THIS AGREEMENT is made this 2019 (the “Effective Date”)

BETWEEN

QA LIMITED (registered number 2413137 )whose registered address is at Rath House, 55-65 Uxbridge Road, Slough, Berkshire, SL1 1SG (“the Training Provider”) and

[EMPLOYER] (registered number [INSERT]) whose registered office is [INSERT](“the Employer”).

each a “Party” and together the “Parties”.

BACKGROUND

  • The Training Provider is an education institution which trains apprentices.
  • The Employer employs apprentices.
  • The Training Provider and the Employer have agreed to enter into this Agreement in order to regulate the use of funding used to deliver education and training of Apprenticeships, during which Apprentices will be employed by the Employer and trained by the Training Provider.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

In this Agreement:

1.1 the following words and expressions have the following meanings unless the context otherwise requires:

“Academic Year”

the relevant academic year of the Training Provider running for twelve months.

“Applicable Law”

any:

(a) statute, statutory instrument, bye-law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal);

(b) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or

(c) legally binding industry code of conduct or guideline

Which relates to this Agreement and/or the obligations of a party under it.

“Apprentice”

employees of the Employer who are on Apprenticeship schemes under this Agreement.

“Apprenticeship”

the placement of an Apprentice by the Employer with the Training Provider subject to the terms of this Agreement.

“Apprenticeship Agreement”

the terms and conditions of employment between the Employer and the Apprentice.

“Apprenticeship Period”

the period set out in the Call Off for each Apprentice, but shall last a minimum of 372 days (unless it is required to be longer or permitted to be shorter in accordance with the Funding Rules or the Apprenticeship terminated in accordance with this Agreement).

“Assessment Requirements”

the requirements set out in the approved and published assessment plan for the relevant standard.

“Background IPR”

all Intellectual Property Rights or other proprietary rights owned by the Training Provider, its subcontractors or any third party, the use of which is necessary for or incidental to the provision of the Apprenticeship.

“Business Day”

a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales.

“Call Off”

the contract in the form set out in Schedule ‎1 between the Training Provider and the Employer which sets out terms on which an Apprentice is employed by the Employer and taught by the Training Provider under this Agreement.

“Commencement Date”

[INSERT].

“Commitment Statement”

a document entered into between the Apprentice, the Training Provider and the Employer which meets the requirements relating to such documents under the Funding Rules.

“Confidential Information”

any and all materials and information of or relating to a Party constituting or concerning products, services, contracts, business models, methods or practices, financial projections or results, know how, trade secrets, intellectual property or ideas which, at the time or times concerned, are not generally known to third persons and such other information as may be proprietary or confidential in nature or is identified by such Party as confidential.

 

Data Protection Legislation

all Applicable Laws relating to data protection, the processing of personal data and privacy, including:

(a)  the Data Protection Act 2018;

(b) the General Data Protection Regulation (EU) 2016/679; and

(c)  the Privacy and Electronic Communications (EC Directive)

Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); 

“ESFA”

The Education & Skills Funding Agency or any successor body.

“Force Majeure Event”

(a)  act of God;

(b) war, insurrection, riot, civil commotion, act or threat of terrorism;

(c)  lightning, earthquake, fire, flood, storm, or extreme weather condition;

(d) theft, malicious damage;

(e) strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person);

(f)  breakdown or failure of plant or machinery;

(g) inability to obtain essential supplies or materials;

(h) change in Applicable Law; or

(i)  any event or circumstance to the extent it is beyond the reasonable control of the relevant party, in respect of which clause ‎20 will apply.

 

“Foreground IPR”

all Intellectual Property Rights arising, or which subsist in materials created, in relation to the delivery of the Apprenticeship under this Agreement and any Call off.

“Funding Rules”

the ESFA Funding Rules for the delivery of apprenticeships as may be amended from time to time and any other relevant procedures, rules and requirements from time to time laid down by the ESFA or any other relevant funder of the Training Provider including through any guidance notes.

Intellectual Property Rights”

all patents, petty patents, utility models, trademarks, design rights, applications for any of the foregoing, copyright, moral rights, database rights, trade or business names, domain names, website addresses whether registerable or otherwise (including applications for and the right to apply for registration of any such rights), and any similar rights in any country whether currently existing or created in the future, in each case for their full term together with any renewals or extensions.

“ILR”

(a)            Individualised Learner Record.

“Liability”

liability arising out of or in connection with this Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under an indemnity contained in this Agreement and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence.

“Periodic Review”

the periodic review and re-approval of schemes as per the Training Provider’s rules and Regulations as notified to the Employer from time to time.

 

“Regulations”

the Training Provider’s general, academic and quality assurance regulations and procedures from time to time in force, as set out in the Training Provider’s Academic and Quality Policies and Procedures.

“Safeguarding Legislation”

the Safeguarding Vulnerable Groups Act 2006, the Children’s Act 1989, Protection of Children Act 1999, the Education Act 2002 and all other legislation on the protection of children or vulnerable adults.

“Term”

the period during which this Agreement is in force in accordance with clause 17.

“VAT”

value added tax.

“Withdrawal”

any withdrawal of an Apprentice from an Apprenticeship other than an Excused Withdrawal.

1.2 references to the background section, clauses and Schedules are to the background section and clauses of and schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule;

1.3 the Schedules form part of this Agreement and will have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement will include the Schedules;

1.4 the background section and all headings are for ease of reference only and will not affect the construction or interpretation of this Agreement;

1.5 unless the context otherwise requires:

1.5.1 references to the singular include the plural and vice versa and references to any gender include every gender;

1.5.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

1.6 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

1.7 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;

1.8 the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

1.9 references to this Agreement are references to this Agreement as varied from time to time in accordance with clause 34 and as novated from time to time;

1.10 an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party; and

1.11 any obligation on a party not to do or omit to do anything includes an obligation not to allow (whether expressly or by a failure to take reasonable steps to prevent) that thing to be done or omitted to be done by any other person.

2. JOINT OBLIGATIONS OF THE PARTIES

2.1 The Parties shall deliver their respective obligations to each other and to the Apprentice in accordance with all applicable Funding Rules.

2.2 The Parties shall adhere to all applicable Assessment Requirements.

2.3 The Parties shall enter into a Call Off, substantially in the form set out in Schedule 1 for each Apprentice or cohort of Apprentices before the commencement of that Apprenticeship.

