APPRENTICESHIP PROVIDER TERMS

Last revised 19 July 2016

These terms and conditions (together with the policies referred to in it) (the “Apprenticeship Provider Terms“) tell you the terms and conditions on which:

  1. we provide our service (the “Service“) through the UCAN Platform available on our website ucan.co.uk (the “Website“) to you as an Apprenticeship Provider; and
  2. you will provide Apprenticeships to Apprentices to ensure that you adhere to our SFA Contract and the Funding Rules (as a sub-contractor) and applicable law (as a provider of apprenticeships).

Please read these Apprenticeship Provider Terms carefully as they govern your use of the UCAN Platform. By registering and/or continuing to use the UCAN Platform you agree to be bound by these Apprenticeship Provider Terms. If you do not accept these Apprenticeship Provider Terms please do not register to use the UCAN Platform.

These Apprenticeship Provider Terms tell you who we are, how we provide the Service, how we may change the Service, how you and we may change or end the contract, what to do if there is a problem and other important information.

You represent and warrant that you are able to agree these Apprenticeship Provider Terms on behalf of yourself, any company you work for and/or any person or entity that accesses or uses the UCAN Platform.

We may vary these Apprenticeship Provider Terms from time to time and shall post such alterations on the Website.  If you do not agree to the changes made to these Apprenticeship Provider Terms, then you have the right to stop using the UCAN Platform, and should do so immediately. Your continued use of the UCAN Platform after the date the changes have been posted will constitute acceptance of the amended Apprenticeship Provider Terms.


1.


DEFINITIONS AND INTERPRETATION

1.1

In these Apprenticeship Provider Terms, the following definitions apply:

Apprentice” means a person requiring an apprenticeship or a learner who has been introduced to you by us through the UCAN Platform.

Apprenticeship” means an apprenticeship under the ASCLA 2009 which we sub-contract to you (being a job with an accompanying skills development programme).

Apprenticeship Offer” means a response to an Apprenticeship Request provided by an Apprenticeship Provider (including you) with an indication and offer of the Apprenticeship available and any conditions for that Apprenticeship.

Apprenticeship Provider” means a provider of Apprenticeships.

Apprenticeship Request” means a request made by an Apprentice through the UCAN Platform for an Apprenticeship with an Apprenticeship Provider.

ASCLA 2009” means the Apprenticeships, Skills, Children and Learning Act 2009 as amended or varied from time to time.

Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London, England are open for business.

EA 2010” means the Equality Act 2010 as amended or varied from time to time.

ERA 1996” means the Employment Rights Act 1996 as amended or varied from time to time.

Funding” means the funding which we will provide to you to provide Apprenticeships in accordance with clause 4.

Funding Rules” means the SFA’s funding rules as amended and updated from time to time (a copy of which are available here).

FOIA 2000” means the Freedom of Information Act 2000 as amended or varied from time to time.

ILA” means the Individualised Learner Record (ILR) Specification 2013/14 as amended or varied from time to time.

Premises” means the locations where you provide Apprenticeships.

SFA” means the Skills Funding Agency.

SFA Contract” means the Contract for Services Education and Training (SFA-3457) made between the SFA and us as varied from time to time (a copy of which is available here).

UCAN Platform” means the Website, any mobile apps we make available to provide the Service, any pages or widgets we operate on third party websites or applications, and the content and services we make available through them via the internet or mobile devices (including smartphones and tablets). 

we” or “us” means CSM Consulting Limited, a private limited company registered with company number 04656661 which has its registered address at 18-22 Angel Crescent, Bridgwater, Somerset, TA6 3AL. Our VAT number is 822 0206 84.

you” means you, any Apprenticeship Provider you work for and any person that registers, accesses and/or uses the UCAN Platform and includes your personal representatives, successors or permitted assigns.

1.2

In these Apprenticeship Provider Terms, a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).


2.


THE UCAN PLATFORM AND OUR SERVICE

2.1

The UCAN Platform is designed to enable Apprentices to apply for Apprenticeships with Apprenticeship Providers (as sub-contractors under our SFA Contract) or vice versa.

2.2

We are not an employment agency or employment business. You acknowledge that we are not hired by you to provide services for the purposes of supplying you with workers for employment by you.

2.3

Nothing in these Apprenticeship Provider Terms creates an obligation on us to submit to you any Apprenticeship Requests, nor for you to submit Apprenticeship Offers. We reserve the right to suspend, restrict or terminate your access to the UCAN Platform at any time.

2.4

We make no warranty that the UCAN Platform will provide an uninterrupted service or be error free, or that any defects will be corrected. While we take steps to prevent misuse of our systems, we cannot warrant that the UCAN Platform will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.

2.5

We may update the UCAN Platform from time to time, and may change the content on our UCAN Platform at any time. However, please note that any of the content on our Website or mobile application software may be out of date at any given time, and we are under no obligation to update it.

2.6

We make no warranty as to the quality of the Apprentices we introduce to you and are not liable for any loss or damage you may incur as a result of an introduction to an Apprentice. We will not be a party to any employment contract or apprenticeship contract made between you and the Apprentice and you will be responsible for all regulatory and legal requirements relevant to the employment of that Apprentice.


