TERMS AND CONDITIONS (COMPRISED OF THREE COMPLEMENTARY SECTIONS)

GENERAL CONDITIONS FOR THE GREENGRADE CERTIFICATION PROGRAMME

1. General

1.1 Unless otherwise agreed in writing, all offers or services and all resulting contractual relationship(s) between GREENGRADE SOLUTIONS LTD, any affiliated companies of GREEN GRADE SOLUTIONS LTD or any of their agents (each “GREENGRADE”) to any person or a company applying for certification programmes (the “Client”) shall be governed by these General Conditions.

1.2 These General Conditions, and, as applicable, the Proposal, the Application, the Codes of Practice and the GREENGRADE General Conditions of Service – Training Services (the “Training Conditions”)constitute the entire agreement (the “Contract”) between the Client and GREENGRADE with respect to the subject matter hereof. In the case of conflict between these General Conditions, the Training Conditions and the Codes of Practice, the Training Conditions shall have priority over these General Conditions and, in turn, these General Conditions shall have priority over the Codes of Practice. Save as otherwise provided no variation to the Contract shall be valid unless it is in writing and signed by or on behalf of the Client and GREENGRADE.

1.3 Where a Certificate is issued to the Client, GREENGRADE will provide the Programmes using reasonable care and skill and in accordance with the Codes of Practice then in force of the relevant Certification Body. A copy of such Codes of Practice, and any amendments to it as may be issued from time to time, will be supplied by the Certification Body to the Client upon commencement of the Programmes.

2. Definitions

  “Accreditation Body” means any organisation (whether public or private) having the authorisation to appoint Certification Bodies;

  “Application“ means the request for services by a Client;

  “Certificate“ means the Certificate issued by a competent Certification Body;

  “Certification Body” means any GREENGRADE company having the authorisation to issue Certificates;

  “Codes of Practice” means those codes of practice issued by a Certification Body in accordance with the relevant certification scheme;

“Programme” means any GreenGrade Certification Programme

 “Proposal” means the outline of programmes to be rendered by GREENGRADE to the Client.

  "Report" announcement issued by GREENGRADE to the Client following an exam or assessment, which indicates whether or not a decision to issue a Certificate has been made.

  “GREENGRADE Certification Mark Terms and Conditions” means the terms and conditions of use of the licensed GREENGRADE Certification Mark.

3. Programmes

3.1 These General Conditions cover the following programmes (“the Programmes”):

(a) e-Learning system certification programme: safety, health and other management system certification in accordance with international or national standards;

(b) Skills and subject area certification programmes.

3.2 On completion of an assessment programme, GREENGRADE will prepare and submit to the Client a Report or a results summary. Any recommendation or decision given in a Report is not binding on the Certification Body and the decision to issue a Certificate is at the sole discretion of the Certification Body.

3.3 Client acknowledges that GREENGRADE, either by entering into the Contract or by providing the Programmes, neither takes the place of Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Client to any third party or that of any third party to Client.

3.4 Certification, suspension, withdrawal or cancellation of a Certificate shall be in accordance with the applicable Codes of Practice.

3.5 GREENGRADE may delegate the performance of all or part of the Programmes to an agent or a subcontractor and Client authorises GREENGRADE to disclose all information necessary for such performance to the agent or subcontractor.

4. Obligations of the Client

4.1 The Client shall ensure that all access, assistance, information, records, documentation and facilities are made available to GREENGRADE when required by GREENGRADE, including the assistance of properly qualified, briefed and authorised personnel of the Client. The Client shall in addition provide GREENGRADE free of charge suitable space for conducting meetings within its premises, as necessary.

4.2 So far as it is permitted by law, the Client acknowledges that, it has not been induced to enter into the Contract in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these General Conditions and, to the extent that it has been it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.  Any conditions or stipulations included in the Client standard form documents which are inconsistent with, or which purport to modify or add to, these General Conditions shall have no effect unless expressly accepted in writing by GREENGRADE.

4.3 The Client shall take all necessary steps to eliminate or remedy any obstacles to or interruptions in the performance of the Programmes.

4.4 In order to allow GREENGRADE to comply with the applicable health and safety legislation the Client shall provide GREENGRADE with all available information regarding known or potential hazards likely to be encountered by GREENGRADE personnel during their visits. GREENGRADE shall take all reasonable steps ensure that whilst on the Client’s premises, its personnel comply with all health and safety regulations of the Client, provided that the Client makes GREENGRADE aware of the same.

