1. DEFINITIONS & INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions. 

1.1 Definitions: 

Business Day: a day other than a Saturday, Sunday bank or other public holidays in Jersey, when banks in Jersey are open for business. 

Charges: the charges payable by the Customer for the supply of the Services under clause 5 (Charges and payment). 

Commencement Date: has the meaning given in clause 2.2. 

Conditions: these terms and conditions as amended from time to time under clause 11.5. 

Confidential Information: all confidential information (however recorded or preserved) that is disclosed or made available (in any form or by any method) by the Customer or the Supplier to the other party to this Contract whether before, on or after the date of this Contract, in connection with the Services, including: 

1. the fact that discussions are taking place concerning the Services and the content and status of such discussions; 
2. the existence of this Contract and its terms; 
3. all confidential or proprietary information relating to the Services, the business or affairs, financial or trading position, assets, intellectual property rights, customers, clients, suppliers, employees, plans, operations, processes, products, intentions or market opportunities of the Customer and the Supplier; 
4. the know‐how, designs, trade secrets, technical information or software of the Customer or the Supplier; and 
5. any other information that is identified as being of a confidential or proprietary nature.  

Contract: the contract between the Supplier and the Customer for the supply of Services under these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. 

Controller, processor, data subject, personal data, personal data breach,  processing and appropriate safeguards: as defined in the Data Protection Legislation. 

Customer: the person or firm who purchases Services from the Supplier. 

Customer Default: has the meaning set out in clause 4.2.

Data Protection Legislation: the Data Protection (Jersey) Law 2018 and any other 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 the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. 

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer. 

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get‐up goodwill and the right to sue for passing off rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know‐how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

Order: the Customer’s order for Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Supplier.   

Participants: the employees, officers, clients or customers of the Customer attending the  Services.  

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. 

Specification: the description or specification of the Services provided in writing by the Supplier to the Customer. 

Supplier: Care College (Jersey) 

Supplier Materials: has the meaning set out in clause 4.1(h). 

Training Date: the relevant start date for the training stated in the Specification. 

1.2 Interpretation: 

(a) A reference to a law is a reference to it as amended or re‐enacted.   

(b) Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

(c) A reference to writing or written includes email.   

2. BASIS OF CONTRACT 

2.1 The Order constitutes an offer by the Customer to purchase Services under these Conditions. 

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).   

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.   

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES 

3.1 The Supplier shall supply the Services to the Customer under the Specification in all material respects.   

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification. 

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement depending on the standards and frameworks applicable in Jersey. The Supplier shall notify the Customer in any such event. 

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.   

3.5 The Supplier reserves the right to cancel the Services if the minimum number of Participants set out in the Specification is not met. The Customer shall be offered another Service or offered a full refund.   

3.6 The Supplier shall provide the Customer with applicable certifications and policies for the Participants within three months of the Services taking place.   

3.7 The Supplier shall maintain appropriate training records in respect of the Services undertaken by the Customer in a form and for as long as the law requires.   

4. CUSTOMER’S OBLIGATIONS   

4.1 The Customer shall: 

(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate; 

(b) co‐operate with the Supplier in all matters relating to the Services; 

(c) provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier; the room provided must be suitable for the purpose and provide adequate space for the required activity. The venue must accommodate the attendees of the course in a suitable manner ( suitable lighting, seating and visibility) 

(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;   

(e) prepare the Customer’s premises for the supply of the Services; 

(f) obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start; 

(g) comply with all applicable laws, including health and safety laws; 

(h) keep all materials, equipment, documents and other property of the Supplier (Supplier  Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than under the Supplier’s written instructions or authorisation;   

(i) comply with any additional obligations as set out in the Specification; and   

(j) ensure that it brings the course rules set out in the Specification to the participants’ attention.   

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend the performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; 

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and   

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT 

5.1 The Charges for the Services shall be calculated under the Supplier’s fee rates, as set out in the Order and (unless expressly stated to the contrary in the Order) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier For The performance of the Services, and for the cost of any materials. 

5.2 The Supplier reserves the right to increase the Charges annually with effect from each anniversary of the Commencement Date. 

5.3 No deduction of any fee will be made in respect of any Participants who fail to attend any of the Services for any reason whatsoever or who are asked to leave the Service on the grounds of bad behaviour.   

5.4 If a Participant needs to transfer their place concerning the Services, then the Supplier must be notified in writing at least 28 days before the Training Date, and the Participant will be transferred to an alternate Service without charge. Any transfer requests received less than 28 days before the Training Date will be subject to an additional charge of £50.00 (fifty pounds sterling).   

5.5  All courses, except for RQF, are payable on booking via our online booking system.

5.6  When the Supplier issues an invoice payment must be made: 

(a) in full and cleared funds to a bank account nominated in writing by the Supplier. The time for payment shall be of the essence of the Contract. 

(b) within 28 days of the invoice date or before the relevant Training Date if earlier;   

(d) Full amount payable on invoicing or before the training day, whichever is sooner if training is booked less than 30 days in advance. If payment is not received, training will not take place until funds cleared

5.7 Any cancellation made by the Customer in respect of one of the Participants will be subject to the following cancellation schedule:  

Number of days before the Training Date notice is given of cancellation	Proportion of Refund
0‐14	0%
15‐28	50%
29+	100%

• Any cancellation from the customer from the day of commencing services, hence from the day of starting and provision has begun but is not complete, the customer shall pay for services provided up until the point written notice is given that customer wishes to cancel services. 
• The amount will be calculated in proportion to the full price of the services and the actual services already provided, including course registration with awarding body, fees for certification, tutoring costs and stationary or equipment hired or supplied to cover the cost of the course or any services used to run course to fulfil the requirements of service. 
• Refunds, where appropriate, will be issued within 14 working days after the supplier has a notice in writing of the cancellation of service. 
• Refunds will not be given to customer ( Learner) who has failed the course overall.
• Refund will not be given to a customer ( learner) who disengages and fails to commit to the service being provided, including adhering to assessment plans and schedules from the start of the course, which then results in an incompletion and failing the course.

