Apprenticeship

This Agreement is made on

between TechGeek UK

AND

Incorporated and registered in England and Wales, whose registered office company address

Accountability Statement: means the “Apprenticeship Accountability Statement” published by the Department for Education which sets out the roles and responsibilities of the various regulatory bodies responsible for regulating Apprenticeships a copy of which can be found at: https://www.gov.uk/government/publications/apprenticeship-accountability-statement

Applicable Laws: means all applicable laws, legislation, statutes, statutory instruments, regulations, edicts, by-laws or directions or guidance from government or governmental agencies which have the force of law whether local, national or otherwise existing from time to time and Law shall mean any one of them.

Apprentice: means a person who works under an Apprenticeship Agreement entered into with the Employer.

Apprenticeship Programme: means a programme of Training provided by the Training Provider in accordance with this Agreement.

Approved Apprenticeship Standard: has the meaning given in Section A1 of the Apprenticeships, Skills, Children and Learning Act 2009.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Data: means all designs, models, drawings, prints, samples, transparencies, specifications, reports, manuscripts, documentation, manual, photographs, negatives, tapes and/or discs whether belonging to the Employer, supplied by the Employer to the Training Provider for the performance of the Services.

Employer’s Digital Account: the part of the ESFA’s apprenticeship service which shows the amount of Funding available to the Employer to spend on Training of Apprentices and information associated with this spend.

End-Point Assessment (EPA): the assessment (and any resits of that assessment) of the Apprentice’s knowledge, skills and behaviours carried out by an End-Point Assessment Organisation at the end of the Training to confirm that the Apprentice has met the requirements of any relevant Approved Apprenticeship Standard.

End-Point Assessment Organisation (EPAO): means any organisation on the Register of End-Point Assessment Organisations which is selected by the Employer and contracted by the Training Provider to carry out End-Point Assessment.

ESFA: means the Secretary of State for Education, acting through the Educations and Skills Funding Agency, an executive agency of the Department for Education, whose principal address is at Cheylesmore House, Quinton Road, Coventry, CV1 2WT

Funding Rules: the Apprenticeship Funding and Performance Management Rules for Training Providers and, where applicable, the Apprenticeship

Funding: Rules for Employer-Providers, both as revised and amended from time to time and available at: https://www.gov.uk/ government/publications/apprenticeship-funding-and- per-formance-management-rules

Good Industry Practice: means standards, practices, methods and procedures conforming to the Law and the exercise of the degree of care, skill, diligence, prudence, efficiency, foresight and timeliness which would be reasonably and ordinarily expected at such time from a skilled and experienced body engaged within the relevant industry or business sector.

Ofsted: means the Office for Standards in Education, Children’s Services and Skills Piccadilly Gate, Store Street, Manchester, M1 2WD or such other statutory or non-statutory body responsible for carrying out its functions from time to time (including but not limited to the regulation of the further education sector, teacher training in the higher education sector and all matters assigned to it under the Accountability Statement)

Services: the provision of training services in respect of the Apprenticeship Programmes, as further detailed in this Agreement or an agreed Plan of Delivery.

Training: means the delivery of training and on- programme assessment by the Training Provider to one or more Apprentices.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

(a) The Training Provider shall provide the Services to the Employer in accordance with this Agreement.

(b) The Training Provider shall provide the Services under this Agreement from the date of this agreement and shall continue until terminated in accordance with the terms of this Agreement.

Specific agreements between both parties prior to commencement:

2.1 The Employer commits to

• Exclusive delivery: NO
• Shared delivery: YES

of Government funded apprenticeship via the Training Provider in line with this Agreement.

3.1 the Employer shall specify in writing to the Training Provider the Training Services that it wishes to procure and shall provide the Training Provider with such information as required in order for the request to be com-pleted to the agreed standard and in accordance with the terms of this Agreement. Where known, the follow-ing should be highlighted;

• a. Apprenticeship standards required
• b. Number of staff in scope
• c. Location of delivery
• d. Date Training Services are to resume

3.2 The Employer shall also confirm on whether the requested Apprenticeship training will be using funding provided by the ESFA through the Employers Digital Account and whether co-investment may be required.