3.


YOUR OBLIGATIONS AS AN APPRENTICESHIP PROVIDER

3.1

You shall:

3.1.1

comply with:

  1. the ASCLA 2009, EA 2010, ERA 1996 and FOIA 2000;
  2. the Funding Rules (which rules are specifically incorporated by reference into these Apprenticeship Provider Terms and apply to your obligations as an Apprenticeship Provider); and
  3. the terms of the SFA Contract (the terms and conditions of which are specifically incorporated by reference into these Apprenticeship Provider Terms and are binding on you as if you were a direct party to it as a contractor with the SFA);
3.1.2

provide us or our representatives, the SFA or their representatives, the Secretary of State or their representatives, the National Audit Office, Representatives of the European Commission and the European Court of Auditors, the Audit Commission, the Inspectorates and HM Treasury shall have the right to visit all or any Premises and view operations relating to the provision and to inspect relevant documents and interview Apprentices and your staff during these visits in order to:

  1. examine, audit or take copies of any of your original or copy documentation, accounts, books and records that relate to the Apprenticeship;
  2. visit, view or assess the design, management and delivery relating to the Apprenticeship at any Premises where those operations are carried out and conduct relevant interviews, including interviews with Apprentices, during these visits at any reasonable time; and
  3. carry out examinations into the economy, efficiency and effectiveness with which you have used the allocated SFA’s resources in the performance of the Apprenticeship.
3.1.3

not sub-contract any Apprenticeship without our express written consent (and you acknowledge that we must also obtain the SFA’s consent for this);

3.1.4

ensure that you have sufficient capacity, capability, quality and financial standing to deliver any Apprenticeship and co-operate with us to ensure that there is continuity of learning on termination of these Apprenticeship Provider Terms;

3.1.5

provide us with such information and materials as we may reasonably require in order to supply our Service and ensure that such information is accurate in all material respects;

3.1.6

inform us immediately and provide us with evidence of any irregular financial or delivery activity which arises. Irregular activity could include, but is not limited to:

  1. non-delivery of Apprenticeships when Funding has been provided to you;
  2. sanctions imposed on you by an awarding organisation;
  3. an inadequate Ofsted grade;
  4. complaints or allegations by Apprentices, people working for you or other relevant parties, and
  5. allegations of fraud;
3.1.7

promptly provide us with:

  1. evidence that you are on the Register of Training Organisations and the UK Register of Learning Providers and your UK Provider Registration Number;
  2. all ILR data to ensure that we can provide data returns to the SFA;
  3. sufficient evidence to allow us to:
    1. assess your performance against Ofsted’s Common Inspection Framework;
    2. incorporate the evidence you provide into our self-assessment report; and
    3. guide the judgements and grades within our self-assessment report;
3.1.8

promptly consider and respond to any Apprenticeship Request and ensure that your Apprenticeship Offers are complete and accurate in all material respects and are not misleading;

3.1.9

inform us (whether via the UCAN Platform or otherwise) as soon as reasonably practicable and, in any event, within 5 Business Days if:

  1. an Apprentice you have provided an Apprenticeship Offer to has approached you directly (rather than through the UCAN Platform);
  2. an Apprentice has accepted an Apprenticeship Offer; or
  3. an Apprentice has extended an Apprenticeship with you.
3.1.10

co-operate with us in all matters relating to the Services;

3.1.11

obtain and maintain all necessary licences, permissions and consents required to provide Apprenticeships under the ASCLA 2009; and

3.1.12

be solely responsible for ensuring your own compliance with the ASCLA 2009, EA 2010, ERA 1996 and FOIA 2000. We are not liable for any failing by you to comply with the ASCLA 2009, EA 2010, ERA 1996 and FOIA 2000.

3.2

You agree that you are fully responsible and liable for the actions of any persons who access the UCAN Platform on your behalf.

3.3

You hereby agree to indemnify us against all liabilities, costs, expenses, damages and losses or personal injury (including death) and including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of or in connection with:

3.3.1

you providing Apprenticeships;

3.3.2

your non-compliance of any applicable law; or

3.3.3

a breach or negligent performance or non-performance by you of these Apprenticeship Provider Terms.

3.4

You shall maintain (at your own cost) a policy or policies of insurance to cover your liability in respect of any act or default which you may become liable to indemnify us under these Apprenticeship Provider Terms.

3.5

You consent to information about the device you use to access the UCAN Platform being collected and processed for fraud prevention purposes and you acknowledge that we may use third parties (and information they provide) to help us prevent fraud or unauthorised access to the UCAN Platform.


4.


FEES AND PAYMENT

4.1

You acknowledge that we are funded by the SFA and the European Social Fund.

4.2

In order to receive funding from us for any Apprenticeship:

4.2.1

you shall submit to us a valid claim for payment in accordance with the Funding Rules; and

4.2.2

we shall then pay each valid claim submitted by you by BACS within 30 days to the account details provided.

