Electra Learning – Terms and Conditions for Learning Services

Electra Learning – Terms and Conditions for Learning Services

All contract correspondence will either be hardcopy or e-mail between the Client and Electra Learning Ltd.

1. All information included in this quotation will be valid for a period of 30 days from the date on which the quotation is submitted.

2. All prices are in UK sterling and quoted exclusive of VAT at its current rate.

3. Fixed price elements of the scope of work will be invoiced upon the agreed start date of the project.

4. For variable elements of the scope of work, i.e. training consultancy, delivery days or administration fees, invoices will be issued monthly in advance, based on agreed project dates. If additional work\course dates are scheduled, these will also be invoiced monthly in arrears.

5. Invoices are submitted on the basis of: consultancy deliverables, agreed milestone payments, half or full days of training, support or coaching days provided, or project completion. The basis of invoicing is agreed with the client prior to work commencing and supported by timesheets or sign off documents as appropriate (i.e. if the client requires signatures as the basis of invoicing).

6. Payment terms are 30 days from date of invoice unless otherwise indicated by an agreed payment schedule.

7. Work or consultancy required must be confirmed in writing by the client, quoting a purchase/work order number or similar, or by signature of an Electra Letter of Agreement. Such confirmation must be received prior to any work being undertaken for the client.

8. Cancellation charges are as follows:

Onshore Project work:

  • Schedule of Work\Course\Project Dates – 31 or more working days of date(s) booked – no charge.
  • Schedule of Work\Course\Project Dates – 30 or less working days notice – 100% of total planned course fees.
  • Additional days required out with Agreed Dates – 11 or more working days of date(s) booked – no charge
  • Additional days required out with Agreed Dates – 10 or less working days of date(s) booked – – 100% of total planned course fees.

Offshore / International (i.e. out with UK) work:

  • 16 or more working days of date(s) booked – no charge.
  • 15 or less working days notice – 100% of total days booked i.e. total duration of planned trip.

9. If expenses\travel are incurred by Electra Learning Ltd, (when the client requires consultancy or training out with normal office location, i.e. Aberdeen base), expenses will be charged as follows:

  • £0.45 per mile from nearest local Electra Learning Ltd office location to client site.
  • Air/rail travel to be used where appropriate. (Business class is applicable for air travel for flights in excess of 10 hours).
  • Travel time in excess of 2 hours is charged at half the agreed daily rate; in excess of 4 hours, at the full agreed daily rate (See 10 below).
  • Consultant accommodation, travel and meals are the responsibility of the client.
  • A 20% handling fee is charged on any bills settled by Electra Learning Ltd directly.
  • An allowance for UK overnight stays is chargeable at £20.00 per diem and non UK overnight stays at £80.00 per diem. An allowance for offshore overnight stays of £100.00 per night is included in the quoted offshore day rate, or should the clients’ own overnight allowance be greater than £100.00 per night, their rate will be applicable and our offshore day rate adjusted accordingly.

10. Electra charges on the basis of half or full days completed. A full working day is regarded as a maximum duration of 8 hours per day (or the normal hours that the client considers a ‘full working day’ if based at the client’s UK premises) and a half day is regarded as between 1 and 4 hours duration. A full day rate charge will be incurred after 4 hours.  Where lunchtime training sessions are delivered i.e. between 11am and 2pm, this would incur a full day rate charge.  Work out with the normal working day will be charged at 1½ times the agreed day rate for evenings and Saturdays, and 2 times the agreed day rate for public holidays and Sundays.

11. Where consultancy\ training has been scheduled, but has been unavoidably cancelled, e.g. unable to return from \travel to offshore due to weather, the full day rate will be charged for each day, or part day.

12. Payment must be received within 30 days of the invoice date.  Invoiced amounts for any other supporting programme services are payable in full within 30 days. Electra reserves the right to charge interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act (1998/2002) at Bank of England base rate plus 8 per cent and may apply such charges at its discretion to any invoice which is Thirty (30) days overdue from the original invoice date.

13. Electra reserves the right to increase our rates annually based on the current rate of inflation applicable at the date of the increase. This increase will become applicable on 1st January each calendar year.

