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TERMS AND CONDITIONS FOR SUPPLY OF INSTITUTE OF LEADERSHIP & MANAGEMENT (ILM) LEVEL 3 TRAINING

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" means these Terms and Conditions (which includes the attached Schedules), the Website Ts&Cs available at https://www.mkctraining.com/site/terms together with the applicable Course Description;

1.2 "CITB" means the Construction Industry Training Board

1.3 "Course Description" means a statement of work, details of course content, quotation or other similar document describing the Services to be provided by the Supplier;

1.4 "Customer" means the organisation or person who purchases goods and/or services from the Supplier;

1.5 "Eligibility Requirements" are as set out in Schedule 1 to these terms and conditions;

1.6 "ILM" means the Institute of Leadership and Management;

1.7 "ILM Level 3 Qualification" means the Construction ILM level 3 qualification in Leadership and Management Practice for the Construction and Built Environment Sector;

1.8 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.9 "Parties" means the Customer and the Supplier collectively, individually referred to as a Party.

1.10 "Services" means services to be provided by the Supplier to the Customer under the Agreement;

1.11 "Supplier" means MKC Training Services Ltd;

1.12 "Third Party" refers to any outside party, contractor or consultant which the Supplier may choose to deliver the Services;

1.13 "Trainee" shall mean delegates attending Training Courses;

1.14 "Training Course" means the specific course(s) as detailed in the Course Description;

1.15 "Working Day" means every weekday apart from Saturday, Sunday, and United Kingdom statutory holidays.

2 GENERAL

2.1 These Terms and Conditions shall apply to the supply of training Services for the ILM Level 3 Qualification by the Supplier to the Customer.

2.2 Before the commencement of the Services, the Customer shall be required to submit the registration details requested by the Supplier. The Supplier reserves the right to not provide the Services if the requested registration details are not provided.

2.3 The Customer hereby grants permission for CITB, or the Supplier on CITB's behalf, to upload information of Trainees who have achieved an Award and / or a Certificate onto the Construction Training Register.

2.4 The Supplier shall use reasonable endeavours to complete the Services within estimated time-frames but time shall not be of the essence in the performance of any Services.

2.5 Each Party warrants and represents that, as at date of the Agreement, it has full capacity and authority to enter into the Agreement. Where an individual person enters this Agreement directly but is booking the Services on the instruction of their employer, that individual hereby confirms that they have the authority to enter into the Agreement on behalf of their employer.

2.6 If the Customer is an organisation entering into an Agreement on behalf of its employees or end users, the Customer warrants and represents that it has full capacity and authority to enter that Agreement and that it has provided sufficient notice and obtained all necessary consents and permissions required by applicable law, including Data Protection Legislation in relation to employee Personal Data (see also Schedule 2 of this Agreement).

3 PRICE AND PAYMENT (for CITB levy paying Customers)

3.1 The price for the supply of the training Services will be covered by CITB provided the Customer meets the Eligibility Requirements (see Schedule 1 of this Agreement).

3.2 The only amounts payable by the Customer for the Services are the ILM registration fee as detailed in the Course Description and any cancellation fees as detailed at clause 12 below. Invoiced ILM registration fees shall be due and payable prior to course commencement and never more than 30 days from date of invoice receipt (provided there are more than 30 days until the course commencement) unless alternative terms have been agreed in writing between the Parties. Cancellation fees shall be payable within 14 days of cancellation.

3.3 In the event of late payment, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5% per annum above the base rate of the Bank of England. In the event that the Customer's procedures require that an invoice be submitted against a purchase order to facilitate payment, the Customer shall be responsible for issuing such purchase order before the Services are supplied in the case of the ILM registration fee and within the 14 day period for cancellation fees stated above.

3.4 The arrangements set out within this clause 3 are at all times subject to the continued availability of funding from the CITB which the Supplier has no control over. Should this funding be stopped, the Customer will have the option to pay the full price for the training in accordance with Clause 3A below or cancel the training with no cancellation fee. The Supplier shall have no liability to the Customer in these circumstances.

3A PRICE AND PAYMENT (for non-CITB levy paying Customers)

3A.1 The prices for the supply of training Services are as set out Course Description on the Supplier's website unless a different price has been agreed in writing by the Supplier. The Customer shall pay via the Supplier's website where this option is available or otherwise the Supplier shall invoice the Customer in advance of course delivery unless agreed otherwise in writing by the Parties.