5.8 From time to time, it may be necessary for the Supplier to cancel the Services. If a Service is cancelled, alternative Services or an alternate Training Date will be offered. If not acceptable to the Customer, the Customer shall be offered a full refund limited to the Services invoiced and in respect of which payment has been received by the Supplier.   

5.9 All amounts stated by the Supplier under the Contract are exclusive of amounts in respect of goods and services tax chargeable from time to time (GST). Where any taxable supply for GST purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid GST invoice from the Supplier, pay the Supplier such additional amounts in respect of GST as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

5.10 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%. 

5.11 All amounts due under the Contract shall be paid in full without any set‐off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. INTELLECTUAL PROPERTY RIGHTS   

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.   

7. DATA PROTECTION   

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to and does not relieve, remove or replace a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means the Data Protection Legislation from time to time in force in Jersey and any other law that applies in Jersey. 

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller, and the Supplier is the processor.   

7.3 Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary, appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract. Including the Customer confirming it has the consent of the Participants for the recording or photographing of the Participants by the Supplier in the course of supplying the Services for the purpose of promotional material to be made available both in print and online. If such consent is not received from the Participants, it is the duty of the Customer to inform the Supplier before the Training Date.   

7.4 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract: 

(a) ensure that it has in place reasonable, appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(b) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential save where consent has been otherwise agreed with the Customer; and 

(c) not transfer any personal data outside of Jersey, the United Kingdom or the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: 

1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer; 
2. the data subject has enforceable rights and effective legal remedies; 

iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and 

1. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data; 

(d) notify the Customer without undue delay on becoming aware of a personal data breach; 

(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by the Applicable Law to store the personal data. 

7.5 The Customer consents to the Supplier appointing third-party processors of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7. 

7.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

8. LIMITATION OF LIABILITY:
   THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE. 

8.1 Nothing in the Contract excludes or limits any liability on the part of the Supplier to the extent that it cannot be excluded or limited by law.   

8.2 Subject to clauses 8.1 and 8.4 the Supplier’s total liability to the Customer shall not exceed the total Charge paid by the Customer to the Supplier. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.   

8.3 Subject to clauses 8.1 and 8.4, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap. 

8.4 Subject to clause 8.1, the following types of loss are wholly excluded: 

1. loss of profits; 
2. loss of sales or business; 
3. loss of agreements or contracts; 
4. loss of anticipated savings; 
5. loss of use or corruption of software, data or information; 
6. loss of or damage to goodwill; and 
7. indirect or consequential loss. 

8.5 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

8.6 This clause 8 shall survive termination of the Contract.

9. TERMINATION 

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 2 months’ written notice. 

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; 

(b) the other party takes or suffers any step, action or proceeding in connection with its property being declared en désastre or it otherwise becoming “bankrupt” within the meaning of the Interpretation (Jersey) Law 1954 or it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if: 

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or   

(b) the conditions of the Customer’s premises have materially altered or the Customer’s requirements have materially changed since the Commencement Date.  

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them. 

10. CONSEQUENCES OF TERMINATION 

10.1 On termination of the Contract:   

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;   

(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract. 

10.2 Termination or expiry of the Contractshall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. 

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. 

11. GENERAL 

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, grant a security interest over or deal in any other manner with any or all of its rights and obligations under the Contract   

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, grant a security interest over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier. 

11.3 Confidentiality. 

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b). This includes training materials and resources.

(b) Each party may disclose the other party’s Confidential Information: 

11. to its employees, officers, representatives,subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3;   
12. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including but not limited to any safeguarding concerns;   

iii. in the case of the Change of Control of the Supplier;   

11. in the case of the Contract being assigned under clause 11. 2. 

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 

11.4 Entire agreement. 

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. 

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

11.7 Severance. If any provision or part‐provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‐provision shall be deemed deleted. Any modification to or deletion of a provision or part‐provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 

11.8 Notices. 

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre‐paid first‐class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Specification.   

(b) Any notice or communication shall be deemed to have been received: 

9. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 
10. if sent by pre‐paid post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and 

iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)iii, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

11.9 Governing law. The Contract, and any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Jersey. 

11.10 Jurisdiction. Each party irrevocably agrees that the courts of Jersey shall have exclusive jurisdiction to settle any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation

12. REGULATED QUALIFICATION FRAMEWORK (RQF) QUALIFICATIONS

12.1  Engagement by the learners is compulsory in order for successful completion of RQF qualifications. This is measured by:

• 75% attendance at taught lessons (100% attendance at mandatory elements of the taught sessions – first aid and safe handling)
• Attendance (and booking of) 2 work based assessments minimum  8 weeks prior to course completion date
• Learner engagement with the designated assessor – email, telephone conversations are expected at least 4 weekly
• Supervisions and review meetings are expected at least 8 weekly with the designated assessor – it is the responsibility of the learner to book these meetings

12.2 Failure to complete the course will be confirmed in writing. Should learners wish to re-enrol, the cost for courses remains at full cost – no refunds are offered.

12.3 All RQF learners must ensure they are familiar with and follow the guidance in the policies and procedures  related to RQF. These will be made available on booking and accessible at all times during the term of study.