We understand the business-sensitive nature of many of the Performance Criteria that form the techUK Business Professional Certificate, therefore we treat all documents and interactions with the appropriate consideration for your privacy.
Terms and Conditions
2. Agreement Structure
5. BPC Benefits
7. Term, Suspension and Termination
8. Effects of Termination
9. Confidential Information
10. Limiting Liability
11. General Provisions
1.1. In this contract the following words have the following meanings:
1.1.1. "Annual Assessment" means the evaluation carried out on or before each anniversary of the Start Date to determine if the Customer continues to meet and/or exceed the Performance Criteria;
1.1.2. "Application" means the completed BPC application form;
1.1.3. "Assessment" means the Initial Assessment and/or the Annual Assessment;
1.1.4. "BPC" means the techUK Business Professional Certificate;
1.1.5. "BP Certified" is when techUK grants the BPC to the Customer as is measured from the previous Successful Assessment to the date on which the Customer is Unsuccessful in an Assessment or this Agreement is terminated for any reason (and "BP Certification" shall be construed as the act or moment of becoming BP Certified);
1.1.6. "Customer" means the party identified as such in the Application;
1.1.7. "Evidence Pack" means the information supplied by the Customer as evidence of how it meets or exceeds the Performance Criteria, as further described in the Service Description;
1.1.8. "Fees" means the fees set out in the Application;
1.1.9. "Initial Assessment" means the evaluation by techUK of a Customer's Evidence Pack against the Performance Criteria, as further described in the Service Description;
1.1.10. "Performance Criteria" means the criteria that the Customer must meet or exceed to satisfy the BPC scheme components and be BP Certified, as set out in the Service Description;
1.1.11. "Service Description" means the document entitled techUK Business Professional Certificate Scheme Service Description; and
1.1.12. "Start Date" means the date upon which techUK counter-signs the Application.
2.1. This Agreement comprises the BPC Terms and Conditions, the Application and the Service Description (together the "Agreement"), which shall take effect in the following order of authority in the event of any conflict or inconsistency: (i) BPC Terms and Conditions; (ii) the Application; and (iii) the Service Description.
2.2 Following the submission by the Customer of an Application to techUK, this Agreement becomes binding on the Start Date.
3.1. techUK shall, using reasonable care and skill, use its reasonable endeavours to: (i) undertake the Assessments as specified in the Service Description; and (ii) provide the benefits listed at clause 5 for such period as the Customer is BP Certified.
3.2. The Customer shall: (i) submit the Evidence Pack in accordance with techUK's reasonable instructions; (ii) at all times act in accordance with the principles set out in the Service Description; and (iii) promptly notify techUK of any changes of company name, address, or other information which may reasonably assist techUK in the performance of its obligations under this contract.
3.3. The Customer: (i) upon agreeing to be used as a case study example of the BPC scheme, grants to techUK a non-exclusive, perpetual, irrevocable licence to use information it provides to techUK for use in a case study example of the BPC scheme; and (ii) agrees to indemnify techUK in respect of (and shall keep techUK indemnified in respect of) any costs, claims, demands, liability, and/or expense arising as a result of any third party making a claim against techUK in respect of or related to this Agreement or services provided by the Customer.
4.1. techUK will undertake the Assessments in order to determine whether the Customer meets and/or exceeds the Performance Criteria ("Successful") or fails to meet the Performance Criteria ("Unsuccessful").
4.2. In carrying out the Assessment, techUK will evaluate the Evidence Pack against the Performance Criteria and reserves the right to request and retain references from the Customer's nominated referees for the duration of this Agreement.
4.3. techUK will provide the result of the Assessment in an evidence feedback form, which will specify if the Customer has been Successful or Unsuccessful, and, if Unsuccessful, how the Customer may resubmit its evidence to meet and/or exceed the Performance Criteria.
4.4. The Customer may appeal against the result of any Unsuccessful Assessment by using the appeals process detailed in the Service Description. techUK reserves the right to accept or reject an appeal in its sole discretion. techUK shall not be responsible for any costs of the Customer associated with an appeal (even if the appeal is accepted).
5.1. Upon the grant by techUK of BP Certification:
5.1.1. techUK and the Customer shall agree (both parties acting reasonably) on an appropriate techUK press release in respect of the Customer's BP Certification;
5.1.2. techUK shall deliver to the Customer a single BP Certificate at a BPC awards ceremony, and shall also deliver a digital version of the BPC logo (Certified Professional Business), and a pack including the press release agreed at 5.1.1 and a BPC marketing poster; and
5.1.3. If the Customer is an techUK member, techUK shall add to the Customer's details in its member listing on techUK's website that the Customer is BP Certified and list the Customer on the 'Achieved recognition' section of techUK's BPC website.
5.2. For such period that the Customer is BP Certified, it shall:
5.2.1. be permitted to receive and display the original BPC (and such copies as permitted by techUK in writing);
5.2.2. be permitted to display (but not in any way to modify or obscure) the BPC logo on its website, letterhead and marketing materials for the sole purpose of indicating that it is BP Certified; and
5.2.3. be permitted to display the BPC marketing poster (and such copies as permitted by techUK in writing) at the Customer's place of business for the sole purpose of indicating that it is BP Certified.
5.3. The Customer warrants and undertakes that it shall not use, display, modify, or create derivative works of any information provided to it by techUK in relation to this Agreement save as expressly permitted under clause 5.2.
5.4. For such period during the term of this Agreement that the Customer is not BP Certified, the Customer may, if an techUK member, be listed, at techUK's absolute discretion, on the 'Working towards recognition' section of techUK's BPC website.