14. Learning and Performance Institute (LPI) – Electra is committed to providing training and learning of the highest quality to our clients. We recognise the standards of the LPI, the professional body for IT training in the UK and, as such, we abide by their Code of Practice for learning providers. One of the ways we ensure quality of delivery is through regular internal assessment; hence from time to time we will ask your permission for one of our senior training consultants to sit in on training courses we are delivering in order to assess the training consultant leading the course.

15. Where circumstances dictate, Electra reserves the right to alter published programmes, trainers, fees or venues without prior notice. In the event of a course being cancelled by Electra, a refund of the daily course rate will be applicable for credit where payment has been made, but no compensation will be paid for any additional costs incurred.

16. Where the training is to be carried out at the Client’s premises, both parties recognise that availability of adequate facilities, equipment and IT system access will be an essential requirement for delivery of the training.  Electra reserves the right to visit the training facility in advance of a course to ascertain its suitability for training delivery. If training is being carried out by Electra on the Client’s premises and adequate facilities are not made available or if Electra, for reasons outside Electra’s control, is prevented from making use of facilities that the Client is providing, then Electra reserves the right to charge for agreed training course dates even if not utilised.

17. For courses held at our venues, we will make every effort to accommodate special requirements that have been notified to us in writing in advance of the course.

18. Each party agrees not to solicit the employment of any of the staff or associates of the other party at any time engaged directly during the period where communications commenced regarding the provision of training services and for six months after the last date of training being provided. If either party breaches this condition then the soliciting party expressly agrees to pay the other, as a referral fee, a sum equal to six months gross salary offered by the new employer to the relevant member of staff or associate unless otherwise agreed in writing between the parties.

19. The parties agree to treat in confidence the other’s data communication and information which is marked confidential or which is by its nature clearly confidential. Both parties further agree not to disclose the same to any other person or entity except to its own employees under conditions of confidentiality and then only to the extent required for proper implementation and utilisation and the proper performance of training services being provided.

20. The Intellectual Property Rights (IPR) for the tailored content of the materials will be held by the Client, except for any generic content which is already available in the public domain.

21. Electra does not accept responsibility for anyone acting as a result of information or views expressed during its training courses, consultancy or development work.

E&OE


Electra Learning – eLearning Terms and Conditions

Terms and Conditions of End-User Licence for eLearning Deliverables produced by Electra Learning Ltd. (Please note, where a hosting and \ or LMS service is also provided, additional terms and conditions will require to be determined including details of a service level schedule).

The Contractor is Electra Learning Ltd Limited whose registered address is 34 Albyn Place, Aberdeen, AB10 1YL who have agreed to carry out the work as defined in the attached scoping proposal.

The Client is ‘TBC’, the party named in this proposal and in any subsequent contractual agreement and the party for whom the bespoke development is carried out.


1. Introduction

Where the Contractor has developed an eLearning Content for the client and the Client wishes to use the eLearning Content (as those terms are defined in these Terms and Conditions), and the Contractor is willing to grant the Client specific rights to the bespoke eLearning content created for the client.


2. Interpretation

In these Terms and Conditions:

2.1. “The Acceptance Date” means the date on which the eLearning Content is deemed to have been accepted by the Client in accordance with clause 4;

2.2. “The Agreement” means the license agreement granted in accordance with these Terms and Conditions and any additional terms specified on the Invoice;

2.3. “Chargeable Fees” means the fees for any work developed and delivered whilst any employee of the Contractor is engaged in the provision of any services for the Client;

2.4. “Client Assets” means all documents, information and materials, including any trade marks, which are provided by the Client in connection with this Agreement;

2.5. “The Documentation” means the user guides, instruction manuals and other documents, whether in written or machine-readable form, issued by the Contractor if required and if applicable, from time to time for the Use of the eLearning Content;

2.6. “The eLearning Content” means the computer eLearning Content referred to in clause 1 particulars of which are specified in this proposal and any subsequent contract and invoicing, and includes all programs, algorithms, techniques, processes, methods, know-how and other information comprised in the system and all corrections, updates or improvements to the system which are issued by the Contractor from time to time;

2.7. “The eLearning Content Material” means any media containing or recording the eLearning Content or any part of it;

2.8. “The Fee” means the total of the fees as specified on the proposal, any subsequent contract and invoicing. Unless specified to the contrary all fees payable in accordance with the License are payable upon agreed Billing Stages;

2.9. “The Invoice” means the invoice provided by the Contractor specifying particulars of the License and the particulars form part of the License agreement.

