CENTRE AGREEMENT

1. Interpretation

The definitions given in Appendix 1 apply to this Agreement. If there is any uncertainty or inconsistency in the interpretation of any words or phrases in this Agreement, the Appendices, or any Relevant Procedures of LeadQual UK's Management system, the terms of this Agreement shall prevail. Wherever appropriate, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular.

2. Scope of Agreement

a- As an Approved Centre, you shall deliver Qualifications in accordance with this Agreement and any other documentation that is made available through any means of communication e.g., Email, post, or website

b- You shall pay for the services you intend to receive. The payment will need to be made in advance.

3. Date of Agreement and Duration

This Agreement commences, subject to the approval by us, on the Commencement Date and will continue until ended by either party in accordance with the terms of this Agreement.

4. Compliance with Regulatory Bodies' requirements and our Mandatory Documentation

You shall:

a. Ensure you are familiar with and understand the requirements of the relevant Regulatory Body that regulates us (available upon request);

b. Take all reasonable steps to ensure that we are able to comply with any Regulatory Conditions as part of our agreement with your centre;

c. Ensure no act or omission by you or your Personnel puts or may put us in breach of any Regulatory Conditions or bring us into disrepute. If this occurs, you shall take timely corrective measures and inform us in a timely manner.

d. Ensure you and your Personnel understand your duties as approved centre in connection with this agreement

e. Comply with the instructions and guidelines specific to each Qualification you offer as being our Approved Centre.

5. Charges

You shall be invoiced and pay the applicable Charges in advance. The fee for various qualifications and related services is available on our website. The fee is subject to review and may be revised on an annual basis.

6. Provision of Information and Reporting

You shall:

a. Provide us the required information related to the products you deliver as an Approved Centre to us.

b. Provide the relevant regulatory body with any information they wish to get as part of their regulatory role.

c. Provide full assistance and cooperation to us and/or any Regulatory Body if any investigation is being undertaken relating to you and keep us fully informed about the progress of such investigation (Unless the regulatory body advises otherwise);

d. Report to us any information which is likely to be relevant to us for the purposes of performing our functions;

e. Immediately inform us in writing if you are, or if you have cause to believe that you are likely to be, subject to:

i. Change of ownership or governance structure.

ii. any Insolvency /bankruptcy Event.

f. Ensure that all information provided to us is accurate and complete.

7. Risk Management

You shall have a comprehensive Risk Management Procedure in place and must identify the risks in a timely manner and ensure suitable corrective actions are taken to eliminate or mitigate their impact. If you believe there are certain risks (related to the delivery of our products) that cannot be eliminated/ minimized, then you must inform us about the likely consequences and nature of foreseeable risks in a timely manner.

8. Conflicts of Interest

You shall take all reasonable steps to avoid any conflict of interest which relates to you. If the conflict of interest cannot be avoided, you shall provide us with the details (in writing) of any potential event and how you will manage the conflict of interest. Where a conflict of interest already happened and you failed to report to us earlier, inform us as soon as you come to know about a past event of the conflict of interest. You and your staff must sign a declaration that you will report all conflicts of interest. Such declarations must be provided to us as and when demanded by us.

9. Resources Management

a. You shall

i. Manage your business and services with reasonable professional due diligence while keeping the required skill levels and shall ensure that no act or omission by you should ever at any time render us non-compliant with Regulatory Conditions or render you unsuitable to deliver any of our Qualifications;

ii. Effectively use a Quality Management system to manage and improve your process by keeping suitable records;

iii. Ensure that you maintain and improve the necessary skill requirements for the purpose of the delivery of products as per the requirements set out for each qualification delivery;

iv. Ensure that you keep the appropriate number of competent staff to enable you for effective and efficient delivery of the services for the products you offer through us.

v. ensure that you have all the required resources, to conduct the efficient delivery of approved products till the time all the registered learners complete their qualifications.

b. You cannot sub-contract the Qualification Delivery (in full or any part of it) to any 3rd party individual/organization. This includes marketing/sales/ registrations/ tutoring and/or assessments and/or Quality Assurance etc.

10. Registration of Learners

You shall:

a. Ensure that each Learner is registered with us within the stipulated time i.e., 30 Calendar days after the learner/s are registered with your centre.

b. Comply with our policies and processes in relation to the registration of learners as mentioned in our specific documents against each qualification.

11. Quality Assurance and Assessment

You shall:

a. Carry out the assessments as per the given procedure for each such qualification

b. Carryout the Internal Quality Assurance as mentioned in relevant Assessment documents and keep the records for the QA activities for a minimum of 3 years or as specifically mentioned for each qualification;

c. Allow and assist us to conduct EQA visits or any other monitoring activities that we see pertinent.

d. Eliminate the risk of malpractices and maladministration by taking appropriate risk assessments and suitable control measures.

e. Ensure that the assessment conditions (as defined and mentioned in relevant assessment documents) are ensured.

