Care Academy terms and conditions of supply

1. Parties and contract structure

1.1 Parties. This agreement is between The Edge Works Limited, a company incorporated in England and Wales under company number 3406606, trading as EdgeWorks™, and the customer identified in the Order Confirmation. Unless the context requires otherwise, references to EdgeWorks™, we, us and our are to The Edge Works Limited and references to you and Customer are to the contracting business customer.

1.2 Business customers only. This agreement is made solely for business purposes. The Customer confirms that it is contracting in the course of business and that Care Academy is not being supplied for personal, domestic or consumer use.

1.3 Contract documents. The contract consists of the signed or otherwise accepted Order Confirmation, these main terms, the schedules, any agreed service description, and any other document expressly incorporated by reference. In the event of conflict, the Order Confirmation takes precedence over these main terms, and these main terms take precedence over any Customer purchase order or other standard terms.

1.4 No Customer standard terms. Any terms contained in a purchase order, procurement portal, onboarding document, supplier form or similar Customer document shall not apply unless EdgeWorks™ expressly agrees in writing.

2. Definitions and interpretation

2.1 Acceptable Use Rules. The acceptable use and end user rules set out in Schedule 2.

2.2 AI Tools. Any artificial intelligence, machine learning or automated text analysis tools used within or in connection with the Services.

2.3 Authorised User. An individual permitted by the Customer to access and use the Services under this agreement.

2.4 Care Academy. The hosted digital learning, assessment, qualification and compliance platform, together with associated support and related services described in the Order Confirmation.

2.5 Customer Data. All data, documents, submissions, records, personal data and other material inputted into, uploaded to, generated through or otherwise processed through the Services on behalf of the Customer or its Authorised Users. Customer Personal Data means personal data comprised in Customer Data and processed by EdgeWorks™ on behalf of the Customer in connection with the Services.

2.6 Data Protection Laws. All laws, regulations and binding regulatory guidance relating to privacy, confidentiality, data protection and electronic communications applicable in the United Kingdom from time to time, including UK GDPR, the Data Protection Act 2018, PECR and associated legislation as amended.

2.7 Go Live Date. The date notified by EdgeWorks™ to the Customer when the contracted site or service configuration is available for operational use.

2.8 Order Confirmation. The ordering document, proposal acceptance, renewal form or equivalent commercial record accepted by the parties setting out the Services, term, pricing and any agreed special terms.

2.9 Support Hours. The support availability stated in the Order Confirmation or, if none is stated, the summary support standard in Schedule 3.

2.10 Term. The Initial Term together with any renewal period expressly agreed under clause 4.

2.11 Interpretation. References to writing include email. References to applicable law include any amendment or replacement. The words including, includes and similar expressions are illustrative and do not limit the words preceding them.

3. Ordering, implementation and go-live

3.1 Order acceptance. An Order Confirmation becomes binding when it is signed, accepted by email, or otherwise clearly accepted by the parties in writing. EdgeWorks™ may reject a proposed order before acceptance.

3.2 Implementation. Any implementation, site configuration, data set-up or onboarding activity will be carried out as described in the Order Confirmation. The Customer shall provide timely and accurate information, decisions, access and cooperation reasonably needed for implementation.

3.3 Go live. The Services are deemed live from the Go Live Date. Delay caused by the Customer, its personnel, its employer sites or third-party dependencies shall not postpone the contractual start date unless EdgeWorks™ agrees otherwise in writing.

3.4 Pre go-live cancellation. If the Order Confirmation expressly provides a short cancellation window before go-live, cancellation within that window is subject to payment of any documented set-up, configuration, third-party or other committed costs incurred by EdgeWorks™ up to the cancellation date.

4. Term and renewal

4.1 Initial term. The agreement starts on the date the Order Confirmation is accepted and continues for the Initial Term stated in the Order Confirmation.

4.2 Renewal. Unless the Order Confirmation states otherwise, this agreement shall expire at the end of the Initial Term or any agreed renewal term. It shall not renew automatically. Any renewal must be agreed by the parties in writing, including by signed renewal form, renewal Order Confirmation, or written email confirmation by authorised representatives, on or before the end of the then current term.

4.3 Renewal pricing. EdgeWorks™ may notify proposed pricing and other terms for any renewal period on reasonable prior notice. Any revised pricing or renewal terms shall apply only if the parties agree a renewal in writing before the end of the then current term.

4.4 Renewal reminders. EdgeWorks™ may issue automated renewal reminder communications before the end of the then current term. Failure to issue or receive any such reminder shall not affect expiry under clause 4.2 or require EdgeWorks™ to continue providing the Services beyond the end of the Term.

4.5 Unused credits. The treatment of unused credits, if credits form part of the commercial model, shall be as stated in the Order Confirmation. Credits do not automatically roll forward unless the Order Confirmation expressly says they do.