2.10. “Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

2.11. “Normal Office Hours” means 8am to 4.30pm Monday to Friday, excluding any day on which the Banks in either England or Scotland are closed.

2.12. “The Password” means a password or code supplied by the Contractor to the Client if required, to enable the Client to use the eLearning Content;

2.13. “The Prototype” means such part of the eLearning Content as is designed to give an illustration to a potential Client of the capabilities of the eLearning Content;

2.14. “Purposes” has the meaning given in clause 3.2.

2.15. “Software Tools” means the in-house tools (e.g. Development, Learning Management System and\or Content Management System tools) developed by Electra Learning Ltd provided for sole use by the Client as part of the bespoke eLearning content delivery.;

2.16. “The Term” means the period during which the Agreement continues in force pursuant to clause 11.1 or 11.2;

2.17. “Use” (as a noun) means, in relation to the eLearning Content of (where it is in machine-readable form) the Documentation, its loading, displaying, running, transmission or storage for the purpose of processing the instructions contained in the eLearning Content of (as the case may be) the Documentation, and ‘Use’ or ‘Used’ (as a verb) has corresponding meaning;

2.18. “Working Day” means a day (other than Saturday or Sunday or any bank or public holiday) consisting of not more than 7.5 hours’ work, including meal breaks, rest periods and travelling time; and

2.19. any reference in these Terms and Conditions to ‘writing’ or any cognate expression includes a reference to any communication effected by facsimile transmission, e-mail or similar written means.

2.20. he headings in these Terms and Conditions are for convenience only and shall not affect its interpretation.


3. Grant of Licences

3.1. The Client grants to the Contractor a non-transferrable, sub-licensable right to use the Client Assets for the purpose of fulfilling its obligations under this Agreement. The Client Assets shall remain absolutely the property of the Client.

3.2. Upon the completion of the project, and subject to clause 9.5, the Contractor grants to the Client, subject to the provisions of these Terms and Conditions, rights to use and deploy the eLearning Content (and any Software Tools provided for the Client) for the purposes of delivering training to its officers, employees, workers and contractors only (the “Purposes“).

3.3. Any trade marks of the Contractor or of any third party supplier to the Contractor which are included in the eLearning Content, the Software Tools or any Documentation may be used by the Client only to identify printed output produced by the eLearning Content.

3.4. Under exception of the Client Assets, all Intellectual Property Rights in the eLearning Content, Software Tools, Documentation and the trade marks is held by and belongs to the Contractor and shall remain absolutely the property of the Contractor.

3.5. The Client agrees that the eLearning Content, Software Tools, Documentation and any trade marks:

  • a. may not be distributed other than as permitted in clause 3.2.
  • b. may not be sold or licensed to any third-party;
  • c. may only be used by the Client for supporting the delivered bespoke eLearning Content for the purposes of the Client’s business. License to use these tools may not be transferred to a third party without the prior written consent of the Contractor; and
  • d. may not be reverse engineered or decompiled.

3.6. Where hosting has been supplied, the minimum contract is 12 months; termination period for this aspect is then also subject to clause 11.


4. Supply, installation and acceptance of the eLearning Content

4.1. The eLearning Content shall be deemed to have been accepted by the Client as having been supplied once delivery has taken place in the agreed formats, in accordance with these Terms and Conditions and the stipulations outlined in the scoping documentation and proposal.

4.2. The eLearning Content Material and the Documentation supplied to the Client shall be developed to the agreed project specification detailed in eLearning scripts and scoping documentation.


5. Use of the eLearning Content

5.1. The Client shall comply with all applicable laws and regulations concerning the eLearning Content, the eLearning Content Material and the Documentation or their Use. The Client agrees that the eLearning Content will not be used in any manner prohibited by UK export laws, restrictions or regulations.

5.2. The Client shall not use any of the confidential information of the Contractor contained in or derived from the eLearning development approach to develop or market any eLearning development service which is substantially similar in its function or expression to any part of the eLearning Content offered by the Contractor.

5.3. The Client agrees that the Contractor shall have the sole rights to any technological advancement or improvement to the Software Tools, eLearning Content, Documentation or any other Intellectual Property Rights which is acquired during development process.