3A.2 Invoiced amounts shall be due and payable prior to course commencement and never more than 30 days from date of invoice receipt (provided there are more than 30 days until the course commencement) unless alternative terms have been agreed in writing by the Parties.

3A.3 In the event of Late Payment, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5% per annum above the base rate of the Bank of England. In the event that the Customer's procedures require that an invoice be submitted against a purchase order to facilitate payment, the Customer shall be responsible for issuing such purchase order before the Services are supplied.

4 DESCRIPTION OF THE SERVICES

4.1 All Services shall be required only to conform to the Course Description as amended from time to time.

5 DELIVERY

5.1 Time for delivery shall not be of the essence and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.

6 TITLE

6.1 Where the Supplier for the purpose of the Agreement issues any property, materials etc. such property shall be and remain the property of the Supplier.

7 CUSTOMER OBLIGATIONS

7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1 co-operate with the Supplier;

7.1.2 provide the Supplier with any information reasonably required by the Supplier;

7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the Services; and

7.1.4 comply with such other requirements as may be set out in the Course Description or otherwise agreed between the Parties;

7.1.5 where applicable, ensure that the Supplier's staff and any sub-contractors engaged by the Supplier are informed of all relevant health and safety requirements of the Customer's site at the outset of any services performed.

7.1.6 shall (and shall ensure that Trainees sent to the training) observe and comply with such rules and regulations as may be in force at any time for the use of premises provided by the Supplier and shall pay for the cost of making good any damage caused.

7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer's failure to comply with Clause 7.1.

7.3 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

7.3.1 the Supplier shall have no liability in respect of any delay to the completion of any Services;

7.3.2 if applicable, the timetable for the Services will be modified accordingly;

7.3.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8 NOT USED

9 WARRANTY

9.1 The Supplier warrants that the Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

9.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by the Supplier.

10 INDEMNIFICATION

10.1 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Services provided by the Supplier in accordance with the Course Description infringes a patent, copyright or trade secret or other similar right of a third party.

11 LIMITATION OF LIABILITY

11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Supplier's negligence or that of its employees, agents or sub-contractors.

12 CANCELLATION (for CITB levy paying Customers)

12.1 Subject to clause 3.4, a cancellation charge of £100 per person, per module will apply unless the space can be filled with reasonable notice prior to the course going ahead. The ILM registration fee is non-refundable. All charges are exclusive of VAT.

12.2 All cancellations, deferrals or postponements must be received in writing by Supplier as soon as the Customer becomes aware of the need to cancel a place/places on the training.

12.3 The Supplier reserves the right to cancel, defer or postpone any Services at any time at its discretion without liability to the Customer. In such circumstances the Supplier will offer the Customer an alternative date. The Supplier will not be liable for any expenses incurred by the Customer.

12.7 This Agreement will continue to apply to all arrangements provided to the Customer until such time that terms and conditions are changed.

12A CANCELLATION (for non-CITB Customers)

12A.1 Cancellation charges including those levied for transfers, deferrals or postponements of services are charged in accordance with the table of charges set out below. All charges are stated exclusive of VAT.

12A.2 Charges are applied to the full quote price of as at the date of cancellation.

12A.3 All cancellations, deferrals or postponements must be received in writing by Supplier.

12A.4 The Supplier reserves the right to cancel, defer or postpone any Services at any time at its discretion without liability to the Customer. In such circumstances the Supplier will offer the Customer an alternative date or provide a refund of monies paid. The Supplier will not be liable for any expenses incurred by the Customer.

CUSTOMER CANCELLATION

NOTICE PERIOD

CHARGEABLE FEE (%)

30+ DAYS

0

16 – 29 DAYS

20

11 – 15 DAYS

50

10 DAYS OR LESS

100


13 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

13.1 the other Party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other Party to do so;

13.2 the other Party commits a material breach of this Agreement which cannot be remedied under any circumstances;

13.3 the other Party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

13.4 the other Party ceases to carry on its business or substantially the whole of its business; or

13.5 the other Party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

14 INTELLECTUAL PROPERTY RIGHTS

14.1 All intellectual property rights of any nature (including copyright) created or provided by the Supplier or its employees or Third Parties in relation to the Services or otherwise shall be and remain the property of the Supplier and any such materials shall be licensed to the Customer for reference purposes only.

