Terms and conditions

KELLY ENERGY TRAINING LIMITED STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF TRAINING SERVICES

INTERPRETATION In these Terms unless the context otherwise requires, the following expressions shall have the following meanings:

“Account Holder”: a Client who over a course of dealing, developes an established business relationship with the Training Provider and which pays its Fees on an agreed basis;

“Booking”: your booking of a Training Course as set out in the booking form; “Client”: means a corporate entity; booking a Training Course; “Contract”: a contract between us and you for the provision of a Training Course in accordance with theseTerms;

“Customer”: means a natural person acting on their own behalf; booking a Training Course; “Fees”: the fees payable by you for the Training Course in accordance with clause 6; “Materials”: any materials produced by us for you in connection with the Training Course; “Terms”: these terms as amended from time to time in accordance with Clause 16.2; “Training Course”: the training course, including any Materials, provided by us to you; “we”, “us”, “our” “Training Provider”: Kelly Energy Training Limited whose registered office is at Kelly House, Fourth Way, Wembley, HA9 0LH: “Party” means a party to this agreement and collectively the “Parties”; “Website”: the website managed by the Training Provider; “Webpage”: the pages on the Website; “you” or “your”: Account Holder, a Client or Customer, who books a Training Course provided by us.

BASIS OF CONTRACT

2.1 A Booking constitutes an offer by you to attend a Training Course in accordance with these Terms.

2.2 The Booking shall only be deemed accepted on (a) in respect of the Customer, by making payment and clicking [‘CONFIRM’] on the Webpage at which point the Contract will come into existence; or

(b) for Clients and Account Holders the earlier of either;

i. on the group booking Webpage by making payment and clicking [‘CONFIRM’]; or

ii. us doing any act consistent with fulfilling the Booking, at which point, and on which date the Contract shall come into existence.

1.2 Any descriptive matter or advertisement issued by us, and any descriptions or illustrations contained in our newsletters, brochures, or website, are only issued, or published to give an approximate idea of the Training Courses described in them. They do not form part of the Contract or have any contractual force.

1.3 These Terms shall apply to the provision of the Training Course by us, to you and to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.4 These Terms shall take precedence over any terms attached to any document, booking form, order, website or correspondence belonging to you.

THE TRAINING COURSE

3.1 We shall use reasonable endeavours to provide the Training Course in accordance with these Terms in all materialrespects but reserve theright to change any training content at any time and without notice. 3.2 The Training Provider is not obligated to provide the Services within any specific timeframe or to commit to any periodic quotas set by a Client or Account Holder. But, subject to availability of candidate places, the Supplier will use reasonable endeavours to meet the other Party’s requirements.

3.3 We shall use all reasonable endeavours to meet any specified dates, but any such dates shall be anticipated dates only and may be subject to alteration.

3.4 Notwithstanding Subclauses 3.1 – 3.3, we reserve the right to cancel or reschedule any Training Course at any time, without incurring any liability to you. In such circumstances, we will offer, at our sole discretion, alternative dates, a full refund, or credit note.

3.5 After completion of the Training Course and subject to our receipt of payment for the Training Course,we shall forward to you any awarding body or attendance certificates relating to such Training Course.

TRAINER AND/OR ASSESSOR SELECTION

4.1 Selection of a trainer and/or assessor shall be at our discretion. Every effort will be made to maintain continuity, but it may be necessary to change the trainer and/or assessor during the Training Course.

YOUR OBLIGATIONS

5.1 You shall:

(a) ensure your Booking is complete and accurate;

(b) co-operate fully with us in all matters relating to the Training Course;

(c) provide us with any information which may be reasonably required by us to provide the Training Course within sufficient time, including but not limited to, details of special

requirements, disabilities or language barriers and ensure that such information is complete and accurate in all material respects;

(d) where applicable, provide all consumables, tooling, equipment and personal protective equipment (“Your Materials”) required for the Training Course and ensure that these items are fit for purpose. Where applicable you will provide unexpired testing certificates for Your Materials.

5.2 If you fail to provide Your Materials or if their condition results in the Training Course being abandoned, you will be liable to pay the Fees in full for the relevant Training Course.

5.3 If performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (“Trainee Default”):

(a) we shall, without limiting our other rights or remedies, have the right to rely on the Trainee Default to relieve us from the performance of any of our obligations to the extent that the Trainee Default prevents or delays our performance of any of our obligations; and

(b) we shall, not be liable for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform any of our obligations. 5.4 It is your responsibility to ensure that the Training Course is suitable for you or any of your personnel and that you or your personnel meet the relevant prerequisites for the Training Course. We reserve the right to request you or your personnel to provide evidence that you, or they meet the relevant prerequisites. Any person who does not, in our opinion, meet the relevant prerequisites shall not be permitted to complete the Training Course and in such instances, no Fees will be refunded.

5.5 Every effort will be made to accommodate candidates who, for genuine reasons, are late for the Training Course start times. Admission of late candidates will be at the discretion of the trainer/assessor, based on and including: disruption; reoccurrence; duration and content.

