The Health & Safety College

Terms and Conditions for the Supply of Online Courses (B2B)

These Terms and Conditions (“Terms”) apply to the provision of online courses (“Courses”) by healthandsafetycollege.com (“Provider”, “we”, “us”, or “our”), whose registered office is at Innovation Centre 6, Keele University, Staffordshire, UK, ST5 5BG, to any business customer (“Customer”, “you” or “your”) outside or within the United Kingdom (“Territory”).  By entering into an Order (as defined below), you agree to be bound by these Terms.  Capitalized terms used but not defined in these Terms have the meanings set out in clause 1.

1.  Definitions

1.1  “Access Credentials” means the unique username, password or other log-in details issued by the Provider to the Customer to permit access to the Courses.
1.2  “Agreement” means (as applicable) the Order and these Terms, taken together.
1.3  “Course Materials” means any content, materials, documentation, text, images, videos, presentations, assessments, quizzes, sample code, guides, or other resources provided by the Provider to the Customer in connection with the Courses, in any medium or format.
1.4  “Customer Data” means all data, information and materials provided by the Customer to the Provider for use in connection with the Courses, including but not limited to any logos, company information, or bespoke content (if applicable).
1.5  “Delivery Date” means the date on which the Provider makes the Courses available online, as specified in the Order (or, if no date is specified, within a reasonable period following acceptance of the Order).
1.6  “Fees” means the fees payable by the Customer for the Courses as set out in the Order.
1.7  “Order” means any proposal, order, purchase order, quotation or other documentation (or equivalent electronic confirmation) submitted by the Customer to purchase one or more Courses, as accepted by the Provider.
1.8  “Permitted Users” means employees, consultants, contractors or agents of the Customer who have been authorised by the Customer to access and use the Courses.
1.9  “Term” means the term of this Agreement as defined in clause 12.1.

2.  Application and Formation of Contract

2.1  These Terms apply to any Order for Courses placed by the Customer.  By submitting an Order, the Customer agrees that it has read, understood and accepts these Terms.  No additional or different terms proposed by the Customer shall apply unless expressly agreed in writing by a director of the Provider.
2.2  An Order is deemed accepted by the Provider when the Provider issues an Order confirmation (in writing or by email) to the Customer (“Order Confirmation”).  The Agreement comes into force on such date.
2.3  To the extent of any conflict or inconsistency between an Order and these Terms, these Terms shall prevail, unless the Provider expressly agrees otherwise in writing.

3.  Provision of Courses

3.1  Access and Delivery. Subject to payment of the Fees and compliance with these Terms, the Provider shall:
(a)  grant the Customer a non-exclusive, non-transferable, revocable right for the Permitted Users to access and use the Courses and Course Materials during the Term; and
(b)  provide the Customer with the Access Credentials and any relevant instructions required to access the Courses, on or before the Delivery Date.

3.2  Course Availability.
(a)  The Provider shall use reasonable endeavours to ensure that the Courses are available to the Customer 24 hours a day, seven days a week, except for:
(i)  scheduled maintenance, announced at least 48 hours in advance (unless urgent maintenance is required to address a security threat or other serious issue);
(ii)  unscheduled maintenance or emergency downtime, in which event the Provider shall notify the Customer as soon as reasonably practicable and restore access promptly.
(b)  The Provider does not guarantee that access will be uninterrupted or error-free.

3.3  Customer Obligations.
(a)  The Customer shall:
(i)  be responsible for obtaining and maintaining all equipment, hardware, software, telecommunications links and other infrastructure necessary for Permitted Users to access the Courses;
(ii)  ensure that Access Credentials are kept confidential and not shared or disclosed to any unauthorised person;
(iii)  promptly notify the Provider if Access Credentials are lost or compromised;
(iv)  comply with all applicable laws and regulations relating to its use of the Courses (including data protection laws).

(b)  The Customer shall be responsible for any use of the Courses by any person accessing them using valid Access Credentials.  

4.  License and Intellectual Property Rights

4.1  Ownership.  All rights, title and interest in and to the Courses, Course Materials and any related intellectual property (including but not limited to copyrights, trademarks, design rights and trade secrets) are and shall remain the exclusive property of the Provider or its licensors.  No rights or licenses are granted under this Agreement except as expressly set out herein.