4.5 The Client may only reproduce or publish extracts of any report of GREENGRADE if the Client has obtained the prior written authorisation of GREENGRADE. GREENGRADE reserves its rights to lodge a complaint in case of disclosure in breach of this clause or disclosure which GREENGRADE considers in its sole discretion is abusive. The Client shall not publicise details of the way in which GREENGRADE performs, conducts or executes its operations.

4.6 The Client will need to ensure they comply with the system requirements when using UpSkill. GREENGRADE will not be responsible for any issues caused by use of systems or applications that do not conform to below system specifications:

ONLINE/Web access:

Minimum Requirement:

Ram => 256 MB

Processor => Pentium 4

Operating System => Windows XP

Browser => Google Chrome (Version 36 onwards) / Mozilla Firefox (Version 18 onwards)

Monitor Screen Resolution => 1024 X 768

Internet Speed => 256 Kbps.

Recommended Requirement:

Ram => 2 GB

Processor => Core 2 Duo / Core i3

Operating System => Windows 7

Browser => Google Chrome (Version 36)

Monitor Screen Resolution => 1366 X 768

Internet Speed => 512 Kbps.

 

OFFLINE/Mobile App:

Required Minimum Key Features:

OS => 4.0 Ice Cream Sandwich

Display Size => 8” IPS XGA Capacitive Touch

Camera => 5 MP Primary + 2 MP Secondary

Multimedia => MP3, MP4, FM

Data Services => 3G, EDGE,GPRS ,Wifi

Required Minimum Technical Features:

Display Resolution => XGA(1024*768)

CPU => 1.2 GHz Dual Core

GPU => Yes

Internal Memory => RAM 1 GB (User Available RAM 452 MB)

Storage => ROM 4GB(User Available ROM 500 MB), Extended up to 16GB

Battery   => 5200 mAh Li-ion

WLAN => Wi-Fi 802.11

 

5. Fees and Payment

5.1 The fees quoted to the Client cover all stages leading to completion of the learning and/or assessment programme or operations and the submission of a Report. Separate fees are payable by the Client for the on-going maintenance of the Certificate. As fees are based on the charge rate applicable at the time of Registration, GREENGRADE reserves the right to increase charges during the registration period. Clients will be notified of any increase in fees.

5.2 Additional fees shall be charged for operations that are not included in the Proposal and for work required due to non-conformances being identified. These will include, without limitation, costs resulting from:

(a) Repeats of any part, or all, of the assessment programme or operations due to the registration procedures and rules not being met;

(b) Additional work due to suspension, withdrawal and/or reinstatement of a Certificate;

(c) Reassessment due to changes in the process or Programmes; or

(d) Compliance with any subpoena for documents or testimony relating to work performed by GREENGRADE.

5.3 Without prejudice to clause 5.2, additional fees will be payable at GREENGRADE’s charging rates in force from time to time in respect of rush orders, cancellation or rescheduling of Programmes or any partial or full repeats of the assessment programme or operations which are required as set out in the Codes of Practice.

5.4 A copy of GREENGRADE’s prevailing charging rates is available on request from GREENGRADE.

5.5 Unless otherwise stated all fees quoted are exclusive of travelling and subsistence costs (which will be charged to the Client in accordance with the GREENGRADE Travel Expense Policy, which is available on request). All fees and additional charges are exclusive of any applicable Value Added Tax, Sales Tax or similar tax in the country concerned.

5.6 All fees are payable prior to the commencement of the Programmes. Invoices for additional and further work will be issued on completion of the relevant task. In the case of the latter, unless advance payment has been agreed upon, all invoices are payable within thirty (30) days of the date of each invoice (the “Due Date”). Late payment would incur an interest of at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to including the date payment is actually received.

5.7 Any use by the Client of any Report or Certificate or the information contained therein is conditional upon the timely payment of all fees and charges. In addition to the remedies set out in the Codes of Practice, GREENGRADE reserves the right to cease or suspend all work and/or cause the suspension or withdrawal of any Certificate for a Client who fails duly to pay an invoice when due.

5.8 Client shall not be entitled to retain or defer payment of any sums due to GREENGRADE on account of any dispute, counter claim or set off which may allege against GREENGRADE.

5.9 GREENGRADE may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.

5.10 Client shall pay all GREENGRADE’s costs of enforcing any proceedings for recovery of unpaid fees including reasonable legal fees and related costs.

6. Archival Storage

6.1 GREENGRADE shall retain in its archive for the period required by the relevant Accreditation Body or by law in the country of the Certification Body all materials relating to the assessment programme and surveillance programme relating to that Certificate.

6.2 At the end of the archive period, GREENGRADE shall transfer, retain or dispose of the materials at its discretion, unless instructed otherwise by the Client. Fees for carrying out such instructions will be invoiced to the Client.

