Terms of Business | Staff Skills Academy

We are “Staff Skills Academy” which is one of the trading names of Academy Plus Group Limited, a company limited by shares registered in England and Wales. Our company registration number is 08761384, and our registered office is at 6 Corunna Court, Corunna Road, Warwick, Warwickshire, England, CV34 5HQ. Our registered VAT number is 382819269.

Staffskillstraining.co.uk is for business users only. If you are a consumer, please do not use this site and go to newskillsacademy.co.uk instead. Please note that you are a business user if you are using our site wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

Together with our Website Terms of Use, our Privacy Policy and our Cookie Policy (which are expressly incorporated into these Terms of Business), these are the terms upon which we supply our subscription services and digital content to you.

Please read these Terms of Business carefully before you agree to them and purchase anything from us.

If you are agreeing to these Terms of Business on behalf of an organisation (i.e. a company, partnership or otherwise), you are warranting that you have the requisite authority to bind that organisation.

You can contact us at any time regarding a question about these Terms of Business or about our service by emailing us on: support@staffskillstraining.co.uk. We will do our best to get back to you as soon as possible.

It is agreed:

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms of Business:

Authorised Users: the individuals who are authorised by the Customer to use the Services and the Documentation, as further described in clause 7.2(d).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer: means the person (whether an individual, company, partnership or otherwise) whose details are entered into the Website during the ordering process, as the person purchasing Services from Staff Skills Academy.

Customer Data: the data inputted by the Customer and its Authorised Users for the purpose of using the Services or facilitating the Customer’s use of the Services.

Documentation: any course documents made available to the Customer by Staff Skills Academy online via the Website.

Effective Date: the date that these Terms of Business were agreed to by the Customer via the Website.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, [industry schemes] and sanctions, which are applicable to either the Customer or an Authorised User [(but not Staff Skills Academy)] relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Initial Subscription Term: the initial subscription term selected and paid for by the Customer on the Effective Date.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Services: the subscription services provided by Staff Skills Academy to the Customer under these Terms of Business via the Website or any other website notified to the Customer by Staff Skills Academy from time to time.

Software: the online software applications provided by Staff Skills Academy as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to Staff Skills Academy for the User Subscriptions, as set out on the Website during the ordering process.

Subscription Term: has the meaning ascribed to it in clause 2.1.

User Subscriptions: the user subscriptions selected and purchased by the Customer via the Website which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms of Business.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

Website: means staffskillsacademy.co.uk and all related sub-domains.

1.2 Unless the context otherwise requires:

(a) words in the singular shall include the plural and in the plural shall include the singular;

(b) a reference to one gender shall include a reference to the other genders; and

2. Commencement and subscription term

2.1 These Terms of Business shall form a legally binding contract between the Customer and Staff Skills Academy, and shall commence on the Effective Date and, unless otherwise terminated as provided for in these Terms of Business, continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms of Business shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of these Terms of Business,

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

3. Services

3.1 Staff Skills Academy shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms of Business.

3.2 Staff Skills Academy shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out outside of Normal Business Hours; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Staff Skills Academy has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance where possible.

4. Changes to our Services and these Terms

4.1 Staff Skills Academy may make changes to the Website or its Services:

(a) to reflect changes in relevant laws and regulatory requirements (from time-to-time); and

(b) to implement minor technical adjustments and improvements; for example to address a security threat. These changes should not affect the Customer’s use of the Website or the Services.

4.2 Staff Skills Academy may make more significant changes to its Website or its Services and these Terms of Business, but if it does so, it will shall take all reasonable steps to notify the Customer of the same (in a timely manner) and then Customer may elect to terminate the supply of the Services (and these Terms of Business) before the changes take effect, and receive a refund for any Services paid for but not received.

4.3 Staff Skills Academy may update, or require the Customer to update digital content, provided that the digital content shall always match the description of it provided to the Customer before it was purchased.

5. Suspending Services

5.1 Staff Skills Academy may have to suspend the supply of its Services to:

(a) deal with technical problems, or make minor technical changes; and/or

(b) update the Website or its digital content (to reflect changes in relevant laws and regulatory requirements or as notified by it to the Customer in accordance with clause 4).