3.3 Following receipt of the information requested the Training Provider shall, as soon as reasonably practicable either;

• a. Inform the Employer that it declines to provide the Requested Services; or
• b. provide the Employer with a detailed Plan of Delivery.

3.4 Plan of Delivery will include the following;

• a. The services to be offered by the Training Provider
• b. The timetable of their performance of the services
• c. Any additional charges that are not included in this Agreement
• c. Confirmation of the ESFA funding available for the services requested.

4.1 A request to amend this Agreement or the Services by either Party shall be made in writing to the other party. The Training Provider and the Employer shall negotiate each proposed change in good faith and without any obligation on either Party to agree, both Parties shall agree the proposed changes in writing and an ad-dendum shall be added to the existing Agreement.

4.2 The Training Provider warrants that it will use its best endeavours and all skill and care expected from a training provider in its performance of the services requested by the Employer. The Training Provider may only make changes to the Services which are necessary to comply with any applicable law or safety requirements and must notify the Employer of such changes.

5.1 The Training Provider shall:

5.1.1 Support the Employer to conduct an Organisation Needs Analysis to establish the needs of the Employer as a whole and the needs of its employees;

5.1.2 Provide information, advice and guidance to the Employer and its employees, around the training pro-vided and career opportunities, this will be given at induction, throughout the Apprenticeship Programme and upon exit to the Apprenticeship Programme.

5.1.3 Provide the training requested by the Employer as well as being open to any additional training to the Employer

5.1.4 Provide an Account Manager to the employer, to develop and maintain strong client relationships and ensure high levels of customer service.

5.1.5 Work with the Employer to enable a positive return on investment.

5.1.6 Provide recruitment support services to the Employer, if requested.

5.1.7 Work with the Employer to support promotion of apprenticeships across the Employers workforce, if requested.

5.2 The Training Provider shall deliver the Services to the Employer:

5.2.1 in accordance with and for the duration of the relevant Apprenticeship Programme;

5.2.2 using reasonable skill and care;

5.2.3 in compliance with the Funding Rules;

5.2.4 in compliance with the Law and associated codes and guidance from time to time in force;

5.3 Check the eligibility of the individual Apprentice at the start of their Apprenticeship Programme.

5.4 Only use funds in the Employer’s Digital Account or government employer co-investment for those who are eligible.

5.5 Carry out a thorough assessment to identify the additional learning support (Additional Funding) the Ap-prentice needs and if appropriate record in the Individualised Learner Record that an Apprentice has a learn-ing support need.

5.6 Conduct a thorough Functional Skills assessment based on the national literacy and numeracy standards if an Apprentice requires further training before being able to achieve a Level 2 Standard and the Training Provider is seeking funding for this.

5.7 Make payment to the End-Point Assessment Organisation for conducting the End-Point Assessment and all relevant costs and keep records of all such payments. The Employer may request at any time evidence of the payments completed by the Training Provider to the End-Point Assessment Organisation for conducting the End-Point Assessments.

5.8 Not use a subcontractor for the delivery of the services unless:

• The subcontractor is on the published Register of Apprenticeship Training Providers, has applied via the main or supporting application routes and the Employer has provided their written approval of the subcontractor;
• For the avoidance of doubt the Employer has no liability in relation to the subcontractor. The Training Provider will indemnify the Employer against all claims and losses arising from the acts or omissions of the subcontractor as if the Training Provider had delivered the Services.

5.9 Observe all health and safety and security requirements that apply at any of the Employers premises that have been communicated to the Training Provider.

5.10 Use reasonable endeavours to ensure that the same person acts as the Account Manager for the duration of the Services.

5.11 The Training Provider warrants that it will remain an Approved Training Agency for the duration of this Agreement. If the Training Provider is deregistered from being an Approved Training Agency, then the Employ-er shall have the right to terminate this Agreement immediately without incurring any loss.

5.12 The Training Provider must notify the Employer in writing if Ofsted completes a new assessment in relation to the Training Provider and must supply its new Ofsted rating and a copy of the FE&S report to the Employer. If the Training provider receives a rating of “Requires Improvement” or “Inadequate” then the Employer may at its sole discretion terminate this Agreement immediately without incurring any loss.

5.13 The quality of the course material created and delivered by the Training provider must be completed in accordance with Good Industry Practice.