4.2  License Grant. Subject to the Customer’s compliance with these Terms and payment of the Fees, the Provider grants to the Customer a non-exclusive, non-transferable, revocable license to permit the Permitted Users to access and use the Courses solely for the Customer’s internal business purposes during the Term. The Customer shall not:
(a)  copy, reproduce, modify, translate, adapt, merge, disassemble, decompile, reverse engineer, or create derivative works of the Courses, except to the extent applicable law expressly prohibits such restriction;
(b)  redistribute, sublicense, resell or otherwise make the Courses available to any third party (other than its Permitted Users) without the Provider’s prior written consent;
(c)  remove or alter any proprietary notices on the Courses or Course Materials;
(d)  use the Courses in any manner that could harm the reputation of the Provider or otherwise infringe or violate any rights of the Provider or any third party.

5.  Fees, Invoicing and Payment

5.1  Fees.  In consideration of the Provider granting access to the Courses and providing support as set out herein, the Customer shall pay the Fees.  All Fees are stated exclusive of VAT (or applicable sales tax, duties or other imposts, which shall be payable by the Customer where applicable).

5.2  Invoicing.
(a)  The Provider shall issue an invoice to the Customer for the Fees on or after acceptance of the Order or as otherwise specified in the Order.
(b)  Invoices shall set out details of the Courses ordered, the number of Permitted Users (if applicable), the price, any applicable taxes or duties, and payment instructions.

5.3  Payment Terms.
(a)  Amounts invoiced are due and payable within 30 days of the date of the invoice, unless otherwise agreed in writing by the Provider.
(b)  Time for payment shall be of the essence.  If the Customer fails to pay any amount due on the due date, without prejudice to any other rights and remedies of the Provider:
(i)  the Provider may suspend access to the Courses (in whole or in part) until payment is made;
(ii)  the Customer shall pay interest on the overdue amount at the lesser of (A) 4% per annum above the base lending rate of Barclays Bank plc from time to time, accruing daily from the due date until the date of actual payment, or (B) the highest rate permissible under applicable law.

5.4  No Set-Off.  The Customer shall have no right of set-off or deduction against the Fees for any reason, including for any claim against the Provider.

5.5  Currency.  All payments shall be made in pounds sterling (GBP) unless otherwise agreed in writing.  If payment is made in another currency, the exchange rate and any bank fees shall be borne by the Customer.

6.  Delivery and Access

6.1  Delivery.  The Provider shall deliver the Courses by granting access to an online learning management system (“LMS”) or other online platform designated by the Provider.  The Delivery Date shall be as set out in the Order (or, if none is specified, within 10 business days after the Order Confirmation).

6.2  Access Credentials.  The Provider shall provide the Customer with the Access Credentials by email (or through the LMS).  The Customer shall ensure that each Permitted User receives their own Access Credentials and does not share credentials.

6.3  Support.
(a)  During the Term, the Provider shall provide standard technical support for the Courses as set out in the Order or, if not specified, through an email or helpdesk ticket system available during Provider’s normal business hours (09:00–17:30 GMT, Monday to Friday, excluding UK public holidays).
(b)  Support includes assistance with access, basic troubleshooting, and clarifications regarding Course Materials.  The Provider is not responsible for implementing or customising the LMS or any third-party integrations requested by the Customer that are outside the Provider’s standard service offering.

7.  Intellectual Property

7.1  Provider IP.  The Customer acknowledges that all intellectual property rights in the Courses, Course Materials and any software, platform components or databases used to deliver the Courses (“Provider IP”) are owned by the Provider or its licensors.  All Provider IP is licensed (not sold) to the Customer.

7.2  Customer IP.  The Customer retains all rights, title and interest in and to the Customer Data.  The Customer hereby grants to the Provider a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, store and transmit the Customer Data solely as necessary to provide the Courses and services under this Agreement.

7.3  Feedback.  If the Customer (or any Permitted User) provides any suggestions, ideas, feedback, improvements or modifications relating to the Courses (“Feedback”), the Customer hereby assigns to the Provider all right, title and interest in and to such Feedback and agrees to give the Provider all reasonable assistance to document, perfect or enforce its rights in such Feedback.

8.  Confidentiality

8.1  Definition. “Confidential Information” means all confidential or proprietary information (in any form or medium, whether oral, written, graphic or electronic) belonging to either party (“Disclosing Party”) and disclosed to the other party (“Receiving Party”) in connection with this Agreement, including but not limited to:
(a)  technical information (e.g., specifications, designs, data, algorithms, software, prototypes);
(b)  business information (e.g., marketing plans, strategies, finances, customer lists, pricing and sales information);
(c)  usernames, passwords, customer support logs, course completion data, and any Permitted User information;
(d)  the terms of this Agreement and any pricing or Fee structures.