7. Report and Certificate Ownership and Intellectual Property

Any document including, but not limited to any Report or any Certificate, provided by GREENGRADE and the copyright contained therein shall be and remain the property of GREENGRADE and the Client shall not alter or misrepresent the contents of such documents in any way. The Client shall be entitled to make copies for its internal purposes only. Duplicates of Certificates are available upon request for external communication purposes.

8. Communication

The Client may promote its certification in accordance with the terms set out in the Codes of Practice. Any other use of GREENGRADE’s corporate name or any other registered trademarks for advertising purposes is not permitted without GREENGRADE’s prior written consent.

9. Confidentiality

9.1 As used herein, “Confidential Information” shall mean any oral or written proprietary information that a party may acquire from the other party pursuant to the Contract or information as to the business of the other party provided, however, that Confidential Information shall not include any information which (1) is or hereafter becomes generally known to the public; (2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party; (3) is disclosed to a party by an independent third party with a right to make such disclosure.

9.2 Unless required by law or by a judicial, governmental or other regulatory body, neither party nor their agents or subcontractors shall use the Confidential Information other than for the purpose of the Contract nor disclose the other’s Confidential Information to any person or entity without the prior written approval of the other party except as expressly provided for herein.

10. Duration and Termination

10.1 Unless otherwise agreed, the Contract is set at a fixed term (subject to the termination rights set out in these General Conditions) as noted in the Proposal (the "Initial Term"). On expiry of the Initial Term, the Contract may be renewed by the Client for a further Programme.

10.2 GREENGRADE is entitled, at any time prior to the issue of a Certificate, to terminate the Contract if the Client is in material breach of its obligations and, following receipt of notice of such breach, the Client fails to remedy to the satisfaction of GREENGRADE such breach within 30 days.

10.3 Either Party shall be entitled to terminate immediately the provision of the Programmes in the event of any arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the other Party.

10.4 Unless otherwise agreed in writing, the rights and obligations of the parties defined in clauses 8, 9, 12, 13 and 14 shall apply notwithstanding the completion of the Programmes or termination of the Contract.

10.5 In case the Client transfers its activities to another organisation, the transfer of the Certificate is subject to the Certification Body’s prior written consent. Where such consent is given, the use of the Certificate by such new organisation shall be governed by the Contract.

11. Force Majeure

If GREENGRADE is prevented from performing or completing any Programme or other service for which the Contract has been made by reason of any cause whatsoever outside GREENGRADE’ control, including, but not limited to, acts of god, war, terrorist activity or industrial action; failure to obtain permits licenses or registrations; illness, death or resignation of personnel or failure by Client to comply with any of its obligations under the Contract, the Client will pay to GREENGRADE:

(a) The amount of all abortive expenditures actually made or incurred;

(b) A proportion of the agreed fees equal to the proportion (if any) of the service actually carried out;

And GREENGRADE shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required Programmes.

12. Limitation of Liability and Indemnity

12.1 GREENGRADE undertakes to exercise due care and skill in the performance of the Programmes and accepts responsibility only in cases of proven negligence.

12.2 Nothing in these General Conditions shall exclude or limit GREENGRADE' liability to the Client for death or personal injury or for fraud or any other matter resulting from GREENGRADE' negligence for which it would be illegal to exclude or limit its liability.

12.3 Subject to clause 12.2, the total liability of GREENGRADE to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to GREENGRADE under the Contract (excluding Value Added Tax thereon).

12.4 Subject to clause 12.2, GREENGRADE shall have no liability to the Client for claim for loss, damage or expense unless legal proceedings are commenced within one year after the date of the performance by GREENGRADE of the Programme or service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.

12.5 Subject to clause 12.2, GREENGRADE shall not be liable to the Client nor to any third party:

(a) For any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports or the Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to GREENGRADE;

(b) For loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party that may be suffered by the Client; and

(c) Any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified in (b) above).

12.6 Except for cases of proven negligence or fraud by GREENGRADE, the Client further agrees to hold harmless and indemnify GREENGRADE and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance, of the Programmes or (ii) out of or in connection with the Client's product, process or service the subject of the certification (including, without limitation, product liability claims).

12.7 Each party shall take out adequate insurance to cover its liabilities under the Contract.

12.8 GREENGRADE will not be held liable or responsible for any issues relating to the Client’s user experience as a result of not conforming to the use of system specifications as outlined in Clause 4.6.

13. Miscellaneous

13.1 If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.2 Except as expressly provided for herein, the Client may not assign or transfer any of its rights hereunder without GREENGRADE’ prior written consent.

