Internet Induction and Training Services Agreement between
When you order any training session your contractual relationship is with Osmosis Training Ltd, a company incorporated in England and Wales 4122947 with its registered office at Suite 30812, 72 New Bond St, London, W1S 1RR (the “Service Provider”); and
Client, the person who purchases an online and/or a live, face to face session, agree as follows:
IT IS AGREED as follows:
The terms used in the agreement are defined below:
Additional support has the meaning given to it in Clause 9.2
Cancellation has the meaning given to it in Clause 6.2
Damages – means any loss, damage, cost (including reasonable legal fees) or liability.
Effective date means the date of this agreement or, in relation to Online purchases, the date on which the client successfully completes the Online Purchasing Process
Live Sessions or Classroom Based Training Lessons means the lessons, training and education that will take place at 164-168 Westminster Bridge Road, Waterloo, London, SE1 7RW or any other designated location designated from time to time by the Service Provider.
Information means any information, in whatever form, (including any information given orally and any document, electronic file, images, still and moving, and sound recordings or any other way of representing and recording information which contains or is derived or copied from such information) which relates to the Services.
Information Provider means any person which provides Information to the Service Provider.
Materials means any hardware and/or software and related documentation or Information supplied by the Service Provider.
Online lessons means the lessons, information, training and education that will be provided online via the Service Provider's server.
Online Purchasing Process means the process by which the Client purchases a Service from the Service provider.
Operation Protocol means the guidelines and rules by which the Client shall use the services, as amended from time to time.
Service/Services means the Live Sessions, Online Lessons, Materials, Support and any other similar service(s) supplied from time to time by the Service Provider in accordance with the terms set out in this Agreement.
Service Fees means the fees charged by and payable to the Service Provider for the supply of the Services as specified during the online purchasing procedure, and/or related schedules, declarations or operation protocols.
Site means the website of the designated representative of the Service Provider entitled www.osmosistraining.co.uk.
Service administrator means the designated representative of the Service Provider.
Support means any r easonable technical support and training by email or telephone, as ordered by Client at time of purchase.
System means any Client System that is used by the Client to access and display data that may include Information, education, training services or inductions supplied by the service provider.
2. Scope of the Agreement
The Service Provider will supply the Services to the Client and the Client will pay the Service Fees and use the Services in accordance with this Agreement.
3. Commencement and Duration
The agreement shall commence on the Effective Date and shall continue for an initial term of 12 months unless terminated earlier in accordance with this Agreement.
4. Services – General
4.1 The Service Provider shall retain at all times ownership of the Information.
4.2 The Service Provider shall retain at all times control over the form and content of the Services and reserves the right to change, alter or vary the Services from time to time in accordance with Clause 8 (Change to Services).
4.3 The Information may only be distributed as directed by the Service Provider which for the purposes of this Agreement may via the Site server to the Client. Any certificate or CPD downloaded from the site cannot be altered in any form.
4.4 Unless contrary to any agreement with an Information Provider, the Service Provider will retain all ownership of intellectual property rights in relation to the Information, Online Lessons, Materials, Live Sessions and Services.
4.5 The Service is subject to a specific storage limitation. The Information contained in any certificate will be removed electronically after one year of undertaking the Service by the Service Provider. Therefore the certificate will be downloaded as soon as reasonably practicable after the Services(s) have been provided.
5. Service Provider Obligations
5.1 The service Provider shall perform the services with all skill, care and diligence and to the professional standards which may reasonably be expected of a competent provider carrying out services similar in nature, scope, size and purpose.
5.2 The Service Provider shall comply, during the provision of the Services, including, but not limited to, the Data Protection Act.
For the purposes of the Data Protection Act, the Service Provider nominates Phil Addison or any other person nominated as such by the Service Provider from time to time, as Data Protection Officer, Osmosis Training Ltd, 164-168 Westminster Bridge Road, Waterloo, London, SE1 7RW. The Service Provider shall be entitled to retain any such information, for the purpose of the Data protection Act, in order as may be necessary in order to facilitate the (i) purchasing of the services; (ii) access to the Services by the Client; (iii) access by the services to its records.