(a) If the missed time is non-recurrent, and minimal in respect of time and subject material and can be reasonably made-up during the day, the late candidate may be allowed to join the Training Course.

(b) If, in the opinion of the trainer/assessor, the late candidate is not able to make up for the missed time, the late candidate will not be allowed to join the Training Course, and no Fees will be refunded.

5.6 If you need to cancel a Booking, such request must be made in writing and unless Clause 6.3 applies, no Fees will be refunded for any cancellations. If we incur other costs which cannot be cancelled (e.g. hotels, pre-registration fees etc), these will be charged in full and payable within 14 days of the date of the Training Course.

5.7 If you or any of your personnel fails to attend the Training Course, no Fees will be refunded.

FEES, PAYMENT & CANCELLATIONS

6.1 In consideration for the provision of the Training Course, you shall pay the Fees.

(a) Customers and Clients

i. Customers must pay for the Training Course in full via credit or debit card at the time of Booking. The Fees for the Training Course are inclusive of VAT and other duties or taxes. Payment details are provided on the Website.

ii. Clients must pay for the Training Course in full via credit or debit card or electronic transfer at the time of Booking. The Fees for the Training Course are exclusive of VAT and other duties or taxes and are payable in addition to such Fees.

(b) Account Holders

i. The Training Provider will provide a quotation for the Training Course(s).

ii. On receipt of the quotation the Account Holder and Training Provider will finalise the Course Dates. The Course dates will be reserved until the earlier of:

a) the expiry of two clear working days, or

b) receipt of a valid Purchase Order.

iii. On confirmation of the Booking by the Training Provider, Clause 2.2.(b)(ii) is deemed satisfied and these Terms will apply. iv. The Training Provider will invoice the Account Holder monthly in arrears. The Fees for the Training Course are exclusive of VAT and other duties or taxes and are payable in addition to such Fees. Payment can be made by BACS or other electronic payment system.

v. Standard payment terms are 30 days from the invoice date. Each invoice must be paid in full and cleared funds to the bank account nominated by Kelly Energy Training Ltd as detailed at the bottom of the invoice. If the Account Holder fails to make payment by the due date, interest on the overdue sum will accrue daily at 10% per annum above the Bank of England’s rate.

6.2 Qualification certificates and outcomes will only be issued when the Training Provider has received payment.

6.3 Cancellation and Transfers (a) Cancellations and delegate name changes must be emailed to admin@kellyenergytraining.co.uk

(b) Cancellation within 5 days: full fees are payable with no refunds for cancellations or absences.

(d) Cancellation, 11 days or more prior to the course/event: no fees are payable, and refunds of prepaid amounts will be issued in full.

7 TERMINATION

7.1 Without limiting any other rights or remedies, you or either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:

a) the other Party goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other party;

b) the other Party ceases, or threatens to cease, to carry on business;

c) the other Party suspends, or threatens to suspend, payment of its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

d) any event occurs or proceeding is taken with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (c) above (inclusive).Without limiting our other rights or remedies, we shall have the right to terminate the Contract by giving you 7 days’ prior written notice.

e) Without limiting our other rights or remedies, we shall have the right to terminate the Contract by giving you 7 day’s prior written notice. 8 INTELLECTUAL PROPERTY

8.1 All intellectual property rights in or arising out of or in connection with the Training Course including any associated Materials, shall be owned by us.

8.2 No reproductions, scans, copies (wholly or in part) shall be made of the Materials without our priorwritten consent.

9 DATA PROTECTION POLICY

9.1 The following definitions apply in this Clause 9:

“Agreed Purposes” the performance by each Party of its obligations under this agreement. “Controller”, “Data Controller”, “Processor”, “Data processor”, “Data Subject”, “Personal Data”, “Processing” and “Appropriate Technical and Organisational Measures” as set out in the Data Protection Legislation in force at the time. “Data Protection Legislation” a. the Data Protection Act 2018, until the effective date of its repeal; b. the Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK; and c. any successor legislation to the Data Protection Act 2018 and the GDPR. “Permitted Recipients” the Parties to this agreement, the employees or workers of each Party, and any third parties engaged to perform obligations in connection with this agreement. “Shared Personal Data” the Personal Data to be shared between the Parties under this agreement. Shared Personal Data shall be confined to the following categories of information relating to Data Subjects: names; addresses; contact details (including home addresses, email addresses, telephone numbers); date of births; national insurance numbers; and job roles. Clause 9.2 to Clause 9.5 (inclusive) sets out the framework for the sharing of Shared Personal

Data between the Parties as Data Controllers. Each Party acknowledges that one Party (the Data Discloser) will regularly disclose to the other Party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