2.4 The Parties shall immediately inform each other in writing, and the Training Provider shall inform the ESFA in writing, about any circumstances (for example where the Training Provider and a proposed subcontractor have common directors) which might give rise to an actual or perceived conflict of interest. The Parties shall not proceed with any Apprenticeships connected to the conflict without the ESFA’s permission in writing in these circumstances.

2.5 The Parties shall ensure that each Apprentice, the Employer and the Training Provider sign and hold a copy of a Commitment Statement setting out how they will support the successful achievement of the Apprenticeship:

2.5.1 The Commitment Statement must be signed by the Apprentice (and if required the Apprentice’s guardian), the Employer and the Training Provider, and all three parties must keep a current signed and dated version on record;

2.5.2 The Commitment Statement must set out the planned content and schedule for training (including identifying which elements are off-the-job training and count towards the 20% off-the-job training minimum requirement set out in the Funding Rules (as updated from time to time) and, when it is available to the parties, end-point assessment. It must also set out what is expected and offered by the Employer, the Training Provider (and any subcontractors) and the Apprentice in achieving the Apprenticeship.

2.5.3 The Commitment Statement is intended to provide a short summary, typically no longer than two to three pages, and should include the following as a minimum:

2.5.3.1 The name of the Apprentice, their job role and their paid hours excluding overtime.

2.5.3.2 Details of the Employer and Training Provider (and any subcontractors involved in the delivery of off-the-job training).

2.5.3.3 Details of the Apprenticeship, including the name of the apprenticeship framework or standard, the level, the start and end-dates for the Apprenticeship and (for standards) the dates relating to the practical period of training. The start date set out in the Commitment Statement must align with the start date in the Apprenticeship Agreement and the ILR.

2.5.3.4 The amount of off-the-job training that will be delivered to meet the minimum 20% requirement in the Funding Rules. The Apprentice’s prior learning must be taken into account before calculating the off-the-job requirement and designing the programme.

2.5.3.5 The planned content/components and schedule of eligible training (and for standards the end-point assessment). This should include key milestones for mandatory or other qualification achievements. It should also be clear if the component has been used towards the calculation of the minimum 20% off-the-job training requirement.

2.5.3.6 A list of all organisations delivering the training content/components, including English and maths, and the end-point assessment organisation (for standards). If the end-point assessment organisation is not known at the start of the Apprenticeship, the Commitment Statement must be updated to include these details as soon as they have been confirmed.

2.5.3.7 An agreement of what is expected from, and offered by, the Apprentice, Employer, Training Provider (and any delivery subcontractors) to achieve the Apprenticeship and details of how all parties will work together. This must include contact details and the expected commitment from each party, for example:

a) the Apprentice: attendance and commitment to their off-the-job training;

b) the Employer: commitment to wages and time off to train during working hours; and

c) the Training Provider (and any delivery subcontractors): delivery of training, support and guidance.

2.5.3.8 Details of tripartite progress reviews (Training Provider, Employer, Apprentice), including the frequency and format, to discuss progress to date against the Commitment Statement and the immediate next steps required.

2.5.3.9 The process for resolving any queries or complaints regarding the Apprenticeship, including quality. This must include details of the escalation route within the Training Provider’s own organisation and the escalation process to the ESFA through the apprenticeship helpdesk (on 08000 150400 or email nationalhelpdesk@apprenticeships.gov.uk).

2.6 The Training Provider and the Employer shall use commercially reasonable endeavours to meet yearly to discuss:

2.6.1 the level of fees for future cohorts required to support the programme;

2.6.2 the prospective number of Apprentices for the following year;

2.6.3 issues relating to retention of Apprentices;

2.6.4 Health, safety and security concerns; and

2.6.5 Achievement and satisfaction levels.

2.7 The Parties shall collaborate to produce an Individual Learning Plan for each Apprentice.

2.8 Each Party shall send to the other a copy of any educational quality review report which may be carried out on it by an external or internal reviewer as soon as reasonably possible, and in any event no later than 2 weeks upon receiving the quality review report.

2.9 Each Party shall ensure that any of its staff whether with or without a contract of employment, including agency, volunteer or contract workers who will come into contact with the Apprentice, has any necessary qualifications and/or checks, is medically fit and is not barred from employment as in their role and is bound to maintain the confidentiality of the Confidential Information.

2.10 Apprentices enrolled through the Training Provider by the Employer cannot be enrolled elsewhere on any other Government funded programme with another provider if this contravenes funding or eligibility guidelines.

3. OBLIGATIONS OF THE TRAINING PROVIDER

3.1 The Training Provider shall be listed on the Register of Apprenticeships Training Providers (RoATP) or any successive register. The Training Provider shall remain eligible for funding from the ESFA and/or holding a funding agreement with the ESFA throughout the Apprenticeship Period.

3.2 The Training Provider shall provide relevant training and course materials to the Apprentice in respect of the Apprenticeship.

3.3 The Training Provider shall be responsible for all disciplinary issues relating to the training of the Apprentice.

4. OBLIGATIONS OF THE EMPLOYER

4.1 The Parties have agreed that the Employer will be, and shall remain, the employer of the Apprentices for all purposes during the period of this Agreement.

4.2 The Employer shall enter into an Apprenticeship Agreement with the Apprentice in a form which complies with all applicable Funding Rules. The Apprenticeship Agreement shall remain in place throughout the Apprenticeship Period. The Apprenticeship Agreement shall give details of the ESFA’s Apprenticeship helpline, the current telephone number for which is 0800 015 0400. The Employer shall provide the Apprenticeship Agreement for each Apprentice to the Training Provider and the Employer shall not amend that Apprenticeship Agreement without the consent of the Training Provider, such consent not to be unreasonably withheld.

4.3 The Employer shall pay the Apprentice’s wages, which shall be at least the minimum wage to which the Apprentice is entitled by law.

4.4 The Employer shall ensure that the Apprentice undertakes work which is relevant to the Apprentice’s studies and spends a large proportion of their apprenticeship developing the skills of their job, relevant to the attainment of a recognised qualification and in furtherance of the delivery of the Apprenticeship. The Employer shall ensure that the Apprentice’s job has a productive purpose and provides the Apprentice with the opportunity to embed and consolidate the knowledge, skills and behaviours gained through the Apprenticeship.