6. Assistance and Maintenance

6.1. The Contractor shall, for a period of 30 days after delivery of the completed eLearning Content, provide assistance and maintenance for the eLearning Content in accordance with the following provisions of the sub clauses of clause 6. Further assistance and maintenance for the eLearning Content can be purchased on a daily rate basis or through an annual maintenance agreement.

6.2. Subject to 6.1, at the reasonable request of the Client the Contractor shall provide the services of one of its suitably qualified employees to assist the Client in the Use of the eLearning Content and the Documentation, by telephone or in writing, or by any other means agreed between the Contractor and the Client during Normal Office Hours.

6.3. The Client shall promptly notify the Contractor of any defect or error in the eLearning Content or the Documentation within 30 days, and the Contractor shall, subject to 6.1 and the following provisions, use it reasonable endeavors to correct the defect or error, and to send a corrected version of the portion of the eLearning Content Material or the Documentation in question to the Client, as soon as practicable after being so notified.

6.4. The Contractor shall not be obliged to correct any defect or error in the eLearning Content or the Documentation which arises from:

  • 6.4.1. any improper or unauthorised use or operation of the eLearning Content or equipment on which it is Used;
  • 6.4.2. the adaptation, modification or alteration in any way of any part of the eLearning Content or the Documentation (without the Contractor’s prior consent), or the merger of combination of any part of the eLearning Content or the Documentation with any other computer eLearning Content of documentation;
  • 6.4.3. any failure by the Client to comply with any advice or instructions given by the Contractor with regard to the Use of the eLearning Content or the Documentation;
  • 6.4.4. any failure by the Client to install any corrected version or any update or improvement of the eLearning Content or the Documentation supplied by the Contractor.

6.5. Subject to 6.1 the Contractor shall, as soon as practicable after its availability for release:

  • 6.5.1. provide the Client with one copy of any update or improvement to the Software Tools or the Documentation which the Contractor makes generally available to its Clients;
  • 6.5.2. supply the Client with one copy of such up to date information concerning the Software Tools and its Use as the Contractor may think necessary to enable the Client to exercise its rights under these Terms and Conditions.

6.6. The Client shall ensure that any corrected version or any update or improvement of the Software Tools or the Documentation supplied by the Contractor is (when in machine readable form) installed on the Equipment forthwith upon its delivery to the Client.

6.7. Assistance and maintenance shall not include the diagnosis and rectification of any fault resulting from fault resulting from an inappropriate use or neglect of the eLearning Content. Notwithstanding any other agreements or provisions concerning payment the Contractor shall be entitled to levy reasonable additional charges if assistance is provided in circumstances where any reasonably skilled data processing operator would have judged the Client’s request to have been unnecessary.

6.8. Any assistance or maintenance pursuant to the preceding provisions of this clause 6 shall be provided subject to the provisions of clause 8 and otherwise on the Contractor’s standard terms and conditions from time to time.


7. Site visits and training

7.1. Site visits and project meetings are agreed with the Client and Contractor prior to project commencement and are entered into the project schedule. If after the completion of the project it is necessary for any employee of the Contractor to attend the premises of the Client then the provisions of clause 8.2 apply and such visit is subject to the following provisions of the sub clauses of clause 7.

7.2. Subject to 7.1, at the reasonable request of the Client the Contractor shall provide the services of one or, if the Contractor considers it necessary or convenient, more of its suitably qualified employees to attend the premises of the Client during Normal Office Hours as soon as practicable to assist the Client in the Use of the eLearning Content and the Documentation or to resolve any problem or to provide training.

7.3. Subject to clause 7.2, if it is agreed that the Contractor shall provide training, such training shall take place at the nomination of the Contractor at the Contractor’s premises; or at the Client’s premises or at such venue as the Contractor reasonably specifies.

7.4. If the Contractor provides assistance in the case of emergency, outside office hours, by telephone or any other means agreed between the parties as to the Use of the eLearning Content and the Documentation the rates under clause 8.2 apply to such assistance.

7.5. The Client shall:

  • 7.5.1. give the Contractor all necessary assistance to obtain any visas, work permits, residence permits or other approvals which are required for entering into and working in any part of the location of the Client’s premises by any employee of the Contractor who is to be made available by the Contractor pursuant to the preceding provisions of this clause 7;
  • 7.5.2. bear the entire cost of all salaries, fringe benefits, traveling (including air travel), accommodation and other expenses of any employee of the Client who is sent to the Contractor’s premises or any other venue

7.6. Any employees of either the Contractor or the Client who are sent to visit the premises of the other or any other venue for the purposes of these Terms and Conditions shall remain employed by the party sending them.