13.3 Neither party shall assign the Contract without the prior written consent of the other Party such consent shall not be unreasonably withheld. Any assignment shall not relieve the assignor from any liability or obligation under the Contract.

13.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these General Conditions or the Contract.

13.5 A Party giving notice under these General Conditions must do so in writing with such notice being hand delivered or sent by prepaid, first class post or facsimile to the address for the other Party as set out in the Application. A notice will be deemed received by the other Party:

(a) If hand delivered, on the date of delivery;

(b) If sent by first class post, three days after the date of posting;

(c) If sent by facsimile, the time indicated on the sending Party's facsimile transmission confirmation message.

13.6 The Parties acknowledge that GREENGRADE provides the Programmes to the Client as an independent contractor and that the Contract does not create any partnership, agency, employment or fiduciary relationship between GREENGRADE and the Client.

13.7 Any failure by GREENGRADE to require the Client to perform any of its obligations under these General Conditions or the Contract shall not constitute a waiver of its right to require performance of that or any other obligation.

14. Disputes

Unless specifically agreed otherwise, all disputes arising out or in connection with these General Conditions or the Contract shall be governed by the laws of England and the Parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

 

 

CODE OF PRACTICE FOR THE GREENGRADE CERTIFICATION

1. Introduction

These Codes of Practice have been structured in order to regulate and harmonise the terms and conditions that are applicable to the certification process that is currently performed by Green Grade Solutions Ltd (the “Certification Body”). These Codes apply also to certification outside accredited schemes.

2. Scope

The Certification Body provides Programmes to persons, firms or companies (each a “Client”). The Certification Body may provide its Programmes directly through online website or mobile apps or, in its absolute discretion, through (a) its own employees, (b) any GREENGRADE affiliated company or (c) any other person or organisation, as may be entrusted by the Certification Body. Where part of the work is subcontracted to others, the Certification Body retains full responsibility for granting, maintaining, extending, reducing, suspending or withdrawing certification and for ensuring that properly documented agreements are in place.

The Certification Body will notify its clients of any changes to the requirements for certification within a reasonable timeframe.

3. Confidentiality

The Certification Body maintains confidentiality at all levels of its organisation concerning information obtained in the course of its business. No information will be disclosed to any third party unless in response to legal process or required by an accreditation body as part of the accreditation process. The client's name, location, scope of certification and contact numbers may be entered into relevant directories. GREENGRADE maintains its own directory of certified clients which is publicly available via the GREENGRADE web site. This will show the status of any suspended, cancelled or withdrawn certificates.

4. Organisational Structure

A copy of the organisation chart of the Certification Body, showing the responsibility and reporting structure of the organisation, and documentation identifying the legal status of the Certification Body are available on request.

5. Application for certification

The Certification Body’s website outlines the scope and costs of all the services provided. On receipt of a completed form of enquiry or a registration form together with any due payments, the Client is provided with access to the courses, either through a password and/or activation code, as appropriate. The learning process is conducted in an automated manner through a proprietary software package, in accordance with the procedures of the Certification Body.

6. Client’s Obligations

In order to obtain and retain certification, the Client shall comply with the following procedures and rules:

(a) the Client shall make available to the Certification Body all documents and other information required by the Certification Body to complete the assessment programme and shall appoint a designated person who is authorised to maintain contact with the Certification Body;

(b) the Certification Body, if not satisfied that all certification requirements are met, shall inform the Client of those aspects in which the application or certification has failed;

(c) when the Client can show that remedial action has been taken by it, within the time limit specified by the Certification Body, to meet all the requirements, the Certification Body will reconsider its decision, at additional cost to the Client if applicable;

(d) if the Client fails to take acceptable remedial action within the specified time limit it may be necessary for the Certification Body to render its decision regarding a Certification Issuance final or in case  of a failed assessment, to require the Client to retake an assessment or to repeat the assessment in full in each case at additional cost.

7. Issuance of Certificate

When the Certification Body is satisfied that the Client meets all the certification requirements, it will inform the Client and issue a Certificate. The Certificate shall remain the property of the Certification Body and may only be copied or reproduced for the benefit of a third party if the word “copy” is marked thereon.

The Certificate will remain valid until its expiry, unless surveillance reveals that the holder of the Certificate no longer follows the Certificate maintenance requirements, as stipulated on the website.

The Company reserves the right to decide, on a case by case basis, at its sole discretion and after taking into account various local requirements, that the issuance of the Certificate will be conditioned to the full payment of the Company’s fees and costs in connection with the said Certificate or any prior services performed for the Client.