4.5 The Employer shall be responsible for all disciplinary issues relating to the employment of the Apprentice. The Employer shall inform the Training Provider immediately if it has cause to believe that there may be any disciplinary issues relating to the employment of the Apprentice, and the Training Provider will provide the Employer with reasonable assistance in investigating the issue.

4.6 The Employer shall provide the Apprentice with paid time to attend off-the-job training (as a minimum to meet the requirements of the Funding Rules), including additional support for English and maths, or support access for learning difficulties and/or disabilities.

4.7 The Employer acknowledges that the Apprentice must complete the Apprenticeship within their working hours. Time spent by the Apprentice at the Training Provider will be deemed to form part of the Apprentice’s working hours.

4.8 The Employer shall facilitate the Apprentice to perform the Apprentice’s obligations in the Commitment Statement.

4.9 The Employer shall deliver any on-the-job skills development as detailed within any ILP/Commitment Statement.

4.10 The Employer shall provide a mentor for the Apprentice and a key contact point for the Training Provider and the Apprentice.

4.11 The Employer shall obtain the Apprentice’s express written consent that data relating to them (held by the Employer) may be transferred to the Training Provider for the purposes of registration and in connection with the Apprenticeship and such consent to include the right for the Training Provider to transfer data and information (held by the Training Provider) relating to the Apprentice or the Employer to third parties as required to fulfil its obligations under the Commitment Statement.

4.12 The Employer shall attend and contribute to the Apprentice’s formal progress reviews and to provide the Employer’s views on progress and performance in order to ensure that the targets and objectives agreed accurately reflect the Apprentice and Employer needs.

4.13 The Employer shall use reasonable efforts to provide at least 10 working days’ notice to the Training Provider of any cancellation or postponement of workplace assessment visits, formal progress reviews or training sessions.

4.14 The Employer shall provide such information in relation to each Apprentice as the Training Provider may reasonably request and to fully support the completion of all registration documentation required by the ESFA to register the Apprentice on the Apprenticeship programme.

4.15 The Employer shall, throughout the Apprenticeship Programme, fully co-operate with the Training Provider’s staff in the completion of all documentation necessary to provide ongoing evidence of progression and completion as required by the ESFA.

4.16 The Employer shall provide feedback to the Training Provider on the Apprentice’s experience, including surveys provided by the Training Provider for the purposes of the Training Provider’s quality control and service evaluation.

4.17 The Employer shall allow the Training Provider to perform a health and safety assessment of the Employer’s premises in line with the Management of Health and Safety at Work Regulations 1999 and recommend any changes necessary to ensure compliance with applicable laws regarding the health and safety of Apprentice(s) or reasonably requested by the Training Provider in order to ensure the safeguarding of Apprentice(s).

4.18 The Employer shall ensure that any Apprentices, especially below the age of 18, are protected at work from any risks to their health and safety and a risk assessment has been carried out in line with the Management of Health and Safety at Work Regulations 1999.

4.19 The Employer shall maintain employers’ liability insurance as required by law.

4.20 The Employer shall intend for the Apprentice to remain with the Employer once they have achieved where a job opportunity continues to exist and where the Apprentice wishes to remain. Where this is not possible the Employer and the Training Provider will support the Apprentice to seek alternative opportunities.

4.21 The Employer shall not use the Training Provider, or any of the activities covered by this Agreement, as a recruitment agency or service during the term of this Agreement. Should the Employer offer any Apprentice or candidate (introduced by the Training Provider) employment otherwise than as envisaged by this Agreement then the Employer will be liable to pay to the Training Provider liquidated damages of £1,500 (one thousand five hundred pounds). Both Parties acknowledge that this figure is a genuine pre-estimate of the losses incurred by the Training Provider on a time and effort basis and is not a penalty of any kind.

4.22 The Employer shall make reasonable changes to the Apprenticeship requested by the Training Provider for the purpose of providing the Training Provider with up to date reporting and ensuring the appropriate delivery of education and training in accordance with the Funding Rules.

5. APPRENTICE’S EMPLOYMENT

5.1 The Apprenticeship Agreement shall remain in force during the Apprenticeship Period. The Employer shall comply with the terms of the Apprenticeship Agreement during the Apprenticeship Period. The Employer shall permit the Apprentice leave to undertake training at the Training Provider (or a venue agreed between the Parties).

5.2 The Training Provider shall not, and shall not require the Apprentice to do anything that shall, breach the Apprenticeship Agreement and shall have no authority to vary the terms of the Apprenticeship Agreement or make any representations to the Apprentice in relation to the terms of the Apprenticeship Agreement. The Training Provider acknowledges that the Employer may amend the Apprenticeship Agreement provided that it complies with the law and the Funding Rules.

5.3 The Employer shall provide the Training Provider with such information and assistance as it may commercially reasonably require to carry out its obligations as the Apprentice’s training provider.

5.4 The Training Provider shall provide the Employer with such information and assistance as it may commercially reasonably require to carry out its obligations as the Apprentice’s employer.

5.5 All documents, manuals, hardware and software provided for the Apprentice’s use by the Training Provider, and any data or documents (including copies) produced, maintained or stored on the Training Provider’s computer systems or other electronic equipment (including mobile phones), remain the property of the Training Provider.

5.6 All documents, manuals, hardware and software provided for the Apprentice’s use by the Employer, and any data or documents (including copies) produced, maintained or stored on the Employer’s computer systems or other electronic equipment (including mobile phones), remain the property of the Employer.

5.7 Subject to clause ‎8, the Employer shall, where practicable, ensure that the Apprentice is employed for at least 30 hours a week.

5.8 The Employer may employ the Apprentice for fewer than 30 hours a week provided that:

5.8.1 the Training Provider agrees that there is a case for the Apprentice to work fewer than 30 hours a week;

5.8.2 The Employer records the proposed number of hours each week; and

5.8.3 The Employer keeps a record of the circumstances which has led it to believe that a reduction in hours is appropriate.

5.9 The Apprentice’s salary shall be reviewed by the Employer on an annual basis, to reflect the national statutory requirements.

5.10 Any National Insurance contributions which are required shall be made by the Employer in relation to the Apprentice.

5.11 Both parties shall inform the other as soon as reasonably practicable of any other significant matter that may arise during the Apprenticeship Period relating to the Apprentice or their employment.