5.2 Staff Skills Academy shall take all reasonable steps to notify the Customer in advance that it will be suspending supply of the Services, unless the problem is urgent or an emergency. If the suspension is for longer than an immaterial period of time, Staff Skills Academy shall, where appropriate, offer Customers a refund for any Services which have been paid for in advance but which have not been received as a result of the suspension (provided always that such suspension actually impacted the Customer’s ability to receive the full-value of the Services).

5.3 Staff Skills Academy shall be entitled to suspend its Services in the event of non or late payment. This right is in addition to Staff Skills Academy’s right to charge the Customer interest on late payments in accordance with clause 6.5.

5.4 Staff Skills Academy may withdraw its Services or Website on reasonable notice to the Customer at any time. In such circumstances, Staff Skills Academy shall offer Customers a refund for any Services which have been paid for in advance but which have not been received as a result of the withdrawal.

6. Charges and payment

6.1 The Customer shall pay the Subscription Fees to Staff Skills Academy for the User Subscriptions in accordance with this clause 6.

6.2The Customer shall on the Effective Date provide to Staff Skills Academy valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and, the Customer hereby authorises Staff Skills Academy to bill such credit card:

(a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(b) subject to clause 2.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.

6.3 The Subscription Fees:

(a) shall be payable in pounds sterling;

(b) are, subject to the Customer’s rights in clauses 4.2, 5.2, 5.4, 16.2 and 17, non-cancellable and non-refundable; and

6.4 Staff Skills Academy shall be entitled to increase the Subscription Fees once a year upon no less than 60 days’ prior written notice to the Customer. If the Customer does not agree to such increase, the Customer may within 14 days of receipt of such notice, elect to terminate the Subscription Term and these Terms of Business giving no less 30 days’ written notice to Staff Skills Academy. Such notice should be emailed to Staff Skills Academy at: support@staffskillstraining.co.uk .

6.5 If the Customer does not pay any amounts due under these Terms of Business, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7. User subscriptions

7.1 Subject to the Customer purchasing the User Subscriptions by paying the Subscription Fees in accordance with clause 6, the restrictions set out in this clause 7 and the other terms and conditions of these Terms of Business, Staff Skills Academy hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

7.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed regularly and that each Authorised User shall keep their password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Staff Skills Academy within 5 Business Days of Staff Skills Academy’s written request at any time or times;

(e) it shall permit Staff Skills Academy or Staff Skills Academy’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with these Terms of Business. Each such audit may be conducted no more than once per quarter, at Staff Skills Academy’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and

(f) if any of the audits referred to in clause 7.2(e) reveal that the Customer has underpaid Subscription Fees to Staff Skills Academy, then without prejudice to Staff Skills Academy’s other rights, the Customer shall pay to Staff Skills Academy an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

7.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and in the event of a breach of this clause by the Customer or any of its Authorised Users, Staff Skills Academy reserves the right, without liability or prejudice to its other rights, to suspend supply of the Services to the Customer and/or terminate these Terms of Business immediately upon notice.

7.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Business:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 7; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or Staff Skills Academy’s network and information systems,

7.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Staff Skills Academy.

8. Data protection

8.1 If Staff Skills Academy processes any personal data on the Customer’s behalf when performing its obligations under these Terms of Business, the parties record their intention that the Customer shall be the data controller and Staff Skills Academy shall be a data processor and in any such case the parties shall comply with the Data Processing Schedule.

9. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Staff Skills Academy makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Staff Skills Academy. Staff Skills Academy recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Staff Skills Academy does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

10. Staff Skills Academy’s obligations

10.1 Staff Skills Academy shall perform the Services with all reasonable skill and care.

10.2 Staff Skills Academy’s obligations at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Staff Skills Academy’s instructions, or modification or alteration of the Services by any party other than Staff Skills Academy or Staff Skills Academy’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 10.1, Staff Skills Academy will, at its own expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.

10.3 Staff Skills Academy:

(a) does not warrant that:

(i) the Customer’s use of the Services will be uninterrupted or error-free;

(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;

(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or

(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.4 Staff Skills Academy warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms of Business.