8. Certification Marks

Upon issuance of a Certificate, the Certification Body may also authorise the Client to use a designated certification mark. A Client’s right to use any such mark is contingent on maintaining a valid Certificate in respect of the certified personnel and compliance with the Regulations governing the use of the mark issued by the Certification Body. A Client who has been authorised to use the mark of an accrediting body must also comply with the rules governing the mark of such body. Improper use of such a mark is non-conformity with certification requirements and could result in suspension of certification.

9. Surveillance and usage integrity checks

Periodic surveillances shall be carried out by the Certification Body with respect to the Programme use and behaviour by the Client. In case of further clarification, the Client shall provide additional information whenever deemed necessary and the Certification Body shall reserve the right to make unannounced integrity checks as required.

The Client shall be informed of the results of each surveillance and/or integrity check.

10. Recertification

Clients wishing to revalidate Certificates approaching the end of their cycles shall apply under the procedure set forth in Clause 5. Clients are generally informed of the requirement for recertification by the Certification Body towards the end of each cycle, but sole responsibility for timely filing the recertification application shall be with the Client.

11. Extension of Certification

In order to extend the scope of a Certificate to cover additional staff members or sites, Client shall complete a new registration form per additional staff member or site. The application procedure outlined in Clause 5 will be followed and an assessment process will be carried out, subject to fees payable as per the Proposal.

Following a successful exams or assessments, additional Certificate(s) will be issued covering those aspects covered by the extended Scope.

12. Publicity by Client

In compliance with the applicable Regulations governing the relevant mark(s), a Client may render public that its staff and/or sites have been certified and may print the relevant certification mark on stationery and publicity materials relating to the scope of certification.

In any case, the Client shall ensure that its announcements and advertising material do not create confusion or could otherwise mislead third parties about certified and non-certified staff members or sites.

13. Misuse of Certificate and Certification Mark

The Certification Body shall take suitable action, at the expense of the Client, to deal with incorrect or misleading references to certification or use of Certificates and certification marks. These include suspension or withdrawal of Certificate, legal action and/or publication of the transgression.

14. Suspension of Certificate

A Certificate may be suspended by the Certification Body for a limited or unlimited period in cases such as the following:

(a) attempt to disrupt, break into and/or to defraud the e-learning system; or

(b) if a case of misuse as described in Clause 13 is not corrected by suitable retractions or other appropriate remedial measures by the Client; or

(c) if there has been any contravention of the Proposal, Application for Registration, General Conditions for the GreenGrade Certification Programme, these Codes of Practice or the Regulations governing the use of the certification mark; or

(d) if information provided during registration by the Client is deemed misleading  by the Certification Body.

(e) if payment has been cancelled and/or not received after commencement of a Programme by the Client.

The Client shall not identify itself as certified and shall not use any certification mark in its publications or public material under a suspended Certificate.

The Certification Body will confirm in writing to the Client the suspension of a Certificate. At the same time, the Certification Body shall indicate under which conditions the suspension will be removed. At the end of the suspension period, an investigation will be carried out to determine whether the indicated conditions for reinstating the Certificate have been fulfilled. On fulfilment of these conditions the suspension shall be lifted and the Client notified of the Certificate reinstatement. If the conditions are not fulfilled the Certificate shall be withdrawn.

All costs incurred by the Certification Body in suspending and reinstating a Certificate will be charged to the Client.

15. Withdrawal of Certificate

A Certificate may be withdrawn if (i) the Client takes inadequate measures in case of suspension; or (ii) the Certification Body terminates its contract with the Client. In any of these cases, the Certification Body has the right to withdraw the Certificate by informing the Client in writing.

The Client may give notice of appeal (see Clause 18).

In cases of withdrawal, no reimbursement of assessment fees shall be given and withdrawal of the Certificate shall be published by the Certification Body and notified to the appropriate accreditation body, if any.

16. Cancellation of Certificate

A Certificate will be cancelled if (i) the Client advises the Certification Body in writing that it does not wish to renew the Certificate or goes out of business, (ii) the Client does not timely commence application for renewal.

In cases of cancellation no reimbursement of Programme or assessment fees shall be given and notified to the appropriate accreditation body, if any.

17. Recognition of Accredited Organisations

The Certification Body, in its absolute discretion, generally recognises the certificates issued by other accredited organisations where this does not compromise the integrity of a system or product certification scheme.

18. Appeals

The Client has the right to appeal any of the decisions made by the Certification Body.

Notification of the intention to appeal must be made in writing and received by the Certification Body within seven days of receipt of a decision by the Certification Body. All submissions must be sent to: upskill.support@greengrade.co.uk or in writing to:

Green Grade Solutions Ltd

Attention: UpSkill Programme Manager

Address:

CAN Mezzanine
49-51 East Road
London N1 6AH, UK

Noting the Client’s order number or the payment invoice reference number.