5.12 The Employer shall use its reasonable endeavours to procure that the Apprentice shall notify the Training Provider if the Apprentice identifies any actual or potential conflict of interest between the Training Provider and the Employer during the Apprenticeship Period.

5.13 The Employer shall notify the Training Provider if the Apprentice is or shall be absent from work for any reason as soon as reasonably practicable.

5.14 The Training Provider shall notify the Employer if the Apprentice is or shall be absent from study for any reason as soon as reasonably practicable.

5.15 If an Apprentice requests a break from study, then the parties will agree in advance of any break a plan for the Apprentice’s leave and return to work and study. Unless the parties agree otherwise, then the Apprentice’s training from the Training Provider and ensuing payments to the Training Provider will restart on the Apprentice’s return.

6. QUALITY ASSURANCE AND REVIEW

6.1 The delivery of the Apprenticeships and the arrangements for managing this Agreement, are subject to the Annual and Periodic Review procedures of the Training Provider as specified in the Training Provider’s Regulations.

6.2 The Training Provider shall determine whether the outcome of the Annual Monitoring and Periodic Review of Apprenticeships is satisfactory after due consideration of the following:

6.2.1 the comments of any external examiners;

6.2.2 the feedback received from Apprentices via agreed apprentice feedback procedures that have been agreed between the parties;

6.2.3 the comments of the relevant Training Provider committees and personnel;

6.2.4 the evidence presented within the annual monitoring reviews submitted to the Training Provider; and

6.2.5 the commentary on the operation of the relationship between the parties to this Agreement, prepared by the Training Provider.

7. MARKETING

7.1 All promotional material (including print and digital) referring to either Party, or that uses the other Party’s logo, must be approved in writing by the other Party, before it is published. Without prejudice to the generality of the foregoing, materials will not be approved unless they clearly and accurately specify the nature of the relationship between the parties.

8. ENROLMENT

8.1 Once the Employer has received details of a potential Apprentice, the Employer shall send the Training Provider any paperwork and make such other arrangements as deemed necessary in the reasonable opinion of the Training Provider for the Training Provider to determine the Apprentice’s eligibility for an Apprenticeship with the Employer. Subject to the Training Provider confirming eligibility of the Apprentice, the Apprentice will be enrolled as an Apprentice by the Training Provider. The Employer acknowledges that it is not the Training Provider's agent for the purpose of enrolment. Neither party will enrol an Apprentice, or agree to enrol an Apprentice, unless both parties have approved this.

8.2 The initial guidance and assessment of Apprentices and potential Apprentices shall be carried out by the Employer and the Training Provider. The Parties shall agree the form which the said initial guidance and assessment shall take, including the form of the Apprenticeship Agreement which shall be entered into at that time.

8.3 Neither Party shall make any representation to any potential Apprentice about their eligibility, likelihood of becoming enrolled or any conditions regarding enrolment save as expressly authorised by the other Party.

9. ASSESSMENT

9.1 The Training Provider shall recommend an End Point Assessment Organisation on the ESFA’s Register of Apprenticeship Assessment Organisations to the Employer. The Employer has the right, within two weeks of this notification, to require the Training Provider to use a different End Point Assessment Organisation on the ESFA’s Register of Apprenticeship Assessment Organisations. Unless the Employer exercises this right, the Training Provider will use the End Point Assessment Organisation which it has recommended. The Training Provider shall make payments to the assessment organisation chosen by the Employer.

9.2 The Training Provider and the Employer will both support the Apprentice in undertaking any assessments, including supporting the Apprentice through any relevant gateway required to carry out the assessment.

10 EMPLOYER ENGAGEMENT

10.1 Apprentices enrolled through the Training Provider by the Employer cannot be enrolled elsewhere on any other Government funded programme with another provider if this contravenes funding or eligibility guidelines.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Use of either Party’s name or logo by the other Party is prohibited except with the prior written consent except of the other Party.

11.2 Except where explicitly otherwise stated, nothing in this Agreement nor in the Call Off shall act to transfer any intellectual property rights from one Party to the other. As such the Training Provider and its licensors shall retain all right, title and interest in and to all Background IPR. The Employer shall not acquire any rights to the Background IPR nor to any materials in which Background IPR subsists, including any documents, training guides, instruction manuals, drawings, diagrams, videos or any other materials provided by the Training Provider.

11.3 The Training Provider hereby grants to the Employer a licence to use its Background IPR in those materials which the Training Provider provides to the Apprentice solely to the extent necessary for the Apprentice to receive the Apprenticeship. Except as permitted by law the Employer or the Apprentice shall not copy, reproduce, sell, license, distribute, publish or otherwise circulate any Background IPR without the Training Provider's prior written consent.

11.4 All Foreground IPR shall vest in the Training Provider upon creation and the Employer hereby assigns with full title guarantee all Foreground IPR which relates to the Agreement. Such assignment shall take effect as a present assignment of future rights.

11.5 The Training Provider hereby grants to the Employer a worldwide, royalty-free, perpetual licence to use its Foreground IPR for the fulfilment of the Apprenticeship only, and provided always that the Employer shall not commercialise Foreground IPR and in particular shall not sell, license, distribute, publish or otherwise circulate Foreground IPR to any third party except with the Training Provider's prior written consent.

11.6 The Employer shall promptly inform the Training Provider in writing of any infringement or alleged infringement of Background IPR or Foreground IPR of which it becomes aware, and of any allegation coming to the Employer's attention that the Background IPR or Foreground IPR infringe any third party’s intellectual property rights.

11.7 Where the Employer requires the Apprenticeship to be provided by the Training Provider to the Employer's specifications or requires the Training Provider to incorporate the Employer's materials within the delivery of the Apprenticeship, the Employer shall fully indemnify the Training Provider from and against all losses or expenses (including reasonable legal expenses) suffered or incurred by the Employer as a result of a claim that the provision of the Apprenticeship and/or use of the Employer's materials infringes any third party’s Intellectual Property Rights.

12 FUNDING

12.1 The Apprenticeship shall be funded in accordance with the Funding Rules.

12.2 The Employer shall pay such fees to the Training Provider on the dates and in the manner as are set out in the Call Off for each Apprentice, which is substantially in the form set out in Schedule 1.

12.3 The Parties shall agree a price for the training and assessment required for an Apprentice to undertake and complete an apprenticeship standard or framework. The agreed price must only include the training and assessment necessary to meet the relevant standard or framework.

