ACADEMY OF LEARNING LTD

Terms and Conditions

1. Introduction

These terms and conditions constitute the contract and agreement between Academy of Learning Ltd ("Academy of Learning") and (THE CUSTOMER).  These terms and conditions are entered into, and effective from signature (the "Effective Date") and are deemed to be accepted and binding by THE CUSTOMER upon THE CUSTOMER agreeing: -

(a)    A signed acceptance form for one or more specified delivery methodologies ("Contracted Programme").

or

(b)    Written acceptance of a submitted proposal by Academy of Learning Ltd ("Contracted Programme").

and shall automatically renew unless terminated by either party giving sixty days written notice.

THE CUSTOMER undertakes to treat all information concerning the process and methodology employed by Academy of Learning Ltd as commercial in confidence, therein recognising the sensitive nature of commercial information.

2. Reference to Delivery Programme

1 .     Each Delivery Programme, together with its Programme Schedules, will define the scope of work for the particular assignment under the Agreement.  Such Delivery Programme will specify the co-ordinators, Academy of Learning Ltd. staff assigned, type of work, location and approximate length of assignment, price as agreed, deliverables and their due dates and criteria for successful completion of the assignment.  The Delivery Programme becomes a part of this Agreement from the date of signature.

2.      Academy of Learning Ltd. owns the full responsibility of programme implementation as specified in the Delivery Programme

3.      Unless otherwise specified in a Delivery Programme, Academy of Learning Ltd. may subcontract the performance of services to qualified service suppliers.

3. Responsibilities

Academy of Learning Ltd. shall be responsible for the provision of all services and deliverables within the Delivery Programme unless otherwise stated.

Academy of Learning Ltd. warrants that qualified personnel will perform services in a good and workmanlike manner conforming to generally accepted industry standards and practices.

It is the responsibility of both Academy of Learning Ltd. and THE CUSTOMER to provide a team of people who are sufficiently knowledgeable and empowered to assist each other to facilitate the management of the program. All members and responsibilities of the "Programme Team" should be defined and agreed between both parties.

THE CUSTOMER shall request any deviation from the agreed services only in writing and properly signed by both parties.  Such change requests may entail a change to the agreed price.

THE CUSTOMER shall be responsible for all dependencies as outlined in the Delivery Programme and will provide Academy of Learning Ltd. at THE CUSTOMER'S expense with the necessary technical material, data, and information sufficient to enable Academy of Learning Ltd. to carry out its obligations under the Agreement.  THE CUSTOMER is responsible for the accuracy and completeness of all information, which it furnishes to Academy of Learning Ltd.

4. Payment

1.       The price of the services and associated expenses is determined for each assignment in the Delivery Programme or associated Schedules of Delivery.

2.      Payment for services is due upon receipt of invoice, unless otherwise stated in the Delivery Programme.  Academy of Learning Ltd. is entitled to apply an interest rate of 5.0% p.a. above the Barclays base rate, accruing on a monthly basis, on any overdue payment.

3.      Any taxes or duties due in the fulfilment of any Delivery Programme under this Agreement shall be paid by THE CUSTOMER.

4.      If the cost to Academy of Learning Ltd. of performing its obligations under the Agreement is increased due to any Laws, regulations or directives coming into effect after the Effective Date, Academy of Learning Ltd. may add such increase to the prices payable under the Agreement.  Should such changes lead to a reduction in the cost to Academy of Learning Ltd., THE CUSTOMER will see the benefit of such cost saving.

5.      Failure to make payment on the Due Date will entitle Academy of Learning Ltd. to stop Service and withhold products until such time as payment is received or parties have agreed on payment.  This is in addition to any other remedies THE CUSTOMER liable at Law to Academy of Learning Ltd.

5. Cancellation

1.     Either THE CUSTOMER or Academy of Learning Ltd. may terminate this agreement by giving either party sixty (60) days written notice of such action. All outstanding invoices must be paid together with;

1.1.1.      any expenses 

1.1.2.      the next scheduled stage payment that is due after the time of cancellation, whether it has been billed or not. Such stage payments will be detailed in the Schedules of Delivery.

6. Liability

Every effort is made to ensure the relevance of information provided.  However, it is the responsibility of THE CUSTOMER to check all credentials and references.  Academy of Learning Ltd cannot accept any liability for any loss, expense, and damage incurred directly or indirectly by THE CUSTOMER in respect of any Contracted Programme.

7. Confidentiality

Any Confidential Information received by a party shall be retained in confidence and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, this Agreement.  The receiving party shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorised use, dissemination or publication of the Confidential Information.

8. Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, or any other cause, which is beyond the reasonable control of such party.  If such delays continue for more than thirty (30) consecutive days then either party may elect to terminate this agreement with no further obligations on either party.  Upon such termination, settlement would be agreed on a pro-rata basis for all outstanding phases, the subject of the signed Delivery Programme or proposal, which have not yet been implemented.

9. Jurisdiction

All agreements shall be interpreted in accordance with English law and all parties submit to the jurisdiction of the English Courts.

10. Enticement

THE CUSTOMER and Academy of Learning Ltd, undertake that they shall not during or within 12 months after the termination of the Standard Terms and Conditions without the other party's prior written consent knowingly entice or solicit for employment of engagement any employee, sub-contractor or other staff of Academy of Learning Ltd who have been engaged in relation to the Contracted Programme.

11. Intellectual Property Right

The process and methodology and or by a person employed by Academy of Learning Ltd. shall remain the property of Academy of Learning Ltd.

12. Variation

This agreement shall not be varied in anyway, except in writing by both parties.