7.7. In the event of any employee of the Client (or Contractor) attending at the premises of the Contractor (or Client) or any other venue, the Client (or Contractor) shall ensure that each such employee complies with all security, health and safety and other regulations which apply to or are in force at those premises and shall indemnify the Contractor (or Client) against any damage to the property of the other party or any personal injury to any individual which is caused by the negligent act or omission of any such employee at such premises.


8. Financial provisions

8.1. In consideration of the rights granted under these Terms and Conditions, the Client shall, subject to the following provisions, pay to the Contractor upon delivery of completed eLearning content as agreed in the scoping documentation and signed-off stages. Payments are invoiced for either on stage sign offs or on a monthly basis as agreed with the client at the commencement of the work in accordance with our standard terms and conditions.

8.2 The Client shall:

reimburse the Contractor for:

  • 8.1.1. all traveling (including air travel). Accommodation and other expenses of any employees of the Contractor who are sent to the Client’s premises pursuant to clause 7
  • 8.1.2. any costs of providing a venue for training other than the premises of the Client or Contractor

8.2. pay to the Contractor a fee at the Site Visits and Training Rate specified on the Invoice, for any time spent by any of the Contractor’s employees in providing site visits or training pursuant to clause 7

8.3. pay to the Contractor a fee at double the Site Visits and Training Rate specified on the Invoice, or, if higher, the double Site Visits and Training Rate of the Contractor from time to time in force for any time spent in excess of a full Working Day by any of the Contractor’s employees in providing services pursuant to clause 7

8.4. Any fees or other sums payable pursuant to clause 8.2 shall be paid by the Client within 30 days after receipt of an invoice from the Contractor, save that the Client shall provide an advance payment for anticipated fees at the reasonable request of the Contractor.

8.5. Should the Client (whether directly or indirectly) employ a member of Electra’s staff or associates, within a period of six months from that person having provided training or eLearning consultancy services to the Client, an introduction fee of 30% of the commencing annual gross salary will be charged.

8.6. All fees or other sums payable under the Agreement are exclusive of value added tax or other applicable taxes or duties, for which the Client shall be additionally liable, and shall be paid in cleared funds to such bank account or in such other manner as the Contractor may specify from time to time, with out any set-off, deduction or withholding except any tax which the Client is required to deduct or withhold by law, and if the Client is required by law to make any such deduction or withholding, the Client shall make reasonable endeavours to enable or assist the Contractor to claim exemption from or (if that is not possible) a credit for the deduction or withholding under any applicable double taxation or similar agreement from time to time in force, and shall from time to time give the Contractor proper evidence a to the deduction or withholding and payment over of the tax deducted or withheld.


9. Rights in the eLearning Content

9.1. The Client acknowledges that, under exception of the Client Assets, all Intellectual Property Rights in the bespoke system and any associated Documentation within the eLearning Content and the Documentation belong exclusively to the Contractor.

9.2. The Software Tools used to create and produce the eLearning, including all programmes, algorithms, techniques, processes, methods, know-how and other information comprised in the system and all corrections including the programming code of the eLearning, belong exclusively to the Contractor and contain confidential information of the Contractor, and the Client shall not at any time (either during the Term or after the termination of the Agreement):

  • 9.2.1. disclose to any person, except the Client’s properly qualified, trained and authorised employees who need to have access to the information; or
  • 9.2.2. use for any unauthorised purpose, any information contained in or concerning Software Tools or the Documentation, except to the extent that the information is at the date when it is disclosed to the Client or at any time after that date through no fault of the Client has become public knowledge, and the Client shall accordingly ensure that each of its employees is instructed as to the confidential nature of such information, and shall take all practical steps to prevent its unauthorised disclosure or use.

9.3. The Client shall fully notify the Contractor as soon as practicable after it becomes aware of:

  • 9.3.1. any actual, threatened or suspected infringement of the copyright or other intellectual property rights of the Contractor in the Software Tools or the Documentation, or of any breach of confidence relating to any of the foregoing;
  • 9.3.2. any claim brought against the Client alleging that its Use of the Software Tools or the Documentation infringes the copyright or any other Intellectual Property Rights belonging to or alleged to belong to the claimant.