5. Licence and permitted use

5.1 Service access right. Subject to payment of the charges and compliance with this agreement, EdgeWorks™ grants the Customer a non-exclusive, non-transferable right during the Term to permit the agreed number of Authorised Users to access and use Care Academy for the Customer’s internal business, workforce training, learning, assessment, qualification and compliance purposes.

5.2 No resale or bureau use. The Customer shall not resell, sub-license, white-label, lease, loan, distribute or make the Services available on a bureau, outsourcing or service-provider basis unless expressly agreed in writing by EdgeWorks™.

5.3 User accounts. Each Authorised User must have a unique user account. Shared accounts are not permitted. The Customer is responsible for maintaining accurate access allocations and promptly removing access where no longer required.

5.4 Credits and allocations. Where the Order Confirmation uses a credit-based charging model, a credit becomes billable when assigned to an identified learner or user account. Credit correction, recycling and expiry will be handled in accordance with the Order Confirmation and EdgeWorks™ operational rules then in force, provided those rules are applied fairly and consistently.

5.5 Subcontractors and sponsored learners. The Customer remains responsible for all acts and omissions of its Authorised Users, sponsored learners, employer contacts, contractors and any person using the Services through its account or on its behalf.

6. Customer responsibilities

6.1 Accurate information. The Customer shall ensure that all information supplied to EdgeWorks™ in connection with the Services is accurate, current and not misleading in any material respect.

6.2 Policies and instructions. The Customer shall ensure that its Authorised Users comply with this agreement, the Acceptable Use Rules and any reasonable service, safeguarding, security or assessment integrity instructions issued by EdgeWorks™.

6.3 Security and access management. The Customer shall keep login credentials confidential, use appropriate access controls, notify EdgeWorks™ without undue delay of suspected unauthorised access or other relevant security incidents, and co-operate reasonably with EdgeWorks™ in containment and remediation activities.

6.4 Lawful use. The Customer shall use the Services only for lawful purposes and in a manner consistent with applicable law, awarding body requirements, equality obligations, safeguarding obligations and data protection requirements.

6.5 Customer systems. The Customer is responsible for the suitability, security and reliability of its own networks, devices, internet connectivity, browsers and local systems used to access the Services unless the Order Confirmation states otherwise.

6.6 Employer-sponsored provision. Where learners are employer-sponsored, the Customer is responsible for ensuring that its own notices, consents, workforce communications and internal governance are sufficient for its use of the Services and any progress or status reporting it requests.

7. EdgeWorks™ responsibilities

7.1 Reasonable skill and care. EdgeWorks™ shall provide the Services with reasonable skill and care and in material accordance with the service description and this agreement.

7.2 Support. EdgeWorks™ shall provide support during Support Hours in accordance with the Order Confirmation or Schedule 3. Support covers reasonable assistance with use of the Services and incident handling for faults within EdgeWorks™ control.

7.3 Updates and changes. EdgeWorks™ may apply patches, maintenance releases, security updates, legal or compliance updates and other service improvements from time to time. EdgeWorks™ may modify the Services provided that any change does not materially reduce the core contracted functionality, except where the change is reasonably required for security, legal or regulatory reasons.

7.4 Suspension for protection. EdgeWorks™ may temporarily suspend all or part of the Services where reasonably necessary to protect the Services, its systems, other customers, data subjects, qualification integrity, or compliance with law or awarding body requirements. EdgeWorks™ will give notice where reasonably practicable.

8. Charges, invoicing and payment

8.1 Charges. The Customer shall pay the charges stated in the Order Confirmation. All charges are exclusive of VAT and any similar taxes unless stated otherwise.

8.2 Invoicing and due date. EdgeWorks™ may invoice in advance unless the Order Confirmation states a different billing profile. Invoices are payable within 30 days of the invoice date unless the Order Confirmation states a different due date.

8.3 Late payment. Without prejudice to any other rights, EdgeWorks™ may charge statutory interest and reasonable recovery costs on overdue sums and may suspend the Services where charges remain unpaid after written notice and a reasonable cure period.

8.4 Disputed invoices. The Customer shall notify any genuine invoice dispute promptly and in any event before the due date, giving reasonable details. The undisputed part of the invoice remains payable on time.

8.5 Price changes during term. Charges may not be increased during a committed term unless the Order Confirmation expressly allows it or the increase is directly attributable to a change in law, tax, third-party mandatory cost, or Customer-requested scope change.

9. Data protection, confidentiality and information security

9.1 Independent compliance. Each party shall comply with Data Protection Laws in relation to its own processing of personal data under or in connection with this agreement.

9.2 Controller and processor roles. The parties acknowledge that, to the extent EdgeWorks™ processes Customer Personal Data on behalf of the Customer for the provision of the Services, EdgeWorks™ acts as processor and the Customer acts as controller unless the nature of a specific processing activity means the parties act as independent controllers.