12.4 The Parties may only revise the agreed price for the training and assessment when both Parties agree that:

12.4.1  a specific gap in the required training or assessment for the Apprentice has been identified that was omitted in error from the original written agreement; or

12.4.2  a specific element in the training or assessment agreed for the Apprentice has been identified as no longer required.

12.5 If the Apprenticeship is to be co-funded, in accordance with the Funding Rules, by the Employer, then the Employer’s cash contributions to the Training Provider shall be in the form of a transfer of funding visible in the financial systems of both Parties. The value of each cash contribution shall be recorded in the ILR along with documentation to support this.

12.6 if the Employer’s digital account is used to fund training and assessment:

12.6.1 the Employer shall record the details of the apprenticeship required by the Funding Rules which must correspond with the information recorded on the ILR;

12.6.2 the Employer shall give permission to the Training Provider to enter the details of the apprenticeship required by the Funding Rules on its behalf;

12.6.3 the Employer shall promptly approve reasonable requests (and in any event within three (3) working days) made by the Training Provider with respect to their digital account;

12.6.4 the Training Provider may, at its absolute discretion, agree to enter the details of the apprenticeship required by the Funding Rules onto the Employer’s digital account; and

12.6.5 the Employer shall authorise payments from its digital account to the Training Provider in accordance with the payment provisions set out in the Call Off.

12.7 The Employer will meet the cost of each resit of each exam per Apprentice (where applicable), in each case, prior to the Apprentice sitting the exam.

12.8 All fees are exclusive of VAT unless otherwise stated the Employer will pay the Training Provider any VAT properly chargeable, provided the Training Provider has delivered a correct VAT invoice as required by statute.

12.9 Where the Employer's accounting practices require the use of a purchase order number, the Employer shall provide a valid purchase order number to the Training Provider immediately upon signing each Call Off. Where applicable the Employer should also provide a copy of their internal purchase order document to the Training Provider.

13. CHANGE OF CIRCUMSTANCES

13.1 Each Party must inform the other as soon as possible and in any event within 48 hours of any change of circumstance (as defined in clause 2) which may affect the amount of government funding that can be claimed by the Employer, or the Apprentice’s ability to successfully complete their Apprenticeship as agreed under the Apprenticeship Agreement.

13.2 A change of circumstance includes, but is not limited to a change:

13.2.1 of employer, or employer circumstance (for example the employer goes into administration);

13.2.2 of apprentice job role or employment status;

13.2.3 in the apprentice’s circumstances leading to a break in learning;

13.2.4 in the apprentice’s status; or

13.2.5 the apprentice leaves their apprenticeship early.

13.3 Where there is a change of circumstance, the Training Provider must update the ILR in accordance with the ESFA’s ILR guides and templates as soon as the Training Provider is made aware of the change of circumstance.

13.4 If a change of circumstance means that training and/or assessment is no longer being delivered or capable of being delivered, neither Party shall claim any further government funding contributions or incentive payments. The Employer shall ensure that any Employer contribution for any training or assessment that has already been delivered is paid.

14. EVIDENCE REQUIREMENTS

14.1 For each Apprentice for which the Funding Rules require it, the Employer shall sign an eligibility declaration form (in the form required by the Training Provider from time to time), confirming both the eligibility of the Apprentice and their eligibility as an employer for incentive payments.

14.2 The Training Provider shall retain a signed eligibility declaration for each Apprentice.

14.3 The Training Provider shall hold evidence:

14.3.1 that the Apprentice exists;

14.3.2 the Apprentice is eligible for funding;

14.3.3 that the Employer is eligible for any incentive payments;

14.3.4 of a written agreement with the Employer;

14.3.5 that the education and training being delivered is eligible for funding;

14.3.6 that the training/assessment activity is taking place or has taken place; and

14.3.7 that, for elements of quality standards or frameworks for which certification is required, the achievement of learning aims has been certified by way of a certificate being issued by an awarding organisation or assessment body for the apprenticeship standard or framework, and to support other funding claimed, such as learning support and English and mathematics.

14.4 The Employer shall promptly provide to the Training Provider (and in any event within three (3) all information reasonably requested by the Training Provider to permit the onward payment of any incentive payments.

14.5 The Training Provider shall retain employer incentive claim forms submitted by the Employer.

 

15. SUB-CONTRACTING

15.1 The Training Provider shall be entitled to sub-contract its obligations under this Agreement, provided that:

15.1.1 the information required by the Funding Rules relating to the use of subcontractors is contained in the Call Off; and

15.1.2 the use of the subcontractor does not breach the Funding Rules; and

15.1.3 the Employer has provided written permission in advance.

15.2 The Training Provider shall commit reasonable endeavours to resolve any disputes between the Employer and any subcontractor of the Training Provider.

16. TERMINATION OF AN APPRENTICESHIP

16.1 The Employer may terminate the Apprenticeship with immediate effect without notice:

16.1.1 on the termination of the Apprenticeship Agreement or as a result of the Apprentice’s gross misconduct, or resignation;

16.1.2 if the Training Provider is guilty of any serious or (after warning) repeated breach of the terms of this agreement; or

16.1.3 if the Training Provider becomes bankrupt or makes any arrangement or composition with or for the benefit of its creditors.

16.2 The Training Provider may terminate the Apprenticeship with immediate effect without notice:

16.2.1 on the termination of the Apprenticeship Agreement or as a result of the Apprentice’s gross misconduct, or resignation;

16.2.2 if the Employer is guilty of any serious or (after warning) repeated breach of the terms of this Agreement; or

16.2.3 if the Employer becomes bankrupt or makes any arrangement or composition with or for the benefit of its creditors.

16.3 On termination of an Apprenticeship in accordance with either of clauses ‎2.2 or ‎16.2.3, the Employer shall pay to the Training Provider such fees as would otherwise have been payable by the Employer to the Training Provider under this Agreement.

16.4 On termination of an Apprenticeship in accordance with clause ‎2.1 (and only if the Training Provider reasonably considers that the Employer has not acted reasonably), the Employer shall pay to the Training Provider such fees as would otherwise have been payable by the Employer to the Training Provider under this Agreement.