An Appeals Form will be sent to the Client for completion and must be returned to the Certification Body within 14 days of receipt, supported by relevant facts and data for consideration during the Appeals Procedure.

All appeals are forwarded to the Certification Body and are put before the appeal’s committee. The Certification Body shall be required to submit evidence to support its decision. Any decision of the Certification Body shall remain in force until the outcome of the appeal.

The decision of the appeal’s committee shall be final and binding on both the Client and the Certification Body. Once the decision regarding an appeal has been made, no counter-claim by either party in dispute can be made to amend or change this decision.

In instances where the appeal has been successful no claim can be made against the Certification Body for reimbursement of costs or any other losses incurred.

19. Complaints

If anybody has cause to complain to the Certification Body, the complaint shall be made in writing, without delay, and addressed to the Certification Manager of the Certification Body. If the complaint is made against the Certification Manager, the letter of complaint shall be addressed to the Managing Director of the Certification Body.

The complaint shall be acknowledged in writing following receipt. The complaint will then be independently investigated by the certification body and closed on satisfactory conclusion of the investigation. Following closure the complainant will be informed that the investigation has reached its conclusion.

Should the Client remains unsatisfied with the outcome of the investigation, and wishes to purse matters further, the Client has the right to notify the Learning and Performance Institute (the “Institute”) of the outstanding complaint. A form to register a complaint, together with guidance on the Complaints Procedure, will be made available by the Institute on request.

Complaints by a Client shall be made directly to the Institute and must generally be made within 30 days pursuant the Certification Body’s final reply to the Client regarding their complaint following its investigation. Only complaints submitted by the affected Client and concerning their direct experience with the Certification Body will be reviewed within this complaints process.

After review the Institute will provide a ruling, copied to both parties, and whatever the outcome, being that the complaint is either upheld or not upheld, both parties shall be bound by the Institute’s decision on the matter, subject to the appeal process.

This procedure is administered in conjunction with the Institute’s Code of Practice for Learning Providers.

The Learning and Performance Institute contact details are as follows:

Learning and Performance Institute

Westwood House

Westwood Business Park

Coventry CV4 8HS

Tel: 0845 006 8858

 

Email: info@learningandperformanceinstitute.com

Web: www.learningandperformanceinstitute.com

 

GENERAL NOTE:

THE CERTIFICATION BODY RESERVES THE RIGHT TO ADD TO, DELETE OR CHANGE THESE CODES OF PRACTICE WITHOUT PRIOR NOTIFICATION.

UNLESS OTHERWISE EXPLICITLY AGREED IN WRITING, ALL SERVICES ARE PERFORMED ACCORDING TO THE GENERAL CONDITIONS FOR THE GREENGRADE CERTIFICATION PROGRAMME. IN CASE OF CONFLICT WITH ANY OTHER PROVISION, THE LATTER SHALL PREVAIL.

 

GENERAL CONDITIONS OF SERVICE – TRAINING SERVICES


1. General

(a) Unless otherwise agreed in writing or except where they are at variance with the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between Green Grade Solutions Ltd or any of its agents (each a “Company”) and Client (the “Contractual Relationship(s)”) shall be governed by these general conditions of service (hereinafter the “General Conditions”).

(b) The Company may perform services for persons or entities (private, public or governmental) issuing instructions (hereinafter, the “Client”).

(c) To the extent that the Company provides Certification Services in addition to the Training Services, such services shall be governed by these General Conditions, the General Conditions for the GreenGrade Certification Programme (the “Certification Terms and Conditions”) and the Codes of Practice for the GreenGrade Certification (the “Code of Practice”). To the extent of any inconsistency between these General Conditions, the Certification Terms and Conditions and the Codes of Practice, these General Conditions shall prevail.

2. Definitions

“Course Fee” the fee charged by the Company for the Training Course;

“Course Commencement Date” the date that the Training Course is due to commence;

“Participant/User” the party or parties named as attendees on the course enrolment form;

“Services” provision of the Training Course and any other Services which the Company agrees to provide from time to time;

“Tablet” such portable computer hardware as the Company may, from time to time, provide to the Client for the provision of the Training Course, which shall be pre-installed on the Tablet;

“Training Course” the training course operated by the Company;

Working Days” all days other than Saturdays, Sundays and bank holidays.