6.1. The Customer shall pay the Fees plus VAT in accordance with the Application. Payment becomes due upon receipt of techUK's invoice. Fees are non-refundable (and for the avoidance of doubt will not be refunded in the event that the Customer loses BP Certification for any reason).
6.2. If payment is overdue for a period of not less than thirty (30) days, techUK will notify the Customer. Failure to pay techUK's invoice within a further ten (10) day period shall constitute a material breach of contract on the part of the part of the Customer.
6.3. techUK reserves the right to increase the Fees with effect from any anniversary of the Start Date, provided that techUK has given the Customer not less than thirty (30) days' prior written notice of such increase (a "Fee Increase Notice"). Upon receipt of a Fee Increase Notice, the Customer may elect to terminate this Agreement in accordance with clause 7.2.
7.1. This Agreement shall commence on the Start Date and shall continue unless and until terminated in accordance with this clause 7.
7.2. The Customer may terminate the Agreement at any time by giving to techUK not less than seven (7) days' prior written notice of termination.
7.3. techUK shall be entitled to terminate this Agreement: (i) if the Customer loses BP Certification at any time (or is suspended pursuant to clause 7.5), by giving written notice of termination; or (ii) on any anniversary of the Start Date, by giving not less than sixty (60) days' prior written notice of termination.
7.4. Either party shall be entitled to terminate this Agreement by written notice to the other with immediate effect if the other party commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
7.5. techUK shall be entitled to terminate or suspend a BP Certification immediately by giving written notice if:
7.5.1. in techUK's reasonable opinion the Customer brings the BPC scheme into disrepute or otherwise acts or defaults in a manner such that its commercial, ethical, and/or risk management procedures or processes are not commensurate with best industry practice, or the Customer breaches the principles of BP Certification as specified from time to time in the Service Description; or
7.5.2. the Customer has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an arrangement with its creditors or petitions for an administration order or has a receiver, administrator or manager appointed over any of its assets, or a court or arbiter with authority to so determine, determines that the debtor is unable to pay its debts.
7.6. techUK may, after it has suspended BP Certification in accordance with clause 7.5, in its sole discretion, reinstate BP Certification but, prior to doing so, techUK shall be entitled to request that the Customer undertakes such corrective action as techUK determines appropriate and to techUK's reasonable satisfaction.
7.7. This Agreement shall terminate with immediate effect if the Customer is a member of techUK and its membership is terminated for any reason.
8.1. Termination of this Agreement shall not entitle the Customer to any refund of the Fees (whether in whole or in part).
8.2. On termination of this Agreement: (i) all rights (including the rights granted under clause 5) granted to the Customer shall terminate; (ii) the Customer shall certify that it has ceased using and benefiting from the rights granted at clause 5; (iii) Clauses 3.3, 6, 8.2, 10 and 11 shall continue in force.
9.1. Each party that receives ("Receiving Party") non-public business or financial information ("Confidential Information") from the other ("Disclosing Party"), whether before or after the date of this Agreement shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential
Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clause 9.2, or 9.3; and (iii) not use the Confidential Information for any purpose other than the performance of its obligations or its enjoyment of rights under this Agreement ("Permitted Purpose").
9.2. The Receiving Party may disclose Confidential Information to its own, or any of its officers, directors, employees agents and advisers who reasonably need to know for the Permitted Purpose (each a "Permitted Third Party"), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of this clause 9 of such Permitted Third Party as if such Permitted Third Party was the Receiving Party (and a party to this contract). The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party's obligations of confidentiality under this clause 9.
9.3. If required by law, the Receiving Party may disclose Confidential Information to a court or regulatory authority or agency, provided that the Receiving party shall (if legally permissible) provide reasonable advance notice to the Disclosing Party and co-operate with any attempt by the Disclosing Party to obtain an order for providing for the confidentiality of such information.
10.1. techUK excludes its liability for loss of profit, loss of business, loss of goodwill, loss of anticipated savings, and loss of information received from the Customer; however, techUK's liability for (i) death and personal injury caused by its negligence; and (ii) fraud or fraudulent misrepresentation, is unlimited.
10.2. Subject to clause 10.1, techUK limits its liability to the Customer for any breach of contract (including wilful and/or intentional breach), negligence, misrepresentation, breach of confidence, or breach of statutory duty to the greater of two thousand pounds Sterling (£2,000) and the Fees payable in the calendar year that the liability arose.
11.1. Assignment. No party shall assign, novate or otherwise transfer this contract or any of its rights and duties hereunder whether in whole or in part without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. techUK is entitled to charge its reasonable legal and administrative expenses to prepare any such assignment or novation.
11.2. Changes. No changes to this contract shall be valid unless made in writing and signed by the authorised representatives of both parties.
11.3. Third Party Rights. A person who is not a party to this contract has no right to enforce any term of this contract against either party under the Contracts (Rights of Third Parties) Act 1999.
11.4. Entire Agreement. This contract supersedes any prior contracts, arrangements and undertakings between the parties in relation to its subject matter and constitutes the entire contract between the parties relating to that subject matter.
11.5. Force Majeure. Except in respect of any obligation to make a payment under this contract, no party shall be liable for any delay or failure to perform its duties caused by any circumstances beyond its reasonable control.
11.6. Disputes. Any dispute arising under this Agreement should first be referred to the complaints procedure detailed in the Service Description. If the dispute remains unresolved for at least twenty one (21) days, the parties will attempt in good faith to resolve the dispute in accordance with an alternative dispute resolution procedure recommended by the Centre for Effective Dispute Resolution before then commencing any court proceedings.
11.7. Jurisdiction. This contract is subject to the laws of England and Wales and, subject to clause 11.6, the exclusive jurisdiction of the English courts.
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