8.2  Obligations. The Receiving Party shall:
(a)  keep the Disclosing Party’s Confidential Information strictly confidential and use at least the same degree of care as it uses to protect its own confidential information (but in no event less than reasonable care);
(b)  not disclose or permit disclosure of Confidential Information to any third party except to its employees, contractors or professional advisers who need to know such information for the purpose of performing the Agreement and who are bound by confidentiality obligations no less stringent than those set out in this clause 8;
(c)  use Confidential Information solely to perform its obligations and exercise its rights under this Agreement.

8.3  Exceptions. The confidentiality obligations do not apply to information that:
(a)  is or becomes generally available to the public other than as a result of a breach of this clause by the Receiving Party;
(b)  is rightfully received by the Receiving Party from a third party without obligation of confidentiality;
(c)  was known to the Receiving Party (through no wrongful act of the Receiving Party) prior to its disclosure by the Disclosing Party, as evidenced by written records;
(d)  is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
(e)  is required to be disclosed by law, regulation or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates reasonably to limit the scope of such disclosure.

8.4  Return or Destruction.  Upon termination or expiry of this Agreement, or earlier upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information (and any copies) of the Disclosing Party, except that the Receiving Party may retain one copy of such information in its confidential records to ensure compliance with its obligations under this Agreement.

9.  Data Protection

9.1  Both parties shall comply with all applicable data protection and privacy laws, including the UK Data Protection Act 2018 and the UK GDPR (Regulation (EU) 2016/679 to the extent it remains applicable in UK law) (“Data Protection Laws”).

9.2  Processing of Personal Data.
(a)  To the extent that the Provider processes any personal data on behalf of the Customer in connection with this Agreement (e.g., Permitted User details, course completion data), the parties acknowledge that the Customer is the data controller and the Provider is the data processor.
(b)  The Provider shall:
(i)  Process personal data only on the Customer’s documented instructions (unless required by applicable law);
(ii)  Ensure that persons authorised to process personal data have committed to confidentiality;
(iii)  Implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage;
(iv)  Assist the Customer in responding to data subject rights requests, data protection impact assessments and consultations with supervisory authorities;
(v)  Return or delete all personal data at the end of the provision of the Courses, unless retention is required by law.

9.3  International Transfers.  To the extent that any personal data is transferred outside the UK, the Provider shall ensure that such transfers comply with Data Protection Laws (e.g., by using UK International Data Transfer Agreements or other approved mechanisms).

9.4  Further Details.  The Provider’s Privacy Policy, available at [Privacy Policy URL], sets out further details regarding how the Provider processes personal data in connection with the Courses.

10.  Warranties and Disclaimers

10.1  Mutual Warranties.  Each party represents and warrants that it has the power and authority to enter into and perform its obligations under this Agreement and that the Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

10.2  Provider Warranties. The Provider warrants that:
(a)  it will provide the Courses with reasonable skill and care, in accordance with generally accepted industry standards for similar services;
(b)  the Courses will conform in all material respects to the descriptions set out in the Course Materials;
(c)  it has all necessary rights and licenses to grant the rights granted hereunder.

10.3  Disclaimer.  Except as expressly provided in these Terms, all warranties, conditions or other terms implied by law (statutory or otherwise), including but not limited to warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, are hereby excluded to the fullest extent permitted by law.

11.  Limitation of Liability

11.1  Exclusions. Nothing in these Terms shall exclude or limit either party’s liability for:
(a)  death or personal injury caused by its negligence;
(b)  fraud or fraudulent misrepresentation;
(c)  any other liability that cannot be excluded or limited by applicable law.

11.2  Limitation.  Subject to clause 11.1, in no event shall either party’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort—including negligence—or otherwise) exceed the total Fees paid or payable by the Customer under the relevant Order during the 12 months preceding the date on which the claim arose.

11.3  Indirect Damages. Subject to clause 11.1, neither party shall be liable for:
(a)  loss of profits, revenue, business, contracts or anticipated savings;
(b)  loss of data or data corruption;
(c)  loss of goodwill or reputation;
(d)  any indirect, special or consequential loss or damage, however arising, even if advised of the possibility of such loss or damage.

11.4  Reasonableness.  The parties agree that the limitations and exclusions set out in this clause 11 are reasonable in all the circumstances.

12.  Term, Termination and Consequences

12.1  Term.  This Agreement shall commence on the Delivery Date and, unless earlier terminated in accordance with its provisions, continue for the period specified in the Order (the “Initial Term”).  Thereafter, it shall automatically renew for successive periods of 12 months each (each a “Renewal Term”), unless either party gives the other not less than 30 days’ written notice prior to the end of the then-current term of its intention not to renew.  Together, the Initial Term and any Renewal Terms constitute the “Term”.