3. Provision of Services/Licence of Training Course

(a) The Company will provide the Services using reasonable care and skill but does not warrant that use of or access to the Training Course or operation of the Tablets will be uninterrupted or error free. In particular, the Client acknowledges and accepts that access to and use of the Training Course and the Services may be adversely affected by hardware performance issues (whether of the Tablets or otherwise), loss of connectivity or power cuts which could cause loss data or information and that the Company shall not be liable for any loss occasioned to the Client or the Users/Participants arising therefrom.

(b) The Company may delegate the performance of all or part of the Services to an agent or subcontractor and Client authorises Company to disclose all information necessary for such performance to the agent or subcontractor.

(c) The Company constantly strives to improve the content of the Training Course and therefore reserves the right to modify the specification and format of the Training Course without notice to the Client.

(d) In consideration of payment of the Course Fees and other obligations of the Client undertaken hereunder, the Company shall grant to the Client a non-exclusive, royalty free licence to use the Training Course and to make available the content of the Training Course to its Participants/Users whether online or by use of a Tablet.

(e) The Client (and each User/Participant) authorises the Company to record and monitor use of the Training Courses by the Participant's/User's (including by way of photography or recording a Participants/Users image or identity), collect, store analyse and aggregate, whether for research and commercial purposes, personal data of the Users/Participants provided during the Training Course and the Client shall obtain all requisite consents, licences, releases or waivers required for the Company to be able to use or store such images or identities and shall indemnify the Company against all damages, losses and expenses arising as a result of any action or claim that may arise from a breach by the Client of its obligations under this clause 3(e).

(f) The Company may, in its sole discretion, provide the Client with Tablets for the sole purpose of the provision of the Training Course.  Title to the Tablets shall (as between the Company and the Client) remain vested in the Company, although risk in and responsibility for the Tablets shall pass to the Client upon receipt by the Client of the Tablets.  The Client shall indemnify the Company against all damages, losses and expenses arising as a result of any damage to or loss of the Tablets (fair wear and tear excepted).  The Company may, in its sole discretion, require the Client to pay a deposit of up to the replacement value of each Tablet which may be retained by the Company (in whole or in part) in the event of loss or damage to the Tablets.

(g) These General Conditions set out the full extent of the Company's obligations and liabilities in respect of the supply of the Services and provision of the Training Courses.  All conditions, warranties and other terms concerning the Services or the Training Courses which might otherwise be implied are hereby expressly excluded.

4. Obligations of Client

(a) The Client accepts that it is its responsibility to ensure that the Training Course is suitable and appropriate for the Participant/User, and that the Participant/User has the necessary level of competence to achieve the course objectives.

(b) All Participants/Users shall be required to comply with any site rules and regulations operating at the course location.

(c) For the Training Course, the Client must only use equipment that meets the following system specifications as outlined below:

ONLINE

** Minimum Requirements **

Ram => 256 MB

Processor => Pentium 4

Operating System => Windows XP

Browser => Google Chrome (Version 36) / Mozilla Firefox (Version 18)

Monitor Screen Resolution => 1024 X 768

Internet Speed => 256 Kbps.

** Recommended Requirement **

Ram => 2 GB

Processor => Core 2 Duo / Core i3

Operating System => Windows 7

Browser => Google Chrome (Version 36)

Monitor Screen Resolution => 1366 X 768

Internet Speed => 512 Kbps.

OFFLINE

** Required Minimum Key Features **          

OS => 4.0 Ice Cream Sandwich

Display Size => 8” IPS XGA Capacitive Touch

Camera => 5 MP Primary + 2 MP Secondary

Multimedia => MP3, MP4, FM

Data Services => 3G, EDGE,GPRS ,Wifi

 

** Required Minimum Technical Features **

Display Resolution => XGA(1024*768)

CPU => 1.2 GHz Dual Core

GPU => Yes

Internal Memory => RAM 1 GB (User Available RAM 452 MB)

Storage => ROM 4GB(User Available ROM 500 MB), Extended up to 16GB

Battery   => 5200 mAh Li-ion

WLAN => Wi-Fi 802.11

 

5. Fees and Payment

(a) Fees not established between the Company and Client at the time the course booking is made shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by Client.

(b) For Clients located in the United Kingdom, the Company shall issue an invoice at the time of issuing the Participant/User’s joining instructions. Joining instructions are issued 15 Working Days before the Course Commencement Date. Client will promptly pay not later than 30 days from the relevant invoice date or within such other period as may be specified by the Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other rate as may be specified in the invoice) from the Due Date up to and including the date payment is actually received.

(c) For Clients located outside the United Kingdom, the Company will issue a pro-forma invoice. Payment of the invoice must be received by the Company in cleared funds at least 7 days prior to the Course Commencement Date (the “Advance Payment Date”). If the Client fails to make payment

by the Advance Payment Date, the Client's Participants/Users will not be permitted to attend the training course.