11. Customer’s obligations

11.1 The Customer shall:

(a) provide Staff Skills Academy with:

(i) all necessary co-operation in relation to these Terms of Business; and

(ii) all necessary access to such information as may be required by Staff Skills Academy;

in order to provide the Services, including but not limited to Customer Data;

(b) without affecting its other obligations under these Terms of Business, comply with all applicable laws and regulations with respect to its activities under these Terms of Business;

(c) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms of Business and shall be responsible for any Authorised User’s breach of these Terms of Business;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Staff Skills Academy, its contractors and agents to perform their obligations under these Terms of Business, including without limitation the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by Staff Skills Academy from time to time; and

(f) be, to the extent permitted by law and except as otherwise expressly provided in these Terms of Business, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

11.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

12. Proprietary rights

12.1 The Customer acknowledges and agrees that Staff Skills Academy and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms of Business do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.2 Staff Skills Academy confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms of Business.

13. Confidentiality

13.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with the provision of the Services, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(b) any information developed by the parties in the course of performing the Services and the parties agree that:

(i) details of the Services, the results of any performance, security, penetration, Vulnerability or other logical, analytical, data or information gathering tests carried out on the Services, shall constitute Staff Skills Academy’s Confidential Information; and

(ii) Customer Data shall constitute Customer Confidential Information.

13.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms of Business (the Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.

13.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause 13.

13.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

13.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms of Business are granted to the other party, or to be implied from these Terms of Business.

13.8 Except as expressly stated in these Terms of Business, no party makes any express or implied warranty or representation concerning its Confidential Information.

13.9 The above provisions of this clause 13 shall continue to apply after termination or expiry of these Terms of Business.

14. Indemnity

14.1 The Customer shall defend, indemnify and hold harmless Staff Skills Academy against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Staff Skills Academy provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

14.2 Staff Skills Academy shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with these Terms of Business infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Staff Skills Academy is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Staff Skills Academy in the defence and settlement of such claim, at Staff Skills Academy’s expense; and

14.3 In the defence or settlement of any claim, Staff Skills Academy may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms of Business on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

14.4 In no event shall Staff Skills Academy, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than Staff Skills Academy; or

(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Staff Skills Academy; or

(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Staff Skills Academy or any appropriate authority; or

(d) the Customer’s breach of these Terms of Business.

14.5 The foregoing and clause 15.3(b) state the Customer’s sole and exclusive rights and remedies, and Staff Skills Academy’s (including Staff Skills Academy’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

15. Limitation of liability

15.1 Except as expressly and specifically provided in these Terms of Business:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Staff Skills Academy shall have no liability for any damage caused by errors or omissions in any Customer Data or information provided to Staff Skills Academy by the Customer in connection with the Services, or any actions taken by Staff Skills Academy at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Business; and

15.2 Nothing in these Terms of Business excludes the liability of Staff Skills Academy:

(a) for death or personal injury caused by Staff Skills Academy’s negligence; or

(b) for fraud or fraudulent misrepresentation.

15.3 Subject to clause 15.1 and clause 15.2:

(a) Staff Skills Academy shall have no liability for any: loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses;

(b) Staff Skills Academy’s total aggregate liability to the Customer (including in respect of the indemnity at clause 14.2) in respect of all breaches of duty occurring within any Subscription Term shall not exceed:

(i) Where the Subscription Term is for a period of less than 12 months, 100% of the total Subscription Fees paid for that Subscription Term; OR

(ii) Where the Subscription Term is for a period of 12 months or more, 100% of the total Subscription Fees paid in respect of these Terms of Business year in which the breach occurred. A “contract year” shall mean a 12-month period commencing on the Effective Date or any anniversary of it.

15.4 References to liability in this clause 15 include every kind of liability arising under or in connection with these Terms of Business including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.5 Nothing in these Terms of Business excludes the liability of the Customer for any breach, infringement or misappropriation of Staff Skills Academy’s Intellectual Property Rights.