9.4. If the Client acquires an upgrade or update for the Software Tools, the Client shall update copies stored on computers. The Client may use the old version of the Software Tools for 90 days after receiving any upgrade or update of the eLearning Content in order to assist in the transition to the new version, after which time the previous version of the Software Tools is no longer supported by the Contractor.

9.5. Until all sums payable under these Terms and Conditions are paid in full, the Client is limited to use of the eLearning Content for User Acceptance Testing only.


10. Warranties and liability

10.1. The Contractor does not and cannot warrant results that the Client may obtain by Using the eLearning Content or Documentation.

10.2. The Client acknowledges that the eLearning Content has been prepared to meet the Client’s individual requirements.

10.3. The Contractor does not give any representation, warranty or undertaking as to the effectiveness, quality or fitness for any purpose of the eLearning Content or any eLearning Content Material or the Documentation, or that the eLearning Content or any eLearning Content Material or the Documentation supplied by the Contractor is free from any defect or error, or that the supply or Use of the eLearning Content or any eLearning Content Material or the Documentation will not infringe the copyright or other intellectual property rights of any third party.

10.4. The Contractor shall not be liable to the Client for any loss, damages, costs, expenses or other claim for compensation whether occasioned by the negligence of the Contractor, its servants or agents or otherwise which in any way relates to the intellectual content of the E -Learning System, to the extent that:

  • 10.4.1. any such claim is for loss of profits, contracts, goodwill or anticipated savings, or for wasted expenditure, or for any indirect, special or consequential loss or damages even if a representative of the Contractor has been advised of the possibility of such damages, or any claim by any third party; or
  • 10.4.2. the amount of any claim for which the Contractor would otherwise be liable exceeds the total amounts paid by the Client under clause 8 for the year in which the claim arises.

10.5. Notwithstanding any of the provisions of clause 7, the Contractor shall have no liability for the performance Use or consequences of any changes to the eLearning Content or any eLearning Content Material or the Documentation which are made otherwise than by the Contractor, and the Contractor shall have no obligation to correct, maintain or update any part of the eLearning Content or any eLearning Content Material or the Documentation which has been the subject of any such change.

10.6. Neither party shall be deemed to be in breach of these Terms and Conditions or have any liability to the other in so far as it is prevented from performing its obligations under these Terms and Conditions by reason of any circumstances beyond its reasonable control, including (without limitation) any strike, lock-out or other industrial action.


11. Duration and termination

11.1. The agreement comes into force on the date of acceptance of this document by the client and, shall, unless terminated earlier for any reason, continue in force.

11.2. The Client shall be entitled to terminate the Agreement at any time by giving not less than three months’ written notice to the Contractor.

11.3. The Contractor may forthwith terminate this Agreement by giving written notice to the Client if:

  • a. any sum payable by the Client under these Terms and Conditions is not paid within 30 days of the due date; or
  • b. the Client commits any other breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty days after being given a written notice containing full particulars of the breach and requiring it to be remedied; or
  • c. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
  • d. the Client becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986); or
  • e. the Client goes into liquidation (except for the purpose of amalgamation or reconstruction and so that the resulting company effectively agrees to be bound by or assume the obligations imposed on the Client under these Terms and Conditions); or
  • f. the Client ceases, or threatens to cease, to carry on business; or
  • g. control of the Client is acquired by any person who does not have control of the Client at the date of this Agreement.

11.4. For the purposes of clause 11.4(b), a breach shall be considered capable of remedy if the Client can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

The rights given by this clause 11 to terminate this Agreement shall not prejudice any other right or remedy of the Contractor in respect of the breach concerned or any other breach.

12. On termination of this agreement, the rights granted pursuant to clause 3 shall end immediately. Following such termination, the Client shall be entitled to request that Contractor provide to the Client, a MS Word copy of the Client Assets (as amended by the Contractor for the purpose of their inclusion in the eLearning Content) (the “Updated Client Assets“). The Client shall be entitled to use the Updated Client Assets for the Purposes. Nothing in this clause 12 shall limit the rights of the Client in the Client Assets.