14.2 The Customer undertakes to keep all publications materials created and provided by the Supplier confidential and not to copy, publish or distribute any such information, materials or documents to any third party without the Supplier's prior written consent, save where such information has been placed in the public domain by the Supplier or the Customer is required to disclose such information by law.

14.3 Each Party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees or subcontractors who need to know such information or where the other Party has consented to such disclosure.

15 FORCE MAJEURE

15.1 Neither Party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the Party shall be entitled to a reasonable extension of its obligations after notifying the other Party of the nature and extent of such events.

16 INDEPENDENT CONTRACTORS

16.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both Parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the Services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Course Description.

17 ASSIGNMENT

17.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

18 SEVERABILITY

18.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

19 WAIVER

19.1 The failure by either Party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

20 NOTICES

20.1 Any notice to be given by either Party to the other may be served by email, fax, personal service or by post to the address of the other Party or such other address as such Party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

21 ANTI-BRIBERY COMPLIANCE

21.1 The Customer shall, and shall procure that it and the Customer Group shall comply with (a) all applicable laws, regulations, codes and sanctions relating to anti-bribery, anti-corruption or similar activities of (i) the United Kingdom, including without limitation the Bribery Act 2010; (ii) the United States of America including, to the extent applicable, the Foreign Corrupt Practices Act 1977; and (b) any country or countries in which any of the Services or contractual obligations are to be or are performed

22 ENTIRE AGREEMENT

22.1 This Agreement contains the entire agreement between the Parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both Parties.

23 NO THIRD PARTIES

23.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

24 GOVERNING LAW AND JURISDICTION

24.1 This Agreement shall be governed by and construed in accordance with the law of

England and Wales, the Parties hereby submit to the exclusive jurisdiction of the English courts.

25. MODIFICATION OF TERMS

25.1 The Supplier reserves the right to modify these Terms and Conditions without prior notice on the following basis:

(a) When changes are made, the Company will post the new Terms and Conditions on its website at https://www.mkctraining.com/site/terms .

(b) Such changes shall apply to each Agreement entered into prior to such publication unless the Customer notifies the Supplier within thirty (30) days of their publication on the Supplier's website that it does not accept the changes.

(c) Where notification under Clause 25.1(b) is given, the previous Terms and Conditions shall remain in full force and effect for the remaining term of each Agreement entered into prior to publication of the new Terms and Conditions.

(d) The new (modified) Terms and Conditions shall apply to any Agreement entered into on or after the date of publication of those Terms and Conditions.

SCHEDULE 1 – ELIGIBILITY REQUIREMENTS

Trainees must have a full-time contract of direct employment (PAYE) with a CITB levy registered employer (the Customer) or be a CIS subcontractor to the employer (the Customer).

The funding for this training is open to all in-scope CITB levy registered Customers or any CIS subcontractors to the Customer provided they do not have any outstanding levy submissions

Employers putting forward candidates for the free training places will not be permitted to claim the short qualification grant for these employees, but they may have already completed Leadership & Management short duration courses. Any courses already attended may have to be completed again with the Supplier to ensure the Trainee can proceed to the ILM Level 3 Qualification if desired.

Trainees must have commenced all of their modules between 1st December 2022 and 31st March 2025. Any Trainee module start dates from 1st April 2025 will not be eligible for CITB funding under this commission. Assessments can be completed up to 31st July 2025.

SCHEDULE 2 DATA PROTECTION

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the UK GDPR, the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other United Kingdom or European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and any other law relating to data protection, the processing of personal data and privacy as a consequence of the United Kingdom leaving the European Union; and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

  1. For the purposes of this Agreement, the terms "Data Controller", "Data Subject", "Data Processor", "Personal Data", "Process" and "Processing" shall have the meaning prescribed under the Data Protection Legislation.

  1. The parties acknowledge that for the purposes of the Data Protection Legislation and this Agreement, the parties are each Data Controllers.

  1. With respect to Personal Data provided by one Party to another Party for which each Party acts as a Controller, each Party undertakes to comply with the applicable Data Protection Legislation in respect of their Processing of such Personal Data as Controller.