16. Termination

16.1 Without affecting any other right or remedy available to it, Staff Skills Training may terminate these Terms of Business and the Subscription Term with immediate effect by giving notice to the Customer if:

(a) the Customer fails to pay any amount due under these Terms of Business on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; and/or

(b) the Customer breaches clause 7.3 and/or clause 7.4 of these Terms of Business.

16.2 Without affecting any other right or remedy available to it, either party may terminate these Terms of Business and the Subscription Term with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of these Terms of Business and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(b) to clause 16.2(j) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.3 On expiration or termination of the Subscription Term for any reason:

(a) all licences granted under these Terms of Business shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; and

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

17. Force majeure

Staff Skills Academy shall not be in breach of these Terms of Business or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the Customer may terminate these Terms of Business by giving written notice to Staff Skills Academy by email to: support@staffskillstraining.co.uk .

18. Entire agreement

18.1 These Terms of Business constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party acknowledges that in entering into these Terms of Business it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Business.

18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Business.

19. Notices

19.1 Any notice given to a party under or in connection with these Terms of Business 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:

(i) Staff Skills Academy: support@staffskillsacademy.co.uk

(ii) Customer: the email address supplied to Staff Skills Academy during the ordering process.

19.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, 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

(c) if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

19.3 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.

20. General

20.1 The Customer shall not, without the prior written consent of Staff Skills Academy, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms of Business.

20.2 Staff Skills Academy may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms of Business.

20.3 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.4 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.5 Except as expressly provided in these Terms of Business, the rights and remedies provided under these Terms of Business are in addition to, and not exclusive of, any rights or remedies provided by law.

20.6 If any provision or part-provision of these Terms of Business is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Business.

20.7 If any provision or part-provision of these Terms of Business is deemed deleted under clause 20.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.8 Nothing in these Terms of Business is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20.9 These Terms of Business do not give rise to any rights under these Terms of Business (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Business.

20.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

20.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Business or its subject matter or formation (including non-contractual disputes or claims).

DATA PROCESSING SCHEDULE

1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

2. Data Protection Legislation:To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

2a) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Staff Skills Academy is subject, which relates to the protection of personal data.

2b) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

3. EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

4. EU Law: the law of the European Union or any member state of the European Union.

5. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

6. DATA PROTECTION

6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 1.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Staff Skills Academy is the Processor. Appendix 1 sets out the scope, nature and purpose of processing by Staff Skills Academy, the duration of the processing and the types of Personal Data and categories of Data Subject.

6.3 Without prejudice to the generality of paragraph 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Staff Skills Academy and/or lawful collection of the Personal Data by Staff Skills Academy on behalf of the Customer for the duration and purposes of these Terms of Business.

6.4 Without prejudice to the generality of paragraph 1.1, Staff Skills Academy shall, in relation to any Personal Data processed in connection with the performance by Staff Skills Academy of its obligations under these Terms of Business:

(a) process that Personal Data only on the documented written instructions of the Customer which are set out in Appendix 1 unless Staff Skills Academy is required by Domestic Law or EU Law to otherwise process that Personal Data. Where Staff Skills Academy is relying on Domestic Law or EU Law as the basis for processing Personal Data, Staff Skills Academy shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits Staff Skills Academy from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or Staff Skills Academy has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Staff Skills Academy complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Staff Skills Academy complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this Schedule.

6.5 The Customer consents to Staff Skills Academy appointing third-party processors of Personal Data under these Terms of Business. Staff Skills Academy confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule and in either case which Staff Skills Academy confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Staff Skills Academy, Staff Skills Academy shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph 1.5.

6.6 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this Schedule by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms of Business).

APPENDIX 1: PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1. Processing by Staff Skills Academy

(a) Scope, Nature and Purpose of processing: Processing personal data to the extent required to provide the Services in accordance with these Terms of Business.

(b) Duration of the processing: the duration of the service provision. Data is deleted or anonymised following termination of these Terms of Business in accordance with its terms.

2. Types of Personal Data

(a) As may be included by the Customer and Authorised Users in any uploaded data to the Software, which may include name, contact information, course progress, certificates.

3. Categories of Data Subject

The Authorised Users (which might consist of the Customer’s employees and subcontractors)

Course categories