4.3

All funding shall be an exempt supply for VAT purposes.

4.4

You must not:

4.4.1

use our Funding to make bids for or claims from any European funding on your own behalf or the SFA’s behalf; or

4.4.2

use payments made as match funding for European Social Fund co-financing projects.


5.


CONFIDENTIALITY

We each undertake during and after termination of these Apprenticeship Provider Terms (however they shall end) not to disclose or exploit in any way any confidential information concerning each other’s businesses, the Apprentices and the provisions of these Apprenticeship Provider Terms.


6.


INTELLECTUAL PROPERTY

You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the UCAN Platform (the “Intellectual Property“), including the manner in which the UCAN Platform is presented or appears and all information and documentation relating to it, is our property (or that of our licensors), and nothing in these Apprenticeship Provider Terms shall be taken to transfer any of the Intellectual Property to you.


7.


LIMITATION OF LIABILITY

7.1

Nothing in these Apprenticeship Provider Terms shall limit or exclude our liability for fraud or fraudulent misrepresentation.

7.2

If you are dissatisfied with the Service or UCAN Platform, or these Apprenticeship Provider Terms, your only remedy under these Apprenticeship Provider Terms shall be to discontinue your use of the UCAN Platform. Without limiting the preceding sentence, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.

7.3

Subject to clause 7.1, we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Apprenticeship Provider Terms and the Service.


8.


TERMINATION

8.1

If any provision of these Apprenticeship Provider Terms is declared by any relevant competent authority to be unenforceable (or indications of this are made by any such authority), you agree to discuss with us amending that provision in a reasonable manner so that it achieves the purpose of these Apprenticeship Provider Terms without illegality. If we agree that the effect of any declaration is to defeat the original intention of these Apprenticeship Provider Terms, either of us may terminate these Apprenticeship Provider Terms in writing.

8.2

Either party may terminate these Apprenticeship Provider Terms with immediate effect by giving written notice to the other party if:

8.2.1

either of us commits a material breach of these Apprenticeship Provider Terms 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;

8.2.2

either of us takes any step or action in connection with its 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) or having a receiver appointed to any of its assets; or

8.2.3

either of us suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

8.3

Without limiting our other rights or remedies:

8.3.1

we may terminate these Apprenticeship Provider Terms and our Services with immediate effect by giving written notice to you if we are requested to do so by the SFA; and

8.3.2

we may suspend provision of the Services to you under these Apprenticeship Provider Terms if you become subject to any of the events listed in term 8.2.2 or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any Fees due under these Apprenticeship Provider Terms on the due date for payment.

8.4

Termination of these Apprenticeship Provider Terms does not affect your ongoing obligation to pay the Fees for any Clients we introduce to you prior to the date of termination. Apprenticeship Provider Terms 2 to 7 and 8.4 to 10.7 shall survive the termination of these Apprenticeship Provider Terms and:

8.4.1

you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Fees but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by the you immediately on receipt;

8.4.2

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of these Apprenticeship Provider Terms which existed at or before the date of termination or expiry; and

8.4.3

terms which expressly or by implication survive termination shall continue in full force and effect.


9.


FORCE MAJEURE

9.1

For the purposes of these Apprenticeship Provider Terms, “Force Majeure Event” means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

9.2

We shall not be liable to you as a result of any delay or failure to perform our obligations under these Apprenticeship Provider Terms as a result of a Force Majeure Event. If a Force Majeure Event prevents us from providing the Service then we shall, without limiting our other rights or remedies, have the right to terminate these Apprenticeship Provider Terms and our Service immediately by giving written notice to you.


10.


GENERAL

10.1

Assignment and other dealings

We may at any time assign, transfer, subcontract or deal in any other manner with all or any our rights under these Apprenticeship Provider Terms and may subcontract or delegate in any manner any or all of our obligations under these Apprenticeship Provider Terms to any third party or agent. You shall not, without our prior written consent, assign, transfer, subcontract, or deal in any other manner with any or all of your rights or obligations under these Apprenticeship Provider Terms.

10.2

Notices

Any notice or other communication given to a party under or in connection with these Apprenticeship Provider Terms shall be in writing, addressed to that party at its registered office (if it is a company) and shall be delivered personally or sent by recorded delivery service or commercial courier.

10.3

Severance

If any provision or part-provision of these Apprenticeship Provider Terms 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 these Apprenticeship Provider Terms.

10.4

Waiver

No failure or delay by either of us to exercise any right or remedy provided under these Apprenticeship Provider Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.5

No partnership or agency

Nothing in these Apprenticeship Provider Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute either of us the agent of the other for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other party in any way.

10.6

Third parties

10.6.1

Except as expressly provided for in term 10.6.2 below, a person who is not a party to these Apprenticeship Provider Terms shall not have any rights to enforce its terms.

10.6.2

You agree and acknowledge that the SFA has the right to enforce the terms of these Apprenticeship Provider Terms and bring a claim against you as if it were a direct party to these Apprenticeship Provider Terms.

10.7

Governing law and jurisdiction

These Apprenticeship Provider Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Apprenticeship Provider Terms.