingly;
(b) The Academy has reviewed up to 3 iterations of the relevant Programme and/or requirement and the minimum payment (50 %) Programme fee has not been received, in which case the Academy may not notify the Customer of the “Approved date”, the Academy may terminate this Agreement by giving written notice to the Customer; or
(c) The Academy or the Customer serves at least 30 days’ written notice on the other terminating this Agreement, in which case this Agreement shall terminate upon the expiry of that notice.
3. PROGRAMME/TRAINING FEE
3.1 The Programme/Training Fee shall become due and payable by the Customer to the Academy (Academy of Business Adaptation) on the date of this Agreement.
3.2 Where selected on the payment site, customer has option of paying in 3 installments. The business operates on non-refundable fee basis. However, re-schedule of training “Start date” can be agreed upon customer’s request. Payment for training Agreement is terminated pursuant to either clause 2.5(b) or 2.5(c), The Academy shall refund 50% of the payment Fee received thus far, (including any applicable VAT) to the Customer.
3.3 Errors in Payment
If payment was made in error (e.g., wrong course selected), the client must notify The Academy in writing within 48 hours. While fees remain non-refundable, we may at our discretion allow a transfer to the correct course or issue training credit.
4. PROGRAMME TERM
Where a customer has been approved to attend a Programme (as selected by the Customer), including (other payment/installments as approved at the Academy’s discretion), the Programme Term shall commence on the advertised start Date and (subject to notification sent out to the Customer by 4.1 The Academy as initiated by Customer payment and training availability date in accordance with the provisions of this Agreement) shall continue for duration of the training to the stated end date.
During the Programme Term, the parties shall act for mutual benefits on the following basis:
(a) The Academy shall offer training to Customer on the Programme(s) as scheduled;
(b) The Customer shall make himself/herself available each session, each week all through the duration of the Programme training time and date
(c) The Academy shall make available for the Customer the training materials each week for the use of the Customer.
(d) The Customer is considered as learner (or if the Customer is an organization, its nominated staff that participate in learning on the Programme), and has the responsibility to engage actively during training, and work with the materials provided by The Academy;
(e) The Customer (i.e., Learner) is expected to do all activities as instructed by the Academy whilst in and after the training on the Programme.
(f) The Academy will act on reasonable requests of the Learner (e.g., missing a session of the training, or additional help understanding/practicing some concepts taught)
(g) Where Learner(s) has undertaken or are undertaking Programme(s); such are expected to provide feedback on their learning experience and resources.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
(a) provide the Academy with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by The Academy;
in order to allow The Academy to comply with the terms of this Agreement;
(b) provide the Academy with such information as it may require to allow access for the Learners to the Site, including but not limited any information information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(d) comply, and shall procure that the Learners comply, with The Academy and its partners (e.g., The Institute of Leadership’s joint privacy policy) and the terms of use for the Site, as available on the Site, as amended by notification to the Customer from time to time;
(e) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; and
(f) ensure that the Customers/Learners use the Site and the Resources in accordance with the terms and conditions of this
Agreement and shall be responsible for any Learner’s breach of this Agreement.
5.2 The Customer:
(a) warrants that it has and will maintain and perform all necessary obligations under this Agreement.
(b) will obtain at its own expense all other textbooks, further materials as may be recommended necessary for successful completion of the provision of the training Products.
5.3 The Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of all User Details.
5.4 The Customer acknowledges and agrees that the exercise of the learner’s access granted to the Customer under this Agreement is subject to all applicable laws, enactments, regulations and other similar instruments in any jurisdiction or territory in which the Customer intends to make use of the training Products available, and the Customer understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.
7. CONFIDENTIALITY
7.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after expiry or termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this Agreement.
8. DATA PROTECTION
The provisions of Schedule 2 will have effect in this Agreement
9. FURTHER ASSURANCE
Each party shall, use all reasonable endeavours to procure that any necessary third party shall, execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
10. WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
12. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives)
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
14.THIRD PARTY RIGHTS
14.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except that clause 2.5 of this Agreement.
14.2 The rights of the parties to terminate, rescind or vary this Agreement are not subject to the consent of any other person.
15. NO PARTNERSHIP OR AGENCY
15.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person
16. NOTICES
16.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to [email protected] (in the case of the Academy) or, in the case of either party, to such email address as may be notified from one party to the other party from time to time.
16.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this context, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
16.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17. FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 2 weeks’ written notice to the affected party.
18. GOVERNING LAW
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
DATA PROTECTION
1. DEFINITIONS
In this Section, the following terms have the meanings set out below.
Agreed Purposes: the performance by each party of its obligations under this Agreement and the promotion of the Programme(s) and the Resources which form the subject matter of this Agreement. controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: the UK Data Protection Legislation (and where the parties share Personal Data of any data subjects in the European Union, the GDPR and any other European Union legislation relating to personal data) and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
GDPR: means the General Data Protection Regulation (EU) 2016/679).
Permitted Recipients: the parties to this Agreement, The Academy, its employees and the Customer (or in the case of Client Organisation, its employees and/or assigned learners) each party, any third parties engaged to perform obligations in connection with this agreement.
Shared Personal Data: the personal data to be shared between the parties under paragraph 2.1. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
a) the names of Learners;
b) the email addresses of Learners;
c) telephone number,
d) the job titles is non-mandatory
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
UK GDPR: means the GDPR as it forms part of domestic law in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the UK or of a part of the UKfrom time to time).
2. DATA PROTECTION
2.1 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
2.2 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
2.3 Each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
(g) not transfer any personal data received from the Data Discloser outside the UK and EEA unless the transferor:
(i) complies with the provisions of Article 26 of the GDPR or UK GDPR, as the case may be (in the event the third party is a
joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR or UK GDPR; or (ii)there are appropriate safeguards in place pursuant to Article 46 GDPR or UK GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR or UK GDPR applies to the transfer.
2.4 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators.
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) maintain complete and accurate records and information to demonstrate its compliance with this Schedule and allow for audits by the other party or the other party’s designated auditor; and
(i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
2.5 Each party shall indemnify the other (and the Customer shall indemnify The Academy) against all liabilities, costs, expenses, damages and losses (including but not limited to 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 all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.