9.3 Processing terms. Where EdgeWorks™ acts as processor, the processing details and mandatory processor terms are set out in Schedule 1. The Customer instructs EdgeWorks™ to process Customer Personal Data only as needed to provide the Services, to comply with law, and to carry out documented support, security, hosting, quality assurance and related operational functions under this agreement.

9.4 Security. EdgeWorks™ shall maintain appropriate technical and organisational measures designed to protect Customer Personal Data and other confidential information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access, taking into account the nature of the data and the risks presented by the processing.

9.5 Personal data breaches. EdgeWorks™ shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data and shall provide reasonable cooperation in investigating, containing and responding to the breach.

9.6 International transfers. EdgeWorks™ shall not transfer Customer Personal Data outside the United Kingdom except in compliance with Data Protection Laws and with appropriate safeguards where required.

9.7 Service communications and marketing. EdgeWorks™ may send operational, service, security, billing and legal communications necessary for the Services. Any direct marketing communications will be handled in accordance with Data Protection Laws and electronic marketing rules.

9.8 Confidentiality. Each party shall keep confidential all confidential information obtained from the other in connection with the agreement and shall use it only for the purposes of the agreement, except where disclosure is required by law, regulator, court order or awarding body requirement, or is made to professional advisers, auditors or subcontractors on a need-to-know basis and subject to confidentiality obligations.

10. AI, assessment integrity and regulated use

10.1 Use of AI by EdgeWorks™. Where AI Tools are used by EdgeWorks™ to support marking, review, quality assurance, feedback drafting or other professional processes, such tools are used only to support professional judgement. AI Tools do not make autonomous assessment decisions. Final judgement remains with appropriately qualified personnel.

10.2 Use of AI by the Customer and Authorised Users. The Customer shall not, and shall ensure that Authorised Users do not, use AI Tools in a way that undermines assessment integrity, fairness, validity, equality of opportunity, safeguarding, or compliance with applicable awarding body rules.

10.3 Restricted data use. The Customer shall not upload learner work, special category data, confidential assessment material or other Customer Data to public or uncontrolled AI systems where doing so would breach confidentiality, data protection law, Customer obligations to learners or employers, or the rules of this agreement.

10.4 Audit and escalation. EdgeWorks™ may investigate suspected misuse of AI in connection with the Services and may take protective action, including suspension, referral through quality assurance routes, and notification to awarding organisations, regulators or the Customer where reasonably required.

11. Intellectual property rights

11.1 Ownership. All intellectual property rights in the Services, the platform, software, workflows, service documentation, training assets, templates and know-how belonging to EdgeWorks™ or its licensors remain vested in EdgeWorks™ or its licensors. No rights are granted except as expressly set out in this agreement.

11.2 Customer Data ownership. As between the parties, the Customer retains all rights in Customer Data. The Customer grants EdgeWorks™ the limited rights necessary to host, process, back up, transmit, display and otherwise use Customer Data for the purpose of performing the agreement.

11.3 Feedback. EdgeWorks™ may use general feedback, suggestions and ideas provided by the Customer to improve the Services, provided EdgeWorks™ does not identify the Customer or disclose Customer confidential information without consent.

11.4 IP infringement indemnity. EdgeWorks™ shall defend the Customer against any third-party claim that the Customer’s authorised use of the Services in accordance with this agreement infringes a United Kingdom intellectual property right, and shall pay damages and reasonable costs finally awarded or agreed in settlement, provided that the Customer promptly gives notice, does not admit liability, and allows EdgeWorks™ sole conduct of the defence and settlement. This indemnity does not apply to claims arising from Customer Data, Customer instructions, use outside the agreed scope, or combination with items not supplied by EdgeWorks™ where the infringement would not otherwise have arisen.

12. Warranties and disclaimers

12.1 Service warranty. EdgeWorks™ warrants that during the Term the Services will perform in all material respects in line with the agreed service description when used in accordance with the documentation and this agreement.

12.2 Customer warranty. The Customer warrants that it has the right to provide Customer Data and instructions to EdgeWorks™ for processing under this agreement and that such use will not infringe the rights of any third party or breach applicable law.

12.3 Remedy for warranty breach. If the Services do not materially conform to clause 12.1, the Customer shall notify EdgeWorks™ with reasonable particulars. EdgeWorks™ shall use reasonable endeavours to investigate and, where the issue is verified and within its control, correct the non-conformity. If EdgeWorks™ cannot do so within a reasonable period, the Customer may terminate the affected Services and receive a refund of prepaid charges for the period after termination in respect of the affected Services.

12.4 Excluded warranties. Except as expressly stated in this agreement and to the extent permitted by law, all other conditions, warranties and terms that might otherwise be implied are excluded. EdgeWorks™ does not warrant that the Services will be uninterrupted or error free at all times.

