Governing the Agreement Between the Customer (‘You’) and EduCare Learning Ltd.

At the moment that EduCare Learning Ltd. (‘we’ or ‘us’) accept your order, a binding legal contract exists between you and us. The contract is subject to the terms and conditions set out below. BY PLACING AN ORDER FOR THE PRODUCTS AND/OR SERVICES, YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS. These terms and conditions, the advertised prices of the products and services, and your order constitute the entire agreement between you and us.

1.    ‘EduCare" is the trading name of EduCare Learning Ltd, a company registered in England (No. 01741045), whose registered office is at Crown House, 33 Warwick Street, Leamington Spa, Warwickshire CV32 5JX, United Kingdom. Our VAT registration number is 398 3384 00.

2.    ‘Customer’ means the entity whose name and registered address is set out on any order to which these terms and conditions shall relate.

3.    How the contract is formed between us.

a. We shall sell and Customer shall purchase the products and/or services, as set out in the Quotation (if the Customer accepted it), or the Customer’s order (if we accepted it), subject in either case to these terms and conditions, which shall govern the contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

b. No variation to these terms and conditions shall be binding unless agreed in writing between authorised representatives of the parties.

c. Any advice or recommendation given by us or our employees or agents to the Customer or the Customer’s employees or agents as to the storage, application or use of the programmes, which is not confirmed in writing by us, is followed or acted upon entirely at the Customer’s own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

d. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

4.      Delivery. Any dates quoted for delivery of the programmes are approximate only and we will not be liable for any delay in delivery of the programmes however caused. Time for delivery shall not be of the essence of the contract between the Customer and us unless previously agreed by us in writing. We may deliver the programmes in advance of the quoted delivery date on giving reasonable notice to the Customer. Delivery charges apply for orders of less than 10 programmes (paper).

5.    Risk. The risk in the products will pass to you the moment the products are dispatched from our premises.

Risk and Title. Notwithstanding delivery and the passing of risk in the products, or any other provision of these terms and conditions:

a. the property in the products shall not pass to the Customer until we have received in cash or cleared funds payment in full of the price of the products or for our services in connection with the same and all other products or services agreed to be sold by us to the Customer for which payment is then due;

b. until such time as the property in the products passes to the Customer, the Customer shall hold the products as our fiduciary agent and bailee, and shall keep the products separate from those of the Customer and third parties and properly stored, protected and insured and identified as our property, but the Customer may resell or use the products in the ordinary course of its business;

c. until such time as the property in the products passes to the Customer (and provided the products are still in existence and have not been resold), we may at any time require the Customer to deliver up the products to us and, if the Customer fails to do so forthwith, we may enter on any Customer premises or premises of any third party where the products are stored and repossess them;

d. the Customer may not pledge or in any way charge by way of security for any indebtedness any of the products which remain our property, but if the Customer does so all moneys owing by the Customer to us shall (without limiting any other right or remedy that we may have) forthwith become due and payable.

6. Price. All prices for UK customers exclude VAT at the prevailing rate (unless otherwise indicated) and are as set out on the Quotation or as otherwise specified from time to time, unless in cases of obvious error. Prices are subject to alteration. However, any change in price will be notified to the Customer prior to the Customer’s acceptance of the order. The Customer has the right to cancel any order affected by the price change up to 5 working days after we notify the Customer of the price change.

7. Additional charges. Our additional charges are set out in the Additional Charges Schedule to these terms and conditions. We reserve the right to charge the Customer additional charges in the event that the Customer asks us to:

a. Resend, replace or reissue paper copies of any part(s) of the programme, including certificates which have incorrect personal details due to no fault of our own;

b. Replace an online programme with a paper copy due to the Customer’s computer system not meeting the specifications detailed in our technical specification set out on our website or otherwise available at the Customer’s request.

c. Amend or replace participants’ personal details.

8. Invoices. Unless otherwise agreed, we will raise our invoice and deliver it to the Customer upon receipt of the Customer’s order. The Customer shall pay our invoice(s) in full and in cleared funds and without deduction or set-off, within 30 days of receipt of such invoice by BACS to the following account: Barclays Bank PLC, sort code: 20-48-08, account name: EduCare Learning Ltd; account number: 80322318 giving the Customer name for the payment reference or alternatively by cheque delivered to the address on the invoice.

9. Interest on late payment. Without prejudice to any other right or remedy that we may have, if the Customer does not pay us on the due date, we may:

a. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis, whether before or after any judgment and the Customer will pay such interest immediately on demand. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

b. suspend the supply of all products or provision of any services until payment has been made in full.

10. Account opening. When the Customer opens an account with us, the initial order will be charged on a pro-forma basis and shall be for an amount no less than £100+ VAT.

11. Sums due on cancellation. All sums payable to us under any order or sums incurred under any order (but not yet invoiced) will become due immediately on its cancellation, despite any other provision. This is without prejudice to any right to claim for interest under the law, or any such right under these terms and conditions.

12. Our right to set off. We may without prejudice to any other rights we may have, set off any liability of the Customer to us against any liability of us to the Customer.