9.2 Each Party shall comply with all the obligations imposed on a Controller under the Data Protection Legislation.

9.3 Each Party shall:

(a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient. (b) ensure that its privacy policy complies with Data Protection Legislation and ensure that it brings its privacy policy (and any amendments) to the attention of Data Subjects. (c) give full information to any Data Subject, whose Personal Data may be processed under the Contract, of the nature of such processing. (d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients. (e) ensure the reliability of any person that it authorises to Process the Shared Personal Data (including the staff members of each Party) and ensure that all such authorised persons will be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Shared Personal Data who is not under such a duty of confidentiality. (f) ensure that any person that it authorises to Process the Shared Personal Data (including the staff members of each Party) Processes the Shared Personal Data only as permitted by the Data Protection Legislation. (g) ensure that any third parties it appoints to Process the Shared Personal Data provide at least the same level of protection for the Shared Personal Data and the rights of the Data Subjects as provided under this Contract, and must be subject to a written agreement that is compliant with the Data Protection Legislation and which imposes obligations which are no less onerous as those imposed under this Contract. (f) ensure that it has in place Appropriate Technical and Organisational Measures to protect against unauthorised or unlawful Processing of the Shared Personal Data and against accidental loss or destruction of, or damage to, the Shared Personal Data. (g) not transfer any Shared Personal Data outside of the European Economic Area unless the transferor: (i) complies with the provisions of Article 26 of the GDPR (in the event the third Party is a joint controller); and (ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR. (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR. or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.

9.4 Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:

(a) promptly inform the other Party about the receipt of any Data Subject access request. (b) provide the other Party with reasonable assistance in complying with any Data Subject access request. (c) not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting the other Party wherever possible. (d) assist the other Party in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. (e) notify the other Party without undue delay on becoming aware of any breach of the Data Protection Legislation. (f) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data. (g) use compatible technology for the Processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from the transfer of Shared Personal Data. (h) maintain complete and accurate records and information to demonstrate its compliance with Clause 9.2 to 9.5.

(i) provide the other Party with contact details of at least one employee as a point of contact and responsible manager for all issues arising out of the Data Protection Legislation. 9.5 The Client or the Account Holder shall indemnify the Training Provider for any costs, losses, liabilities, damages, proceedings, claims, expenses, demands, penalties or fines incurred or suffered by the Training Provider which arise as result of or in connection with any breach by the Client or the Account Holder of the Data Protection Legislation.

10 LIMITATION OF LIABILITY

10.1 Nothing in these Terms limits any liability which cannot legally be limited, including, but not limited to, liability for: a) death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; and c) any other liability which cannot be excluded by law.

10.2 Subject to Clause 10.1:

a) we shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; b) our total aggregate liability arising out of or in connection with these Terms or any section thereof, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall be limited to the total Fees paid for the

Training Course over a 12-month period. 11 FORCE MAJEURE

11.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under the Terms as a result of acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Kelly or any other party), failure of a utility service or telecommunications network, act of God, pandemic or epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event.

12 HEALTH AND SAFETY

12.1 Candidates must adhere to Health and Safety requirements at the training venue. as directed by the Training Provider’s staff. Candidates who refuse to comply with reasonable Health and Safety requests made by the Training Provider will be dismissed from the course. The Training Provider will not make any refund of fees in these circumstances.

13 EQUALITY AND DIVERSITY 13.1 Candidates with disabilities or additional needs must inform the Training Provider Ltd 14 days prior to commencement of the course. We will make reasonable efforts to make course adjustments where practicable. But for certain courses including work at height this may not be possible.

14 COURSE DOCUMENTATION POLICY

14.1 Course notes and handouts are for personal use only and must not be reproduced or used for other training purposes without express permission in writing from Kelly Energy Training Ltd.

15 TRAINING AT YOUR PREMISES

15.1 Where services are provided on the Client’s or the Account Holder’s premises, the aforementioned must provide evidence of public liability insurance to £5m and written evidence from your insurer that you will indemnify the Training Provider in respect of accident or injury to its staff and including an ‘indemnity to principal’ clause.

15.2 The Client or Account Holder is responsible for ensuring safe access, suitable facilities, and compliance with Kelly Energy Training Ltd’s requirements.

16 GENERAL

16.1 Neither Party shall act for, or on behalf of the other Party and shall not make any statements that wouldbind the other Party in any way.

16.2 These Terms shall not be varied unless agreed in writing by authorised representatives of both Parties.

16.3 Nothing contained in these Terms shall be construed or have effect as constituting any relationship of employer and employee, agency or joint venture or partnership between you and us.

16.4 These Terms do not confer any rights on any person or party (other than the Parties or Customer, to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.5 You shall not be entitled to assign or sub-contract these Terms to any person without our prior written agreement. We shall be entitled to assign or sub-contract our obligations under these Terms. 16.6 The Parties or Customer agree that the provisions of these Terms shall be severable. If any of its provisions hereof are held to be invalid, void or otherwise unenforceable the Parties or Customer agree that the remaining provisions shall not be affected and shall remain enforceable.

16.7 These Terms are governed by and construed in accordance with the law of England and Wales and each Party or Customer agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).