  1. Each Party shall Process the Personal Data in compliance with its obligations under the Data Protection Legislation and exercise its regulatory and/or legal obligations in respect of Personal Data, and not do anything to cause the other Party to be in breach of its obligations.

  1. Where a Party receives a request by any Data Subject to exercise any of their rights under the

Data Protection Legislation in relation to the Personal Data provided to it by the other Party pursuant to the Agreement ("the Recipient"), the other Party shall provide any information and/or assistance as reasonably requested by the Recipient to help it respond to the request or correspondence, at the cost of the Recipient, including if it:

(a) receives a Data Subject Access Request (or purported Data Subject Access Request);

(b) receives a request to rectify, block or erase any Personal Data;

(c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

(d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

(e) receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law;

or

(f) becomes aware of a Data Loss Event.

  1. where the request or correspondence is directed to the other Party and/or relates to that other Party's Processing of the Personal Data, the Recipient will:

(a) promptly, and in any event within three (3) Working Days of receipt of the request or correspondence, inform the other Party that it has received the same and shall forward such request or correspondence to the other Party;

and

(b) provide any information and/or assistance as reasonably requested by the other Party to help it respond to the request or correspondence in the timeframes specified by Data Protection Legislation.

(c) where a Data Subject makes a Data Subject Access Request, the Supplier will satisfy the request within 1 calendar month of the Data Subject confirming their identity

  1. Each Party shall within 24 hours of it becoming aware of any Personal Data Breach relating to Personal Data provided by the other Party pursuant to this Agreement and shall:

  1. do all such things as reasonably necessary to assist the other Party in mitigating the effects of the Personal Data Breach;

  1. implement any measures necessary to restore the security of any compromised

Personal Data;

  1. work with the other Party to make any required notifications to the Information Commissioner's Office and affected Data Subjects in accordance with the Data Protection Legislation (including the timeframes set out therein); and

  1. not do anything which may damage the reputation of the other Party or that Party's relationship with the relevant Data Subjects, save as required by Law.

  1. The parties shall (and shall procure that all of their employees shall) comply with any notification requirements under the Data Protection Legislation and both parties will duly observe all of their obligations under the Data Protection Legislation in connection with this Agreement.

  1. The party's obligation to notify under Schedule 2 shall include the requirement to provide further information in phases, as details become available.

  1. Taking into account the nature of the processing, each Party shall provide the other Party with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 5 of this Schedule 2 (and insofar as possible within reasonable timescales) including by promptly providing:

  1. full details and copies of the complaint, communication or request;

  1. such assistance as is reasonably requested to enable the Party to comply with any complaint, communication or request within the relevant timescales set out in the Data Protection Legislation;

  1. at the either Party's request, any Personal Data it holds in relation to a Data Subject;

  1. assistance as requested in the event of any Data Loss Event;

  1. assistance as requested with respect to any request from the Information Commissioner's Office, or any consultation with the Information Commissioner's Office.

  1. The parties shall maintain complete and accurate records and information to demonstrate compliance with this Schedule 2.

  1. The Customer shall allow for audits of its Data Processing activity by CITB, the Supplier or their designated auditor.

  1. The parties shall designate a data protection officer if required by the Data Protection Legislation.

  1. CITB may, at any time on not less than 30 Working Days' notice, revise this Schedule 2 by replacing it with any applicable data processing clauses which conform with the Data Protection Legislation.

  1. The parties agree to take account of any guidance issued by the Information Commissioner's Office. The Supplier may on not less than 30 Working Days' notice to the Customer amend this Agreement to ensure that it complies with any guidance issued by the Information Commissioner's Office.

  1. The Customer shall fully indemnify and keep indemnified the Supplier, its officers, servants or agents against the costs of dealing with any claims, made in respect of information subject to the Data Protection Legislation, which claims would not have arisen but for the act, omission, or negligence of the Customer.

  1. The provisions of this Schedule 2 shall apply during the term of the Agreement and indefinitely after the expiry or earlier termination of this Agreement (as the case may be).

SUB PROCESSERS

Where any Personal Data is Processed by any Sub-contractor of the Supplier in connection with this Agreement, the Supplier shall make reasonable endeavours to ensure that such Sub-contractor shall comply with Data Protection Legislation.

SUPPLIER'S PRIVACY NOTICE

The Supplier's Privacy Notice can be viewed at https://www.mkctraining.com/site/privacy

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