13. Cancellation of services. In respect of consumers only, if we provide services to the Customer of a non-personalised nature, under the Consumer Protection (Distance Selling) Regulations 2000 the Customer has the right to cancel an order with us provided that the Customer notifies us within 7 working days of receipt of our confirmation of the order, and that the Customer acts in accordance with these terms and conditions. Cancellation must be notified in writing and is only effective when we confirm it to the Customer in writing. The Customer does not need to state the reason for cancellation nor will the Customer have to pay any penalty. Once we have accepted the Customer’s cancellation, any payment received will be refunded within 14 days.

14. Cancellation of orders or projects. Once an order has been placed with us – and confirmed in writing, we reserve the right to charge a cancellation fee of 25% of the total order cost, should that order subsequently be cancelled. Similarly, where large projects are abandoned by Customers or Clients once work has already been carried out by, or on behalf of, EduCare, we reserve the right to charge a cancellation fee to cover our total costs in terms of materials, free trials or samples, expenses and time.

15. Cancellation of paper programmes. Once an order has been placed with us – and confirmed in writing, we reserve the right to charge a cancellation fee of 25% of the total order cost, should that order subsequently be cancelled. However, we reserve the right to increase this charge to 35% of the total cost of the order, for any cancellation of orders for paper programmes and/or services if we have already personalised or dated, packed or despatched the paper materials to participants. The Customer must notify us of their intention to cancel the order within 7 working days of receipt of the programmes. Cancellation must be notified in writing, and is only effective when we confirm it to the Customer in writing. We will only accept the return of paper programmes provided that they have not been started, and are returned, at the Customer’s own expense, in re-saleable, pristine condition within 30 calendar days of receipt. This is without prejudice to our other rights under these terms and conditions.

16. Cancellation of online programmes. Once an order has been placed with us – and confirmed in writing, we reserve the right to charge a cancellation fee of 25% of the total order cost, should that order subsequently be cancelled, provided that no login details have been sent. Once login details and passwords to access the programme(s) have been sent, but before any part of the programme has been opened, a Customer may cancel the programme within 30 calendar days, though we reserve the right to charge an additional registration fee of £5 per programme cancellation. The Customer has no right to cancel any online programme following commencement of the programme.

17. Compatibility of online programmes. The technical specifications required to use the online programmes are available at www.educare.co.uk or by telephoning EduCare. We accept no responsibility or liability for a Customer’s failure to use all or part of the online programme due to the Customer’s computer system not meeting the specifications required to utilise the online programme. We are under no obligation to provide online programmes if a Customer’s computer system does not meet the specifications required to utilise the programme and may only provide replacement paper copies at our own discretion and subject to the provisions of clause 7.

18. Expiry of online programmes. A Customer must complete the online programme no later than 12 months following the date on which we sent login details and passwords confirmation for accessing the programme(s). We will not be obligated to commence or continue provision of the online programme if a Customer fails to complete the online programme within 12 months and, for the avoidance of doubt, the Customer will have waived their right to cancel or return the online programme following such date.

Expiry of paper programmes. The print date appears on all paper programme materials that will be returned (for marking) to us. Participants have 12 months from the print date in which to complete their programme and submit their answers to us. We cannot guarantee that we will accept, mark answers or certificate, beyond that date

Warranty. The Customer acknowledges and agrees that the products and services that we supply operate as a guide for training purposes only. As such we accept no liability of any nature whatsoever (save as set out in section 20 below) if, following the training, a situation occurs giving the Customer (or any of its participants) the opportunity to apply the skills taught during the training, but notwithstanding such training, loss or damage is sustained by the Customer (or any of its trainees). We use our reasonable endeavours to ensure that the descriptions and content of programmes on any of our media are current, however we do not give any warranty as to the accuracy of any such information to its suitability for any purpose for which the Customer may wish to purchase it, or otherwise. The products and services listed in any brochure, promotional material, website or any other medium, constitute an invitation to treat. We cannot guarantee product and/or service availability. Should a product and/or service be temporarily (or permanently) unavailable, we shall notify the Customer accordingly and the Customer shall be given the option to cancel the order. If the Customer does not cancel the order, the Customer will be deemed to have accepted the new date for availability (where appropriate). This shall be the Customer’s sole remedy in respect of product and/or service availability.

19. No other warranty. Subject as expressly provided in these terms and conditions, and except where the products and/or services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

20. Liability. Subject to section 19 and to any liability which cannot be excluded at law, we shall not be liable for any indirect or consequential loss of any kind including: loss of profits; loss of business; depletion of goodwill; loss of opportunity; loss of anticipated savings; loss of contract; loss of goods; loss of use; loss or corruption of data or information; or special, indirect, consequential or pure economic loss, costs, damages, charges and expenses (including legal and other professional fees and expenses) in contract, tort (including negligence) or otherwise arising. We shall only be liable for direct losses caused by us (except for liability for death or personal injury where there is no limit) up to a maximum (per claim or series of related claims) of the price of the products and/or services (as applicable) giving rise to the claim.