12. Reasonable Adjustments and Special Considerations

You shall;

a. Communicate to the learners about their right to apply for reasonable adjustments in assessments and entertain their applications for reasonable adjustments if they are eligible as per the requirements of our Reasonable Adjustment and Special Consideration procedure.

b. Request us the requirements for any reasonable adjustments/ special considerations on behalf of the learners.

c. Let us know in advance and get our approval if you are making any arrangements for reasonable adjustments/ special considerations for the assessments.

d. Understand and comply with the requirements that have been established in our procedure relating to Reasonable Adjustments and Special Considerations.

13. Retention of Records, Access to Records, People, and Premises

a. You shall keep the records for the learners' registration, training, assessments, Internal Quality Assurance, complaints, reasonable adjustment, special consideration applications, Malpractice/maladministration, and risk assessments for a minimum of 3 calendar years.

b. You shall give us or the regulatory body access to your premises, your personnel, and the learners if there is any need in order to conduct an inquiry or investigation related to the products you offer as our Approved Centre of LeadQual UK.

14. Legal Obligations

a. You must comply with relevant regulations and laws while carrying out the delivery of our qualifications. You must stop the delivery of our qualifications if you believe you may be non-compliant due to any reason and inform us at the earliest.

b. In particular, you shall ensure that you comply with the requirements of, equalities, competition, data protection, and health and safety legislations.

15. Enquiries, Complaints, and Appeals

You shall:

a. have a documented complaint handling process and an appeal process that Learners can use.

b. You shall ensure that this process is effectively implemented.

c. Inform the learners that they can contact LeadQual UK if they are not satisfied with the outcome of the complaint, they made to you.

d. Inform the learners about their right to make complaints, apply for remarking, and apply for the appeal. You shall also inform them about the fee (where applicable).

16. Maladministration and Malpractice

a. You shall comply with our Maladministration and Malpractice Policy and relevant procedures and ensure all relevant Personnel fully understand and comply with it.

b. You shall inform all learners "what constitutes malpractice and maladministration" and let them know the possible consequences as mentioned in our procedure regarding Malpractice and maladministration.

c. You shall take all reasonable steps to prevent any maladministration or malpractice in the delivery of our Products including any practice which may bring us into disrepute.

d. You shall cooperate with us when we shall conduct an inquiry to establish facts.

e. We shall enforce any sanction as necessary where actual or potential maladministration or malpractice is suspected or identified. This may result in the termination of this agreement without any notice. In the event of the termination of this agreement, Clause 18 and Clause 19 shall be applicable.

17. Sanctions

a. You acknowledge and agree that with immediate effect we may suspend your approval status and that you will be obliged to comply with any instruction from us which may include a prohibition on delivery of any or all qualifications you have been earlier approved to offer.

b. You agree that you will try to protect the interests of learners and follow our instructions and guidelines if any sanctions are imposed on you

18. Management of the Withdrawal of Products

a. Withdrawal from delivery of a Qualification applies where:

i. You surrender your approval as "Approved Centre" by terminating the agreement; or

ii. You decide not to deliver a specific Qualification; or

iii. We withdraw your centre approval pursuant to clause 20 (Termination); or

iv. We withdraw your approval for a specific Qualification as a sanction on you; or

v. We withdraw a qualification from our offer

b. Where any of the clauses in 18a apply, you shall:

i. Co-operate with us in the smooth withdrawal of a product and follow our instructions which we will communicate at that time;

ii. Take all reasonable steps to protect the interests of Learners without making this an excuse for non-cooperation related to withdrawal;

iii. Work with us (if we require you) to protect the interests of learners e.g., in the production of a written withdrawal plan;

iv. Provide clear, complete, and accurate information about the withdrawal plan to Learners and other stakeholders;

c. Where you prefer to withdraw from the delivery of a qualification, you shall:

i. Timely inform us about your plan to withdraw from a qualification's delivery.

ii. Ensure there are no registered learners who haven't yet completed the qualification

iii. Arrange for the 2 assessments and Internal Quality Assurance for all the registered learners after you inform us about your plan to withdraw.

iv. Meet any unreasonable financial burden incurred by affected learners caused by the withdrawal

19. Interests of the Learners

We will take all reasonable steps to ensure the interests of the Learner are not compromised if you decide to withdraw from the delivery of a qualification. Our decision related to actions in safeguarding the learners' interest will be final and you shall comply with the requirements.

20. Termination

a. Either party can terminate this agreement on their wish, without the need to give any reason for the termination of the contract. A one (1) month prior notice will however need to be served by the party terminating this agreement to the other party.

b. We, in addition, can also terminate this Agreement immediately:

i. For breach of any clause of this Agreement by you;

ii. Clause 18 and 19 will apply whenever the Termination will occur pursuant to Clause 20a and/or 20b.

c. Termination of this Agreement does not affect:

i. The rights or liabilities of both parties before termination occurred; and

ii. Clause 26 (Limitation of Liability); shall continue to apply after the termination of this Agreement.

d. In case of Termination of this agreement by either party, all outstanding charges you owe to us will need to be immediately paid within 7 calendar days from the date the termination notice is sent.

e. The fee you earlier paid for the centre or specific qualifications approval will not be refunded.

f. You shall immediately cease to market /sell any of our qualifications.

g. You shall return all the materials that were either provided by us or you held them in connection with our agreement i.e., any of our copyright materials. Where you hold these materials in soft copies (Computers. Laptops etc.) in digital format, you shall permanently delete those items and will never recover/use them. This, however, doesn't apply to the Learners' records and/or any other data that can be useful in the malpractice/maladministration investigation for which we shall instruct you accordingly and you agree to comply when such instructions are given.