6.1 Co-operate with the Training Provider in all matters relating to the Services.

6.2 Enter into an Apprenticeship Agreement with each Apprentice for a fixed term of the period of apprentice-ship programme as confirmed via the commitment statement year for at least 30 hours per week.

6.3 Pay Apprentices at least the minimum wage required by law.

6.4 Assist the Apprentice with their development as much as possible to the reasonable satisfaction of the Training Provider.

6.5 Work with the Training Provider and each Apprentice to agree an Apprenticeship Standard, Commitment Statement and Individual Learning Plan for each Apprentice.

6.6 Ensure that all the Employers equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements.

6.7 Permit the Training Provider to apply for Additional Funding for the benefit of Apprentices.

6.8 The Employer shall not prevent the Apprentice from attending a one-on-one appointment with the Training Provider. The Training Provider shall provide at least two weeks’ notice of any arranged appointments with the Apprentice (“Arranged Appointment”). The Employer shall have the right to cancel an Arranged Appointment 48 hours prior to the Arranged Appointment providing no more than 2 visits in an 8 week period. Formal external examinations require 15 days notice.The Employer is not liable for any cost incurred by the Training provider if the Arranged Appointment is cancelled in accordance with this clause. The Employer only in-demnifies the Training Provider in relation to travel costs actually incurred by the Training Provider if the Ap-prentice is prevented by the Employer from attending the Arranged Appointment owing to the acts or omis-sions of the Employer (“Travel Indemnity”). The Employers maximum aggregated liability under or in connection with the Travel Indemnity shall not exceed the sum of £1,000 or the actual cost of travel, whichever is the lesser amount. To mitigate liability the Training Provider must book the cheapest most reasonable method of Travel. The Training Provider must provide evidence of the travel costs actually incurred otherwise the Travel Indemnity is void.

6.9 Upon Reasonable Notice from the Training Provider the Employer shall allow the Training provider access to its premises within Business Hours and on a Business Day to conduct an inspection of the Employers premises. Reasonable Notice under this clause means the Training Provider giving at least five (5) Business Days written notice to the Employer.

6.9 Make any complaint to the Training Provider in accordance with the Training Provider’s Complaints Policy. This can be viewed at the Training Provider’s website.

6.10 Where an Apprenticeship needs to be withdrawn the Employer will notify the Training Provider in writing within 21days and update the Digital Apprenticeship Service in line with the ESFA Funding Rule, as applicable.

7.1 There is no additional charge or fee for the Service of delivering Apprenticeships via the Employer’s Digital Account. Funds as pre-agreed in this contract will be drawn directly from the Employers Digital Account.

7.2 Where the monthly cost of Apprenticeship training cannot be fully met by funds from the Employers digital account (because there are insufficient funds), the Employer must co-invest 5% of the outstanding balance for that month. The government will pay the remaining 95% up to the funding band maximum.

7.3 As part of the Training Providers delivery audit process, evidence of the Apprentice in learning each month is gathered and audited. If at any point the Employer chooses to stop or roll back payments via the Employers Digital Account without informing the Training Provider through our Apprentice withdrawal process the Em-ployer is liable to pay any costs. Training Provider will demonstrate this evidence of Apprentice in learning and the Employer will need to pay the sums due up to the point of the Apprentice being in learning.

7.4 Co-Investment and payment terms

• When each Apprenticeship is added to the Employer’s Digital Account, it will be automatically allocated a priority order. This priority order will be used to identify which Apprenticeships are funded first from funds in an Employer’s Digital Account.
• When the funds reach zero in the Employer’s Digital Account the Employer will be required to fund 5% of the maximum funding band and the government will pay the remaining 95% of the maximum funding band.
• Co-investment is slightly different where an Employers Digital Account has a positive balance, but the balance is less than that months earnings for an Apprentice. In these cases, all of the available balance in the Employer’s Digital Account will be used and the co-investment required from the Employer will be 5% of the remaining earnings (up to the funding band maximum).
• Where an Apprentice withdraws from the Apprenticeship the Co-Investments payments will cease from the month of withdrawal.

8.1 The parties are aware that in the course of this cooperation they may have access to and be entrusted with information in respect of the business and finances of the other party. All such information is to be regarded as protected and confidential information for the purposes of this clause.