6. Cancellation/Postponement/Substitution

(a) The Client shall be entitled to a refund of the Course Fee only where written notice of cancellation is received by the Company at least 15 Working Days prior to the Course Commencement Date. Where any cancellation is received by the Company within 15 Working Days of the Course Commencement Date, the full Course Fee shall be payable.

(b) If the Client wishes to postpone a booking and provides the Company with written notice at least 15 days prior to the Course Commencement Date, the Company shall transfer the Client onto the next available course free of charge. If notice is received within 15 days of the Course Commencement Date, the full Course Fee shall be payable or, alternatively, the Company will transfer the Client onto the next available course, subject to payment by the Client of a transfer fee of 25% of the Course Fee for the substitute course (the “Transfer Fee”) which shall be chargeable in addition to the Course Fee. The Company shall issue an invoice for the Transfer Fee 15 days prior to the Course Commencement Date of the substitute course.

(c) Participant/User substitution may be made prior to the Course Commencement Date without penalty provided that the Client gives the Company written notice. It is the Client’s responsibility to ensure that the Training Course is suitable for the substitute Participant/User.

(d) It may be necessary for the Company to cancel a Training Course due to insufficient numbers of

Participants or for other reasons outside the company’s reasonable control. The Company shall not be liable for such cancellation. The Company shall endeavour to provide the Client with as much notice as possible of a cancellation. The Company will book the Client onto the next available training course. If the re-scheduled date is not convenient for the Client, the Client shall be entitled to a full refund of the Course Fee.

 

7. Suspension or Termination of Services

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

 

 (a) failure by the Client to comply with any of its obligations hereunder where such failure is not remedied within 10 days of service of notice of such failure being notified to Client; or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Client.

8. Liability and Indemnification

(a) Limitation of Liability:

(1) The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company’s control including failure by Client to comply with any of its obligations hereunder, including but not limited to the requirements outlined in clause 4(c).

(2) The Company’s total liability under these General Conditions, in respect of the Training Course or the Services and in relation to anything which the Company has done or not done in connection therewith (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to a total aggregate sum equal the amount of the fee paid for the Training Course.

(3) Neither party’s liability:

(a) for death or personal injury caused by its negligence or the negligence of its employees or agents;

(b) for fraud (including fraudulent misrepresentation);

(c) to pay sums properly due and owing to the other in the course of normal performance of this Agreement;

(d) in respect of any liability which by applicable law may not be excluded or limited by contract;

is excluded or limited by these General Conditions, even if any other term of these General Conditions would otherwise suggest that this might be the case.

(4) Subject to clause 8(a)(3), neither party shall be liable under or in relation to these General

Conditions or their subject matter (whether such

liability arises due to negligence, breach of contract, misrepresentation, under any indemnity or for any other reason) for any: (a) loss of profits; (b) loss of sales; (c) loss of turnover; (d) loss of or damage to business; (e) loss of or damage to reputation; (f) loss of contracts; (g) loss of customers; (h) wasted management or other staff time; (i) losses or liabilities under or in relation to any other contract; or (j) indirect, special or consequential loss or damage; and for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.

(5) In the event of any claim, Client must give written notice to the Company within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless proceedings are issued within one year from:

(i) the date of performance by the Company of the Service which gives rise to the claim; or

(ii) the date when the Service should have been completed in the event of any alleged non-performance.

(6) the Company shall not be held liable or responsible for any issues, consequences of loss  relating to the Client’s user experience as a result of not conforming to the use of system specifications as outlined in Clause 4(c).

 

9. Intellectual Property

The intellectual property rights (to include, without limitation, the copyright) in the materials used and/or provided by the Company in connection with the Training Course (the “Materials”) shall be and remain the property of the Company or any third party provider. The Client may not (and shall procure that the Participants/Users shall not) reproduce, reverse engineer or copy any of the materials incorporated within the Training Course (including but not limited to any content of the Training Course or the underlying software) without the prior written consent of the Company or the copyright owner.  The Client shall indemnify the Company against all damages, losses and expenses arising as a result of a breach by the Client and/or its Participants/Users of this clause 9.

10. Miscellaneous

(a) If any one or more provisions of these General

Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) During the course of providing the services and for a period of one year thereafter Client shall not directly or indirectly entice, encourage or make any offer to Company’s employees to leave their employment with the Company.

(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorisation.

11. Governing Law, Jurisdiction and Dispute Resolution

11.1 This Agreement will be governed by, and interpreted in accordance with, the laws of England and Wales.

11.2 The Parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.