16.5 Any reasonable delay by a Party in exercising the right to terminate shall not constitute a waiver of such rights.

17. WITHDRAWALS

17.1 In the event of a Withdrawal (except for an Excused Withdrawal), the Training Provider shall be entitled to recover from the Employer and the Employer agrees to pay an amount equal to the value of any services provided under this agreement which has not been funded by ESFA as a result of the Withdrawal (the “Withdrawal Amount”).

17.2 The purpose of the Withdrawal Amount referred to in Clause 17.1 is to provide the Employer with an incentive to perform and is not intended to constitute a penalty for non-performance or to quantify the full extent of the Company’s losses in relation to the Withdrawal. The Employer shall promptly pay the Withdrawal Amount on notice by the Training Provider.

17.3 For the purpose of this Clause 17, “Excused Withdrawal” means (a) death, bereavement, prolonged illness which renders the Apprentice unable to complete the Apprenticeship, (b) withdrawal arising solely, directly and demonstrably from a failure the Training Provider to comply with its obligations under this Agreement except where the withdrawal arises as a result of: (i) any act or omission by the Employer or any of its personnel or (ii) any act of or omission of the Training Provider that had the Employer’s prior approval.

18. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION OF THIS AGREEMENT

18.1 This Agreement shall commence on the Commencement Date and shall continue unless and until terminated as provided by the terms of this Agreement.

18.2 Either Party may terminate this Agreement on three months’ written notice to the other Party.

18.3 The termination of this Agreement is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.

18.4 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

18.5 On termination or expiry of this Agreement howsoever arising:

18.5.1 the Parties shall cease to promote, market or advertise the Apprenticeships; and

18.5.2 each party shall honour any outstanding obligations due to the other at the date of termination.

18.6 Upon termination for any reason or expiry, the Parties shall permit those Apprentices who are registered with the Parties at the date of termination, to continue until the due completion date for such Apprenticeship and the Employer shall pay all such fees due to the Training Provider until completion date for such Apprenticship.

18.7 Upon termination or expiry of this Agreement, the Parties shall continue to work together in good faith to conclude any outstanding administrative, audit or other Apprentice requirements that may exist prior to the commencement of the following Academic Year to ensure Apprentices are able to continue with or start new Apprenticeships with the Training Provider or any other third party. For the avoidance of doubt any actions required to conclude any outstanding administrative, audit or other requirements shall be considered a consequence of termination of this Agreement and shall not constitute a new agreement between the Parties.

19. EXCLUSIONS AND LIMITATIONS OF LIABILITY

19.1 Neither Party excludes or limits its liability (if any) to the other:

19.1.1 for personal injury or death resulting from its negligence;

19.1.2 for fraud or fraudulent misrepresentation and any matter for which it is not permitted by law to exclude or limit its liability; and

19.1.3 for breach of the Intellectual Property Rights of a third party.

19.2 Except as provided under clause ‎1, notwithstanding anything else contained in this Agreement and/or any Call Off, the aggregate liability of the Training Provider to the Employer whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise will be the lower of £500,000 or the total fees paid by the Employer under this Agreement in the previous 12 months.

19.3 Except as provided under clause ‎1, notwithstanding anything else contained in this Agreement and/or any Call Off, the aggregate liability of the Employer to the Training Provider whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise will be the lower of £500,000 or the total fees paid by the Employer under this Agreement in the previous 12 months.

19.4 The exclusions from and limitations of liability contained in this Agreement will apply after as well as before the date of expiry or termination of this Agreement.

19.5 The exclusions from, and limitations of, liability set out in this clause 19 will be considered severally. The invalidity or unenforceability of any one sub-clause or clause will not affect the validity or enforceability of any other sub-clause or clause and will be considered severable from each other.

19.6 Except in the case of liability under 19.1.1 to 19.1.2, neither Party shall be liable to the other for any loss of profits, loss of business, loss of revenue, loss of goodwill, actual or potential business, reputation or opportunity, or loss of savings (whether anticipated) or otherwise).

20. FORCE MAJEURE EVENTS

20.1 A party will not be in breach of this Agreement or otherwise liable to the other party for any failure to perform or delay in performing its obligations under this Agreement to the extent that such failure or delay is due to a Force Majeure Event.

20.2 If a Force Majeure Event occurs:

20.2.1 the party affected will as soon as reasonably practicable of becoming aware of the Force Majeure Event give written notice to the other party that the Force Majeure Event has occurred, giving details of the nature, extent and anticipated duration of the Force Majeure Event and the expected impact of the Force Majeure Event on its ability to perform its obligations; and

20.2.2 the party affected will use reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure Event.

21. CONFIDENTIALITY

21.1 Each party will, subject to clause 2:

21.1.1 only use the other party’s Confidential Information for the purpose of performing its obligations under this Agreement;

21.1.2 keep the other party’s Confidential Information secret, safe and secure; and

21.1.3 not disclose the other party’s Confidential Information to any other person.

21.2 Each party may disclose the other party’s Confidential Information:

21.2.1 to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and

21.2.2 to those of its officers, directors, employees and professional advisers who need access to that Confidential Information so that it can perform its obligations under this Agreement. A party disclosing the other party’s Confidential Information under this clause 2.2 will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by that party would be a breach of this clause 21.

21.3 For the purposes of this clause 21, “Confidential Information” means any information that relates to a party (or any of its Group Companies or businesses) and which is disclosed to the other party in connection with this Agreement, but excluding information that:

21.3.1 is at the relevant time in the public domain (other than by virtue of a breach of this clause 21);

21.3.2 was received by the other party from a third party who did not acquire it in confidence; or

21.3.3 is developed by the other party without any breach of this Agreement.

22. CANCELLATIONS

The Training Provider reserves the right, at its discretion, to change course schedules, change course content, discontinue courses, limit class size and cancel training courses or events, in which case it shall use reasonable endeavors to notify the Employer at the earliest possible opportunity and ensure that it does not negatively affect the Apprentice’s ability to complete their Apprenticeship.  In the event of cancellation of an element of the Apprenticeship, the Training Provider will use reasonable endeavours to reschedule the course at the first available opportunity, where possible.