6. Clients Obligations
6.1 The client agrees to pay the Service Fees and all related charges for the Services including (but not limited to):
(a) charges for the online Information allocation and the booking of Live Sessions and/or Online Lessons as displayed during the Online Purchasing Process;
(b) all applicable taxes and duties payable in respect of the Services as displayed during the Online Purchasing Process.
6.2 The Client may cancel its attendance to a fixed date Live Session and/or Classroom Based Training Session by submitting a cancellation notice (the “Cancellation Notice”), to the Service Provider within the period specified and according with the instructions displayed on the Site. Upon receipt of such cancellation notice, the Service Pr ovider will refund to the Client, within a reasonable period of time, the specified Service Fees and/or charges paid by the Client. For the avoidance of doubt, the Client shall not be entitled to a refund unless it submits the Cancellation Notice in accordance with this Clause 6.2.
6.3 The Client agrees to comply at all times during the use of the services, with all applicable laws, rule and regulations applicable to the services.
6.4 The Client will be responsible for obtaining and making all consents and licenses and making all filings necessary to receive or use the services, as may be notified by the Service Provider from time to time.
6.5 The client by proceeding with an order confirms to the service provider their compliance with section 7.
6.6 The conditions contained in the Agreement regarding the use of Information also apply to manipulated Information and stored Information.
6.7 The client shall comply with the confidentiality undertaking set out in section 7 below.
6.8 The client acknowledges that information Providers may have rights in the information which they supply and agrees:
6.8.1to comply with any registration which such Information Providers may require; and
6.8.2 to comply with any restrictions or conditions imposed on the use, access, storage or re-distribution of Information by the relevant Information Provider, as notified to the Client by the Service Provider or by such Information Provider whether in writing(including on screen notices) or otherwise.
7.1 Except as expressly provided in this Agreement, the client may not duplicate, publish, sell, license, re-distribute or otherwise use or permit the use of all or any portion of the Services.
7.2 The Client undertakes to use the Information, materials and the induction and/or training/education/continuing professional development only for their own educative purposes and not for any commercial purposes or the purposes of providing an induction or education or training service to another person outside the scope of the agreement
7.3 The Client may not permit access to or re-distribute Information or any other evidence of undertaken training other than for the purpose of induction and/or training/education/continuing professional development.
7.4 Any re-distribution of Information in breach of this paragraph 9 is subject to the Service Provider prior approval, and the \service provider may impose such conditions as it thinks fit. Id in any doubt as to whether the current or proposed practice falls within the limited right of redistribution in paragraph 2.9, the Client shall promptly notify the Service Provider and the Service provider will inform the Client if its consent is required or not.
7.5 The Client will delete all Information obtained from the use of a Service upon cancellation or termination of that service and upon the Service Provider's reasonable request, confirm and certify such deletion to the service provider.
7.6 The Client will not acquire any intellectual property or similar rights in the services, Information, Live Sessions, Online Sessions or Materials and the Client to comply with notices bringing such rights to a Clients attention and all laws relating to such rights. The Client will not remove, conceal or alter any copyright or other propriety notice incorporated in the Services.
8. Changes to Services
8.1The service provider reserves the right to alter, modify or vary the form and content of the Services from time to time, provided that such alteration, modification or variation will not (i) constitute a fundamental change in the nature of the Services, and (ii) cause any deterioration in the level of the Services.
8.2 If the Service provider wishes to change the Services, it shall provide the client with reasonable notice
9. Support and Additional Support
9.1The Service Provider and/or any of its nominees, shall provide Support to a level indicated by the Client's purchase, provided that the Client complies with the relevant instructions as to the necessary software required on the Client's system.
When providing Support, the Service Provider and/or its nominees will comply with the Client's reasonable requirements relating to security and confidentiality. Such support may be given over the phone or Online, as determined by the Client's purchase.
9.2 The Service Provider and/or any of its nominees will provide Support during normal office hours (9am to 5pm UK time). Additional support requested outside these hours will be subjected to additional fees.
9.3 If the Client requires Support outside normal office hours referred to in Clause 9.2 above,
(“ Additional Support ”), such Additional Support will be subject to the additional fees specified
by the Service Provider.
9.4 The client agrees, that in providing Support or Additional Support, the Service Provider may recommend that the Client upgrades its system materials, applications and/or network to maintain compatibility with the Service.