13. Confidentiality

13.1. At all times during the term of any contractual agreement and thereafter as specified the Contractor will keep confidential all data regarding the business of the Client, and any other like information obtained by the Contractor either by word of mouth, visual observations, derivation or any other way of which the Contractor become privy by virtue of undertaking such Work (the “Information”), and the Contractor will not disclose any such Information to any third party.

13.2. The Contractor undertakes and shall procure that the Contractor maintains absolute confidentiality with regard to all and any Information and undertakes not to reproduce, exploit or disclose any of such Information to any of its employees other than those involved in the provision of the Services, any person, firm, corporation or any other entity for any reason or purpose whatsoever, except on the basis of the Client’s prior written consent.

13.3. The Contractor shall ensure that any person or company to whom the Information is disclosed is made aware of and adheres to the terms of the confidentiality obligations contained in this Agreement as if he/she were a Party.

13.4. All the Information shall not be used by the Contractor for the purposes other than those indicated in this Agreement or the relevant Contract, whether commercial or otherwise.

13.5. The Contractor shall not and shall procure that the Contractor shall not publish any information concerning the performance of this Agreement and/or any Contract, including the fact of the existence of the Agreement or Contract for any promotional, advertising or other reason, without first obtaining the written permission of the Company, with the exception of

  • 13.5.1. the right for the Contractor to use the eLearning Content in part to demonstrate future capability in electronic and \ or paper format.

13.6. The confidentiality obligations in this Agreement shall remain in force for a period of three (3) years after termination of this Agreement and/or Contract and notwithstanding completion or termination of the work provided under this Agreement and/or Contract or termination of this Agreement and/or Contract.


14. Nature of Agreement

14.1. The Client shall be entitled to assign the benefit of the contract to another nominee if the control or structure of the Client’s company is altered in any way.

14.2. Nothing in these Terms and Conditions shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.

14.3. These Terms and Conditions together with the scoping document contain the entire agreement between the parties with respect to this subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

14.4. Each party acknowledges that, in entering into the Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in these Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.5. No failure or delay by the Client and Contractor in exercising any of its rights under these Terms and Conditions shall be deemed to waiver of that right, and no waiver by the Client and Contractor of a breach of any provision of these Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14.6. If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the other provisions of these Terms and Conditions and the remainder of the affected provision shall continue to be valid.

14.7. The rights of the Client and Contractor under these Terms and Conditions are cumulative and in addition to any other right or remedy available to it at law or in equity.


15. Indemnity

15.1. You undertake to indemnify us and hold us harmless (and our agents, sub-contractors, employees, directors and officers) against all proceedings, costs, liabilities, injury, loss or damage arising out of your (and a third party engaged by you) breach and/or negligent performance of this Contract.


16. Arbitration and applicable law

16.1. Any dispute between the parties arising out of or in connection with these Terms and Conditions shall be referred to the arbitration in the UK of a single arbitrator appointed by agreement between the parties or, failing agreement between the parties within 30 day after a request for a reference is made by either party by the President for the time being of the British Computer Society.

16.2. English law shall apply to the whole of any agreement incorporating these Terms and Conditions, and each party agrees to submit to the exclusive jurisdiction of the English courts. The agreement incorporating these Terms and Conditions will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application which is specifically excluded.


17. Notices and service

17.1. any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other shall be given by:

  • delivering it by hand; or
  • sending it by pre-paid registered post; or
  • sending it by facsimile transmission or similar means of communication;
  • to the other party at the address given in clause 17.4.

17.2. Any notice or other information sent by post in the manner provided by clause 17.1 which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

17.3. Any notice or other information sent by facsimile transmission or similar means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in clause 17.1 to the other party at the address given in clause 17.4 within 24 hours after transmission.

17.4. Service of any legal proceedings concerning or arising out of the Agreement shall be effected by either party by causing the document in question to be delivered to the other party at its registered or principal office, or to such other address as may be notified in writing from time to time to the party serving the proceedings.


Changes to our Terms and Conditions

Electra Learning keeps its Terms and Conditions under regular review and places any updates on this site. These Terms and Conditions were last updated on: 08.04.2021


How to contact us

If you have any questions about Electra Learning’s Terms and Conditions, please do not hesitate to contact us.

  • Email us at: info@electralearning.com
  • Call us: 01224295050
  • Or write to us at: 34 Albyn Place, Aberdeen, AB10 1FW.