23. SAFETY AND SAFEGUARDING

23.1 Each party shall:

23.1.1 carry out its responsibilities under all relevant legislation, regulations and formal guidance for the protection of children and vulnerable adults including the Safeguarding Legislation;

23.1.2 acknowledge that it has a duty of care to ensure that there are adequate safeguarding processes and checks in place, particularly for those Apprentices aged 18 and under; and

23.1.3 make every effort to assure and promote the safeguarding of Apprentices during their employment and to comply with the Training Provider’s Safeguarding Policy Statement. A copy of the full policy can be downloaded from our website: https://www.qa.com/media/13982/qa-safeguarding-policy-and-procedure-jan-2019.pdf.

24. DATA PROTECTION

24.1 For the purposes of this clause 24:

24.1.1 "Data Subject", "Controller", "Processor" and "Processing" have the same meaning as in the Data Protection Legislation;

24.1.2 “Personal Data” has the meaning set out in the Data Protection Legislation in relation to data Processed under this Agreement; and

24.1.3 “Regulator” means any independent public authority responsible for monitoring the application of the Data Protection Legislation in the UK or any other member state of the European Union.

24.2 Each Party acknowledges and agrees that the Parties will share Personal Data under this Agreement and as such each Party shall ensure that, prior to providing any Personal Data to the other Party, it has all appropriate legal bases (whether consent or otherwise) necessary to enable lawful transfer of Personal Data to the other Party. Once such Personal Data has been provided to the other Party, the Parties acknowledge and agree that each Party shall act as separate Data Controllers when Processing such Personal Data and:

24.2.1 the Employer shall be a Data Controller where it is Processing Personal Data for the purpose of its relationship with each Apprentice as his or her employer;

24.2.2 the Training Provider shall be a Data Controller where it is Processing Personal Data for the purpose of its role as the provider of Apprenticeships to each Apprentice and delivering education and training to Apprentices; 

24.2.3 the Parties do not anticipate that either will act as a Data Processor on behalf of the other Party and neither Party is authorised or instructed to act as a Data Processor on behalf of each other; and

24.2.4 the Parties will not act as joint Data Controllers in common.

24.3 Each Party shall ensure that it complies with its respective obligations under Data Protection Legislation.

24.4 In the event that either Party:

24.4.1 receives a Data Subject Request,

24.4.2 receives a request for information from a Regulator in relation to the Processing of Personal Data;

it shall notify the other Party and if required, the other Party shall provide all reasonable co-operation and assistance required by the other party (at the requesting party’s expense) in relation to any such Data Subject Request or request for information from a Regulator.

24.5 If either Party becomes aware of a Personal Data breach it shall notify the other Party promptly, providing details of the breach.

24.6 Each Party shall indemnify and keep indemnified (the “Indemnifying Party”) the other Party (the “Indemnified Party”) against all costs, claims, damages, expenses, fines and/or penalties incurred by or imposed on the Indemnified Party due to any failure by the Indemnifying Party to comply with its obligations under Data Protection Legislation. The liability of the Training Provider under this Clause 24.6 shall be limited and capped to the lesser of (i) the sum of £5,000,000 (five million pounds) or (ii) 200% of the fees payable in the contract year in which the indemnification obligation occurs. The contract year means the 12 month period commencing on the Commencement Date or any anniversary of it.

25. MODERN SLAVERY AND HUMAN TRAFFICKING

25.1 Each party shall:

25.1.1 comply with the Modern Slavery Act 2015 and all applicable anti-slavery and human trafficking laws, statutes, regulations and codes of practice in force from time to time; and

25.1.2 develop and maintain policies and procedures aimed at ensuring that slavery and human trafficking is not taking place in any of its supply chains and in any part of its own business.

Each party warrants to the other that:

25.1.3 so far as it is aware (having undertaken reasonable enquiries) slavery and human trafficking is not taking place: (i) in any of its supply chains, and (ii) in any part of its own business;

25.1.4 in the event it becomes aware that slavery or human trafficking is taking place in any of its supply chains or in any part of its own business it will notify the other as soon as reasonably and practicably possible;

25.1.5 if and to the extent that it is covered by the requirements of section 54 of the Modern Slavery Act 2015, it has complied fully with its legal obligations under that section; and

25.1.6 it has not been convicted nor is currently being investigated by the police or any other public body in respect of any alleged offences under or breaches of the Modern Slavery Act 2015.

26. ANTI-BRIBERY

26.1 Each party undertakes to the other that:

26.1.1 it will fully comply with, and will procure that ll of its personnel and sub-contractors fully comply with the Bribery Act 2010 (“Anti-Bribery Requirements”);

26.1.2 it will not do, or omit to do, any act that will cause the other to be in breach of the Anti-Bribery Requirements;

26.1.3 has in place, and shall maintain in place throughout the term of this Agreement, policies and procedures to ensure compliance with the Anti-Bribery Requirements and will enforce them where appropriate. At the other party's request, it will disclose such policies and procedures to the other Party; and

26.1.4 will make it clear to those providing services to that Party, including its staff and sub-contractors, that it does not accept or condone the payment of bribes on its behalf.

27. Each party shall indemnify, keep indemnified and hold harmless the other party, its affiliates and each of its officers, directors, employees and agents, from and against all loss, cost, harm, expense (including reasonable legal fees), liabilities or damage suffered or incurred by the the other Party as a result of its, or any of its staff or sub-contractor’s breach of the Bribery Act 2010.

28. HEALTH AND SAFETY

28.1 The parties shall perform their obligations under this agreement in accordance with:

28.1.1 all applicable Law regarding health and safety; and

28.1.2 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).

28.2 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.

28.3 The Employer shall maintain a full record of all incidents relating to health, safety and security and shall make such records available to the Training Provider on reasonable notice and the Employer shall immediately inform the Training Provider of the death of any Apprentice.

29. ASSIGNMENT

29.1 The Training Provider is entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Agreement.

29.2 The Employer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Agreement with the prior written consent of the Training Provider, with such consent not to be unreasonably withheld.

30. NOTICES

30.1 Any notice or other communication given under or in connection with this Agreement will be in writing, in the English language, marked for the attention of the specified representative of the party to be given the notice or communication and:

30.1 sent by pre-paid first class post or recorded delivery or airmail post to that party's address; or

30.1.2 delivered to or left at (but not, in either case, by post) that party's address.

    • The address and representative for each party are set out below and may be changed by that party giving at least 7 Business Days’ notice in accordance with this clause 30.