10.1 Either party may terminate the Agreement in whole or in part by written notice if the other party is in breach of any of its material obligations under the Agreement and fails to remedy such breach (if capable
of remedy) within, in the case of a breach by the Client of its obligations under Section 7, 72 hours and
in the case of any other breach by either party, 30 days of written notice.
10.2 If the Client materially breaches any of its obligations under the Agreement, the Service Provider may, at its sole discretion, immediately suspend the Services in whole or in part of without penalty.
10.3 The Service Provider may cancel a Service or part of a Service, as the case may be, by written notice if the provision of all or party of that Service:
(a) depends on an agreement between the Service Provider and a third party, and that agreement is modified or terminated for any reason or breached by the third party and, as a result, the Service Provider is unable to provide all or part of that Service upon terms reasonably acceptably to the Service Provider; or
(b) becomes illegal or contrary to any requirement of any regulatory authority.
10.4 The Service Provider will be in material breach of its obligations under this Agreement if it fails to provide Online Lessons for a continuous period of more than 10 working days and fails to provide fixed
date Classroom Based Lessons for a continuous period of more than 10 pre-arranged fixed date sessions
10.5 Where the Services are temporarily unavailable, this will not be considered a breach as specified in Section 10.2
10.6 Upon expiration or termination of the Agreement in the whole or in part, unless otherwise specifically agreed between both parties, the Client must delete or return any Information in its possession to the Service Provider and certify such deletion in writing to the Service Provider
10.7 All disclaimers and restrictions relating to the Services shall survive the termination of the Agreement:
11.1 Neither party nor any Information Provider, nor any third party supplier will be liable for any Damages in connection with the provision of or failure to provide the Services except as set out in Section 11.2.
11.2 The Service Provider accepts liability for:
Death or personal injury cause by its negligence during the provision of the Services in accordance with this Agreement;
Any direct Damage caused by its gross negligence or wilful misconduct
11.3 Except as expressly stated in the Agreement, all express or implied conditions, warranties or undertakings, whether oral or in writing, in law or in fact including warranties as to satisfactory
quality and fitness for a particular purpose are excluded as permitted by English law.
11.4 Neither the Service Provider, nor any Information Provider, nor any third party supplier will be liable to the Client for any indirect, special or consequential loss or Damage (including business interruption and loss of profits) arising out of the Agreement or the Services.
11.5 To the extent permitted by law, the total liability of the Service Provider arising during the provision of the Services in accordance with this Agreement shall not exceed £100 (one hundred pounds).
11.6 The Service Provider shall not be liable for any Damage arising out of its failure to perform an obligation under this Agreement due to circumstances beyond its control. Should such circumstances continue for more than 3 months, either party may cancel any affected Service immediately upon giving written notice to the other party.
11.7 The Client agrees that this section 11 is enforceable by and for benefit of the Service Provider,
Information Providers and any other third party suppliers to the Services.
11.8 The Services, Materials, Information, Live Sessions and Online Lessons are aimed to assist health workers who work on temporary basis or who are new to a work place or who are subject to an induction or annual training update. The Service Provider does not guarantee that the content or information will meet any requirements needed in respect of any regulatory standards. A potential Client is obliged to check prior to commencing of the Online Purchase Process that the content is appropriate for their use.
12.1 All notices under the Agreement will be sent by registered mail or by fax or email or delivered in person:
By the Service Provider to the Client at the address set out in the Online Purchasing Process;
By the Client to the Service Provider at the address provided on the Site.
12.2 Neither party may assign any right or delegate any obligation under the Agreement or any part of it without the prior written consent of the other. This consent may not be unreasonably withheld or delayed.
12.3 The Agreement is governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
12.4 If any part of the Agreement is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of the Agreement.
12.5 If either party delays or fails to exercise any right or remedy under the Agreement, that party will not be deemed to have waived that right or remedy.
12.6 The Clients agrees that if the Service Provider so requests in writing, it will provide written confirmations as to whether it is in compliance with the terms of this Agreement.
12.7 This Agreement replaces any previous agreement between both parties in respect of the Services and applies to any Services already supplied by the Service Providers.
12.8 This Agreement contains both parties' entire understanding regarding the Services.
12.9 (a) In order to take account to new services or new policies, Osmosis Training may amend or add to this Agreement.
12.10 This Agreement is subject to strictest confidentiality.