8.2 A party will not during or after the term of this contract divulge to any person whatsoever or otherwise make use of any trade particulars or any confidential information concerning the business or finances of the other party or any dealings, transactions or affairs or any trade secret or any such confidential information concerning any of its clients, suppliers, agents and distributors and will use their best endeavours to prevent the publication or disclosure of such information.

8.3 Neither party will make any statement to the press, radio or television media or express any views either verbal or via social media that is purported to be the views of the other party without the express prior per-mission of the Chief Executive Officer of the other party.

9.1 Each party shall retain ownership of all copyright and Intellectual Property Rights in any materials created by that party and used for the delivery of an Apprenticeship Programme (the Project Materials).

9.2 Each party shall make available to the other free of charge and hereby grants to the other party a non-exclusive, non-transferable, royalty free licence to use their Project Materials in relation to this Agreement for the duration of the relevant Apprenticeship Programme.

10.1 Either party may terminate this Agreement by providing the other party 25 Business Days’ notice in writing to the other party.

10.2 Either party may terminate this Agreement immediately if the other party:

• a. Commits a material breach of the obligations under the terms of this Agreement; or
• b. Becomes or, in the terminating parties reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
• c. Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
• d. Convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, have a re-ceiver, manager, administrator or administrative receiver appointed in respect of its assets or under-takings or any part of them; or
• e. has any documents filed with the court for the appointment of an administrator in respect of its obligations, notice of intention to appoint an administrator is given by it or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up or for the granting of an administration order in respect of its commercial business, or any proceedings that are commenced relating to its insolvency or possible insolvency.

Each Party shall comply with its obligations with regard to personal data (as defined by the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) under any applicable laws relating to data protection and privacy in connection with its activities under this Agreement and/ or in connection with the Services.

The Parties acknowledge and agree that each Party acts as a data controller in its own right with respect to its processing of personal data in connection with the provision and receipt of the Services. Each Party, as data controller, may disclose personal data to the other Party, as data controller under this Agreement.

Each Party is responsible (i) for providing all necessary notices to individuals, including its employees, officers and representatives, to the extent that their personal data is required to be disclosed to, or processed by, the other Party in connection with the Services; and (ii) for ensuring that in respect of such personal data, it has a valid processing ground under applicable laws relating to data protection and privacy to share their information with the other Party.

12.1 The Training Provider shall indemnify and hold the Employer harmless from all claims and all direct, indi-rect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Employer as a result of or in connection with: or

• (a) any alleged or actual infringement, whether or not under English law, of any third partys Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services; or
• (b) any claim made against the Employer in respect of any liability, loss, damage, injury, cost or expense sustained by the Employers employees to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of a breach or negligent performance, or failure or delay in performance of this agreement by the Training Provider or its personnel; or
• (c) any wilful, deliberate fraudulent or reckless act or omission of the Supplier or its personnel.

13.1 Neither party shall make any press or other public announcement, publicity release and/or adver-tisement concerning any aspect of this Agreement without first obtaining the written agreement of the other party to the text of that announcement, publicity release and/or advertisement.

13.2 The Training Provider shall not use the Employer’s name or brand in any promotion or marketing cam-paigns or announcement of orders without the prior written consent of the Employer.

The Training Provider undertakes that it will not use the Employer’s logo or Data unless specifically permitted and required to do so for the Services and will only do so in accordance with the Employer’s branding guide-lines which shall be provided to the Training Provider on request.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

16.1 The parties shall perform their obligations under this Agreement (including those in relation to the Services) in accordance with:

16.1.1 all Applicable Law regarding health and safety; and

16.1.2 the health and safety policy of the other party whilst at the other party’s premises (to the extent it has been made known by one party to the other party).

16.2 Each Party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at either party’s premises of which it becomes aware and which relate to or arise in connection with the performance of this Agreement. Each party shall adopt any necessary associated safety measures in order to manage any such material health and safety hazards.

17 Each party undertakes to the other that it shall not during the term of this Agreement and for a period of 6 months from the date of termination of this Agreement, solicit or entice away from employment from the other or endeavour to solicit or entice or engage in employment (whether as employee, consultant, contractor or otherwise) any employee or officer of the other (including but not limited to those employees with whom it has had a close working relationship as a result of the performance of the Services).

18.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

19.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

This Agreement 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 England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.