12.2  Termination for Breach. Either party may terminate this Agreement (or any individual Order) immediately by written notice to the other if:
(a)  the other party commits a material breach of its obligations under this Agreement and fails to remedy that breach within 30 days after receipt of written notice requiring remedy;
(b)  the other party becomes insolvent, enters into administration, bankruptcy, liquidation, receivership or any analogous proceeding, or is unable to pay its debts as they fall due.

12.3  Termination for Non-Payment.  The Provider may suspend access to the Courses or terminate this Agreement immediately by written notice if any amount owing to the Provider under this Agreement is not paid within 30 days after its due date.

12.4  Effects of Termination. Upon expiration or termination of this Agreement for any reason:
(a)  all rights granted to the Customer shall immediately cease and the Customer shall cease all use of the Courses;
(b)  the Customer shall immediately pay to the Provider all accrued but unpaid Fees;
(c)  each party shall, at the other party’s option, return or destroy all Confidential Information of the other, in accordance with clause 8.4;
(d)  any provision which, by its nature, is intended to survive termination or expiry (including clauses on confidentiality, intellectual property, limitation of liability, governing law and jurisdiction) shall remain in full force and effect.

12.5  No Refund.  Termination by the Customer for any reason other than a material breach by the Provider shall not entitle the Customer to any refund of Fees already paid.

13.  Force Majeure

13.1  Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if and to the extent such delay or failure is caused by an event beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, riots, civil commotion, governmental actions, strikes or lockouts (other than by the affected party’s own workforce), internet or telecommunications failures, software or hardware failures, pandemic, or power failures (“Force Majeure Event”).

13.2  A party affected by a Force Majeure Event shall:
(a)  promptly notify the other party in writing, specifying the nature and likely duration of the event;
(b)  use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.

14.  Export Compliance

14.1  The Customer shall comply with all applicable export control and economic sanctions laws, regulations and embargoes of the UK, the European Union, the United States, or other relevant jurisdictions.  Without limiting the foregoing, the Customer shall not export, re-export, divert or use the Courses or Course Materials for any prohibited purpose or to any person, entity or country for which such export, re-export, diversion or use is restricted or prohibited.

15.  Assignment and Subcontracting

15.1  Assignment.  The Customer shall not assign, subcontract, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Provider (not to be unreasonably withheld or delayed).  The Provider may assign, novate or otherwise transfer any of its rights and obligations under this Agreement at any time.

15.2  Subcontracting.  The Provider may subcontract the performance of any of its obligations under this Agreement (including hosting, technical support or platform management) provided that the Provider remains responsible for the acts and omissions of its subcontractors as if they were its own.

16.  General

16.1  Notices. All notices required or permitted under this Agreement shall be in writing and delivered by hand, sent by pre-paid registered post, or sent by email (with a copy by pre-paid registered post). Notices to the Provider shall be addressed to [Registered Address] (or such other address as notified to the Customer from time to time). Notices to the Customer shall be sent to the address set out in the Order (or such other address as notified to the Provider in writing). Notices shall be deemed received:
(a)  if delivered by hand, on signature of a delivery receipt;
(b)  if sent by pre-paid registered post, two business days after posting;
(c)  if sent by email, on the next business day after send date provided no bounce-back is received.

16.2  Amendments.  The Provider reserves the right to modify or update these Terms from time to time in its reasonable discretion (for example, to reflect changes in legal or regulatory requirements).  If the Provider modifies these Terms, it will notify the Customer in writing at least 30 days before the changes take effect.  If the Customer does not agree to the modified Terms, the Customer may terminate the Agreement in accordance with clause 12.2 prior to the effective date of the changes; otherwise, continued use of the Courses constitutes acceptance of the modified Terms.

16.3  Severability.  If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

16.4  Waiver.  No failure or delay by either party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

16.5  Entire Agreement.  These Terms, together with the Order, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, representations or agreements, written or oral, relating to the subject matter hereof.

16.6  Relationship of the Parties.  Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.  Neither party has authority to bind the other in any manner.

16.7  Third Party Rights.  Except as expressly provided in clause 8.2(b), no person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.  Governing Law and Jurisdiction

17.1  Governing Law.  This Agreement and any dispute or claim arising out of or in connection with it (“Dispute”), whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall be governed by and construed in accordance with the laws of England and Wales.

17.2  Jurisdiction.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.  Notwithstanding the foregoing, nothing in this clause shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.