21. Intellectual Property Rights and Ownership

a. You will not acquire or claim to acquire the intellectual property of associated goodwill that we own. We shall, at all times, remain the sole owner of the intellectual property and the associated goodwill.

b. You shall immediately inform us if there are any infringements/ potential infringements or some issues relating to our Intellectual Property.

22. Representations and Branding

a. You will ensure that neither you nor any person connected to you directly or indirectly markets in a manner that may mislead the users.

b. You will only use our name and logo and any other intellectual property in connection with the delivery of our qualifications for which you have got formal approval from us.

23. Data Protection and Privacy

a. You acknowledge and accept how we will treat your data as set out in our relevant procedure.

b. You will notify the learners and will take their consent to ensure they are aware of how their personal data will be used when you share their data with us.

24. Confidentiality

a. You shall:

i. Ensure that you or any of your staff/ associated persons do not disclose any confidential information to any non-concerning individual/ organization;

ii. Be liable for any damages due to the unauthorized use of confidential information by you and/or your Personnel.

b. Clause 24a will continue to be applicable even after the termination of the agreement.

25. Assignment

a. We may assign or transfer to a 3rd party, our obligations or benefits in any manner

b. You will need prior written permission from us if you wish to transfer any benefits or obligations to a 3rd party and we may or may not entertain your request. We shall not be bound to provide any reasons for our decision. Our decision in this case will be final.

26. Limitation of Liability

a. We shall have no liability to you, whatsoever, in connection with this Agreement for:

i. loss of profits;

ii. loss of sales or business;

iii. loss of or damage to goodwill or reputation;

iv. any ex-gratia payments; or

v. loss of anticipated savings;

vi. loss of use or corruption of data or information;

vii. any special, indirect, consequential, or pure economic loss.

b. For any single or sum of claims, the liability cap is limited to the 1 calendar month (subsequent to the event which reportedly caused any loss) payment you made to us for the services we provided as part of this agreement. You will however need to prove your claim/s in the English Court.

27. Force Majeure

a. In the event of a Force Majeure (when there is an event outside of our reasonable control), we shall promptly notify you of the occurrence and our incapacity to perform as a result of the event including the time frame.

b. In case, we are unable to resume within 6 months, we may terminate this agreement without any liability by you for ending this agreement.

28. Variation

a. We may amend this agreement in whole or in part anytime in the future. We shall however provide you a 30-calendar day advance notice to comply with amended requirements. If you wish not to sign the revised agreement, the agreement will be terminated as per the requirements of the existing agreement.

b. We also reserve the right to amend our management system procedure/s which may be applicable to you, at any time without giving notice to you. The most recent versions of the relevant procedure will be made available on our website, through the centre management portal, or by any other means, we may deem appropriate.

29. Notices

a. Either party can contact each other through given Email IDs or tracked post

b. Notices shall be sent to each party's respective email address or registered office address. Any notice shall be deemed to have been served:

iii. if by email, at the time of delivery;

iv. if by recorded delivery, on being signed for,

c. Notice shall be proven if either party can show that it was delivered by email or has proof of postage with a tracked courier service.

d. This clause will not apply in the case of official court documents.

30. No Partnership or Agency

a. You acknowledge and accept that this agreement is not a partnership agreement and you will not represent yourself as our partner.

b. You or any of your personnel will not act on our behalf

31. Warranty

Both parties acknowledge and agree that they have the authority to sign this Agreement.

32. Waiver

a. Any failure/omission by us to enforce our rights under the Agreement shall not affect our other rights under the Agreement and it shall not affect our ability to exercise any rights in the future.

b. If any part of this Agreement is deemed to be invalid or unenforceable, that part shall be deleted, and the remainder of the document shall continue in force.

33. Rights of Third Parties

This Agreement is not enforceable by any third party unless this is clearly stated in this agreement.

34. Entire Agreement

This Agreement supersedes all previous agreements, whether written or oral, relating to its subject matter.

35. Dispute Resolution

a. Our right to terminate the agreement against Clause 20 will prevail in all circumstances.

b. If there is any dispute, the affected party will send a formal notice to other party through email or tracked courier.

c. Both parties will try to resolve the issue for the next 15 calendar days.

d. If the dispute is still not resolved, either party may, on written notice to the other party, refer the matter for mediation in accordance with the standard mediation procedure of the Centre for Dispute Resolution (www.cedr.com) and both parties shall (without prejudice to legal remedies) use reasonable efforts to reach agreement through mediation.

36. Governing Law

This Agreement is governed by English Law and the both parties shall submit to the jurisdiction of the English courts only.