21. Damaged Products. The Customer must notify us in writing of any damage caused to products in transit within 7 days of receipt of the product(s) and we will arrange for collection of the products. We shall provide replacement products if we agree that the products were damaged in transit. If we dispute the claim, we reserve the right to invoice the Customer for the return carriage of the products to us and for the second delivery costs of returning the products back to the Customer. This provision does not affect a consumer’s statutory rights.

22. Events beyond our control. We shall not be liable for a failure to deliver the products and/or services or any delay in doing so or for any damage or defect to products and/or services delivered that is caused by any event or events beyond our control, including but not limited to, an act of God, hostilities, terrorism, industrial strikes, lock-out or other industrial disputes, breakdown of systems or network access, third party supplier issues, flood, fire, explosion or accident.

23. No waiver. No waiver by us of any breach of these terms and conditions by the Customer shall be treated as a waiver of any subsequent breach of the same or any other provisions.

24. Data Protection. We will process personal data that we hold about the Customer in accordance with our [Privacy Policy], the terms of which the Customer agrees by accepting these terms and conditions. We reserve the right to make a nominal statutory charge if you request access to your personal data that we hold and process on our database. This does not affect your rights under the Data Protection Act 1998.

25. Third Party Markers. Without prejudice to the provisions of our Privacy Policy, the Customer acknowledges and consents to relevant personal will be transferred to external examination bodies and other third parties in order that the completed programmes may be assessed and marked. This does not affect your rights under the Data Protection Act 1998.

26. Notices. Any notice required to be given under these terms and conditions shall be in writing and shall be delivered personally, or sent by pre-paid first class post, recorded delivery or by fax or email to the other party using the contact details set out on the order or as otherwise specified by the relevant party by notice in writing to the other party. Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in this clause, if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting or if delivered by fax or email, on the date of sending provided that a copy of the original transmission is sent by prepaid first class post to the other party at the address specified in this clause within 24 hours of the day of the original fax or email transmission.

27. Assignment. The Customer shall not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the contract. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights under the contract and may subcontract or delegate in any manner any or all of our obligations under the contract to any third party or agent. Each party that has rights under the contract is acting on its own behalf and not for the benefit of another person.

28. Invalidity. If any provision of these terms and conditions is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable then that provision shall be limited to the minimum extent necessary so these terms and conditions shall otherwise remain in full force and effect and enforceable.

29. Entire Agreement. These terms and conditions supersede any prior or other agreement between the parties whether written or oral relating to its subject matter.

30. Rights of Third Parties. A person who is not a party to the contract shall not have any rights under or in connection with it.

31. Governing Law. These terms and conditions shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction to decide any dispute concerning the terms and conditions or the subject matter of these terms and conditions.

Additional Charges Schedule

A. Replacement Parts

To re-send/replace a learning module                                                                                             £2.50 + VAT per module

To re-send/replace a questionnaire, answer sheet, activity sheet                                                       £1.00 + VAT per sheet

To re-send/replace a complete paper programme or paper copy of an online programme already purchased             Half the price of the full programme + VAT

Mis-spelt Certificates - all programme instructions and completion emails (for online programmes) contain instructions/reminders for participants to check and confirm that their personal details are correct, and we emphasise that this is exactly how your name will appear on the certificate unless you change it.

For EduCare’s mistakes                                                                                                                              Free of charge

For participants’ errors or failure to inform/correct personal details, we charge a replacement fee of                       £5.00 + VAT per certificate

Further copies of certificates                                                                                                        £5.00 + VAT per certificate

B. Changing Participants’ Details

Where possible, participants’ personal details (name, address for despatch etc) are provided to us at the time of ordering, so that materials can be personalised before despatch. However, if participants’ details are unknown, programmes are marked and sent as ‘participant to be advised’ and personal details of the participant are added later.

Sometimes, organisations wish to allocate a programme to a different person (where there are changes in staff, for example). This can be done easily for paper programmes by simply crossing out and adding the new name on to the programme materials that will be returned to us (for marking). There is no charge for making these changes.

However, once an online programme has been purchased with an individual’s name and email address supplied, and a welcome email (containing log in details and passwords) has been sent to that individual, it is not possible to simply pass it on to another individual. This change of participant’s details means registering a new user on to our Learning Management platform, and the fee for that is £2.50 + VAT per change of participant. We only accept one change in participant. Thereafter, our standard charges per programme shall apply.

C. Failures

Paper Programmes. Participants may re-sit any failed module(s) or the proficiency test of a programme, at a cost of £7.50 + VAT per module or proficiency test (not per programme).

Online Participants. The learning management system automatically allows participants to have a second attempt to pass the questionnaire(s) of a programme at no additional cost. There is no automatic second attempt to pass proficiency tests. Participants may re-sit any failed module(s) or the proficiency test of a programme, at a cost of £7.50 + VAT per module or proficiency test (not per programme).

‘NSPCC Child Protection – Staying Aware’ and ‘Safeguarding Vulnerable Adults’ Test. We do not allow participants who have failed these programmes (test papers) to purchase further attempts or re-sits. We strongly recommend that participants complete the full NSPCC EduCare Child Protection Awareness, or Protecting Vulnerable Adults programmes instead.