The Training Provider

The Employer

 

Address

QA Limited

Rath House

55-65 Uxbridge Road

Slough, Berkshire

SL1 1SG

Address

[ADDRESS]

 

 

For the attention of: [INSERT]

 

 

For the attention of: [INSERT]

 

 

30.3 Any notice or communication given in accordance with clause 1 will be deemed to have been served:

30.3.1 if given as set out in clause 1.1 at 9:00 am on the 2nd Business Day after the date of posting; and

30.3.2 if given as set out in clause 1.2 at the time the notice or communication is delivered to or left at that party's address;

provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.

30.4 To prove service of a notice or communication it will be sufficient to prove that the provisions of clause 1 were complied with.

30.5 The Training Provider reserves the right to modify this Agreement without prior notice to the extent that such changes are required due to changes in laws, rules or regulations that would apply to the services covered in this Agreement as set out in Schedule 1.

31. ENTIRE AGREEMENT

31.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

31.1.1 neither party has entered into this Agreement in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in this Agreement;

31.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into this Agreement and which is expressly set out in this Agreement will be for breach of contract; and

31.1.3 nothing in this clause 31 will be interpreted or construed as limiting or excluding

32. NO WAIVER

32.1 A delay in exercising or failure to exercise a right or remedy under or in connection with this Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

33 SEVERANCE

If any term of this Agreement is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from this Agreement and this will not affect the remainder of this Agreement which will continue in full force and effect.

34. VARIATION

Save as otherwise expressly provided in this Agreement, no variation to this Agreement will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

35. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement and no action taken by the parties in connection with it will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

36. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one agreement.

37. RIGHTS OF THIRD PARTIES

The parties do not intend that any term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

38. DISPUTES, LAW AND JURISDICTION

38.1 This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by the law of England.

38.2 Each party agrees that the courts of England have non-exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement (including in relation to any non-contractual obligations).

SIGNED BY or on behalf of the parties on the date stated at the beginning of this Agreement.

  • Signed for and on behalf of )
  • QA LIMITED )
  • By                                                )

 

.........................................................................

 

  • Signed for and on behalf of )
  • [EMPLOYER]                          )

By                                                           )

 

...................................................................................

 

SCHEDULE 1

Call Off

[EMPLOYER] (the “Employer”)

[DATE]

Dear [NAME],

CALL OFF NOTICE

Pursuant to an Agreement between the Employer and the Training Provider dated [DATE] (the “Contract”), this notice confirms the engagement of [APPRENTICE NAME] (the “Apprentice”) with the Employer as an employee on the terms of an Apprenticeship Agreement  (a copy of which you have delivered to us).

I have set out below a summary of the principal terms which will apply under the Contract in respect of that Apprentice. Defined terms shall have the same meaning as in the Contract.

 

Apprentice

The Apprentice’s name is [NAME].

[INSERT ANY OTHER RELEVANT DETAILS ABOUT THE APPRENTICE, E.G. AGE, COURSE OF STUDY ETC. HERE]

Date Of Commencement of Apprenticeship

The commencement of the engagement will be from [DATE].

Duties as employee of Employer

The Apprentice’s job title is [POSITION].

The Apprentice’s duties will be [INSERT DETAILS].

Place Of Work as employee of Employer

The Apprentice will be based at [LOCATION].

Hours Of Work as employee of Employer

The Apprentice’s standard working week will be [DETAILS].

Training and Learning provided by the Training Provider

[specify training and learning provided by the Training Provider and location, timings]

Eligibility for Funding

[confirmation and signatory from the Employer for eligibility of the Apprentice for apprenticeship funding and 16 to18 incentive payments, if applicable.]

[confirmation and signatory from the Employer of their eligibility for the small employer incentive payment, if applicable.]

Services

[Details of any services by either Party which differ from the Contract.]

Subcontracting

[Include details of:

  1. The Apprenticeship training and/or on-programme assessment that the Training Provider will directly deliver.
  2. The amount of funding that the Training Provider will retain for its direct delivery.
  3. The Apprenticeship training and/or on-programme assessment that each delivery subcontractor will contribute to the Employer’s apprenticeship programme.
  4. The amount of funding that the Training Provider will pay each delivery subcontractor for their contribution.
  5. The specific amount of funding that the Training Provider will retain to manage and monitor each delivery subcontractor.
  6. The specific amount of funding that the Training Provider will retain for each other support activity that the Training Provider will provide to each delivery subcontractor.
  7. The specific amount of funding that the Training Provider will retain for the monitoring that the Training Provider will undertake to ensure the quality of the Apprentice training and/or on-programme assessment that the Training Provider has contracted each delivery subcontractor to carry out.
  8. A detailed description of how the funding retained for each activity detailed in (5) to (7) contributes to delivering high quality training and how the funding retained is reasonable and proportionate to delivery of the apprenticeship training described in (3).
  9. Any actual or perceived conflict of interest between the Training Provider and any delivery subcontractors. For example, where the Training Provider and a delivery subcontractor are part of the same group, share common directors or senior personnel, or where the Training Provider will benefit financially from using a particular delivery subcontractor.

Payment

[Payment schedule for the Employer cash contribution, setting out the dates for claiming any eligible incentive payments.]

[details of any eligible, evidenced Employer costs for direct grant employers.]

[details of any incentive, completion, or any other payments by the Training Provider to the Employer.]

[confirmation that learning support is available to support apprentices with additional learning needs. Where learning support has been specifically identified and agreed, clearly set out what this is being used for.]

Please sign and return a copy of this letter to [PERSON], to confirm that the Employer is able to accept the Apprentice in accordance with the terms set out in this letter and under the Contract.

I look forward to hearing from you.

Yours sincerely,

[PERSON]

On behalf of QA LIMITED

I have read and understood this letter and accept the terms of the engagement.

 

Signature: ………………………………………………….        Date: ………………………………………………….

On behalf of [EMPLOYER]

 

Name:   ………………………………………………

 

SIGNED BY or on behalf of the parties on the date stated at the beginning of this Agreement.

 

Signed for and on behalf of )

QA LIMITED             )

By [ ] )

……………….....................................................................................

 

  • Signed for and on behalf of )
  • [EMPLOYER]                                     )
  • By [ ] )
  • ……………….....................................................................................

 

ANNEX 1

The Training Provider’s Apprenticeships Employer Complaint Procedure

Found at https://www.qa.com/legal-privacy/apprenticeships-com