13. Liability

13.1 Unlimited liabilities. Nothing in this agreement excludes or limits either party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

13.2 Excluded losses. Subject to clause 13.1, neither party shall be liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or any indirect or consequential loss.

13.3 General cap. Subject to clauses 13.1 and 13.4, the total aggregate liability of EdgeWorks™ arising in any contract year shall not exceed 100 per cent of the charges paid or payable by the Customer in that contract year for the affected Services.

13.4 Higher cap for data and confidentiality claims. Subject to clause 13.1, the total aggregate liability of EdgeWorks™ for breach of clause 9, breach of confidentiality, or personal data breach caused by its failure to comply with this agreement shall not exceed 150 per cent of the charges paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

13.5 Fair allocation. The parties acknowledge that the charges and liability structure reflect the agreed allocation of risk and the business nature of this agreement.

14. Suspension and termination

14.1 Expiry at end of term. This agreement shall expire automatically at the end of the Initial Term or any agreed renewal term unless the parties have agreed a renewal in accordance with clause 4.2.

14.2 Termination for material breach. Either party may terminate this agreement immediately on written notice if the other commits a material breach which is incapable of remedy or, if capable of remedy, is not remedied within 30 days after receipt of written notice requiring remedy.

14.3 Termination for insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, ceases to trade, enters liquidation or administration other than for a solvent reconstruction, or is unable to pay its debts as they fall due.

14.4 Suspension. EdgeWorks™ may suspend the Services without liability where the Customer materially breaches this agreement, poses a security or regulatory risk, misuses the Services, threatens qualification integrity, or fails to pay undisputed charges after notice and a reasonable cure period.

14.5 Effect of termination. On expiry or termination, the Customer’s right to use the Services ends, subject to any short transition period expressly agreed by EdgeWorks™. Clauses intended to survive termination shall continue in force.

15. Exit, data return and retention

15.1 Exit request window. Provided the Customer has paid all undisputed charges due, the Customer may request a copy of Customer Data in a reasonable export format within 30 days after termination or expiry.

15.2 Exit assistance. Reasonable exit assistance beyond standard export may be charged by EdgeWorks™ at the current professional services rates if agreed by the parties.

15.3 Deletion and retention. After expiry of the exit request window, EdgeWorks™ may delete or anonymise Customer Data in accordance with its retention controls, except to the extent continued retention is required by law, regulatory requirement, awarding body obligation, dispute hold, security recordkeeping or other documented lawful basis.

15.4 Core records. Nothing in this agreement requires EdgeWorks™ to delete data that must be retained for certification integrity, audit, safeguarding, complaints handling, legal defence or compliance purposes, provided such data continues to be processed only for those purposes.

16. Complaints, safeguarding and conduct routes

16.1 Learner complaints. Learner complaints about programme delivery, assessment or service experience must be handled through the applicable complaints and appeals route published by EdgeWorks™.

16.2 Data protection complaints. Complaints about the handling of personal data may be raised through the EdgeWorks™ data protection complaints route, including the DPO contact published by EdgeWorks™ from time to time.

16.3 Safeguarding and welfare concerns. Safeguarding, Prevent, exploitation, serious welfare and related conduct concerns must be escalated without delay through EdgeWorks™ safeguarding procedures. Nothing in this agreement restricts appropriate safeguarding referrals or information sharing where lawful and proportionate.

17. General

17.1 Variation. No variation to this agreement is effective unless agreed in writing by authorised representatives of both parties, except that EdgeWorks™ may update policies, support procedures and operational standards where the change is non-material or reasonably required for security, law or regulation. Material adverse changes will be notified on reasonable prior notice. For the avoidance of doubt, no such update shall materially reduce the Customer’s core contractual rights or increase charges during a committed term unless expressly permitted elsewhere in this agreement.

17.2 Assignment. Neither party may assign or transfer this agreement without the other’s prior written consent, not to be unreasonably withheld or delayed, except that EdgeWorks™ may assign to a group company or in connection with a corporate reorganisation or sale of the relevant business.

17.3 Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it notifies the other promptly and uses reasonable endeavours to mitigate the effects. If such an event continues for more than 60 days, either party may terminate the affected Services on written notice.

17.4 Notices. Formal notices under this agreement must be in writing and sent by email to the notice contacts set out in the Order Confirmation or to such replacement address as notified in writing. Legal notices to EdgeWorks™ may also be sent to its registered office. Routine operational communications may be sent by normal business email.

17.5 Entire agreement. This agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, correspondence and arrangements relating to that subject matter. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

17.6 Third-party rights. A person who is not a party to this agreement has no right to enforce any of its terms except where this agreement expressly states otherwise.

17.7 Governing law and jurisdiction. This agreement and any dispute arising out of or in connection with it shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.