6 November 2024

These Terms and Conditions, together with the Booking Form apply to all users of the CSA Collections Learning Initiative e-learning training course (“CLI”).

1. Interpretation

 1.1 In the Agreement the following terms shall have the following meanings:

“Administrator” means the administrator appointed by the Company who shall be granted access rights in relation to CLI in accordance with clause 4 of these Terms and Conditions;

“Agreement” means the Agreement between CSA Services and the Company comprising the Booking Form and these Terms and Conditions;

“Booking Form” means the booking form for access to the Modules completed by the Company;

“Charges” means the charges as set out in the Booking Form to be paid by the Company to CSA Services in accordance with these Terms and Conditions;

“CLI Reports” means any reports generated by CSA Services’ digital learning platform in relation to the Learners access to and use of the Modules and their progress in respect of those Modules (including completion of any assessments and the results);

“the Company” means the Company named on the Booking Form;

“Credit Services Association” means Credit Services Association Limited whose registered office is at 2 Esh Plaza, Sir Bobby Robson Way, Great Park, Newcastle upon Tyne, NE13 9BA;

“CSA Services” means CSA (Services) Ltd. whose registered office is at 2 Esh Plaza, Sir Bobby Robson Way, Great Park, Newcastle upon Tyne, NE13 9BA;

“Effective Date” means the date of enrolment of a Learner in relation to a Module;

“Learner” means any individual employed or engaged by the Company who is provided by the Company with access to one or more Modules under this Agreement;

“Licence Period” means the 365 day period for which CSA Services licenses each Module under this Agreement which commences on the Effective Date or, if shorter, the period from the Effective Date until a Learner successfully passes the assessment applicable to the Module;

“Module” means any e-learning training course provided by CSA Services under this Agreement;

“Module Workbook” means the pdf format workbook that accompanies each Module;

“Purpose” means solely for internal training purposes in relation to a Learner’s role in the Company’s business; and

“Term” means the Licence Period for which CSA Services grants the licences for the Modules.

2. Grant of licence

 2.1 CSA Services grants to the Company a non-transferable non-exclusive revocable licence to permit its Learners to access and use the Modules during the Licence Period for the Purpose in return for the payment by the Company of the Charges.

2.2 In addition CSA Services grants to the Company a non-transferable, non-exclusive, perpetual licence to permit its Learners to use the Module Workbooks for the Purpose.

2.3 Any licence granted to the Company under this clause 2 is strictly limited to the Company and for the use of its Learners only. Each Learner is permitted to access and use only the Module or Modules and associated Workbooks allocated to them by the Employer and solely for the Purpose. The copying, sharing and/or distribution of any Module or Module Workbook for any purpose to any other person in the Company or otherwise is not permitted.

2.4 CSA Services reserves the right to monitor the Company’s use of CSA Services’ digital learning platform to ensure that access has not been provided and/or distributed otherwise than in accordance with these Terms and Conditions. The Company consents and will ensure that each Learner consents to CSA Services monitoring the usage of the digital learning platform to ensure that access has not been provided and/or distributed otherwise than in accordance with these Terms and Conditions.

3. Access to Modules

 3.1 Each Learner will, on the Effective Date, receive an email containing access details to the Modules and associated Module Workbooks allocated to them by the Employer.

3.2 Learners may be substituted at any time at no additional cost provided always that the Modules have not already been accessed by the original learner or learners.

3.3 The Company will take all reasonable steps to ensure that all Learners keep their login details (including any usernames and passwords) confidential, and the Company will promptly inform CSA Services should it become aware that any usernames or passwords have been lost, stolen or accessed by a third party without consent.

3.4 It is the responsibility of the Company to ensure that the e-learning technology used in CSA Services’ digital learning platform is compatible with its systems. CSA Services is not liable or responsible for any technical issues which may arise as a result of the Company’s failure to ensure such compatibility.

3.5 Due to its inherent nature the Company acknowledges that CSA Services is not liable or responsible for any delay, disruption or disturbance in the operation of the internet. The Company also acknowledges that access to CSA Services’ digital learning platform may be interrupted due to telecommunications failures which are beyond the control of CSA Services and/or scheduled downtime for repairs, maintenance and upgrading.

4. Administrator Access

4.1 The Company may appoint an Administrator who will have the functionality to create, manage, store and use the CLI Reports (and any other reports generated by CSA Services’ digital learning platform from time to time) for the Company’s internal use. Such reports may also be shared with any relevant government department or other statutory organisations, where the Company is legally required to do so.

4.2 The Company will provide contact details to CSA Services in respect of the Administrator appointed by them from time to time and CSA Services will provide access details to the Administrator.

4.3 The Administrator may contact CSA Services if there are any queries, issues or errors in regards to their administrator role.

5. Charges

 5.1 Subject to any special terms agreed between the parties, the Company agrees to pay the Charges in accordance with the terms of this Agreement.

5.2 Unless otherwise stated all Charges are exclusive of any Value Added Tax, for which the Company shall be additionally liable at the applicable rate from time to time.

5.3 CSA Services shall be entitled to invoice the Company for the Charges at any time after the Effective Date, or at such other time as may be agreed between the parties.

5.4 The Charges shall be paid by the Company (together with any applicable Value Added Tax) within thirty (30) days of the date of the invoice (the “due date”).

5.5 If payment is not made on the due date, CSA Services shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any
judgment) at the rate of 4% above the Bank of England’s base rate from time to time from the due date until the outstanding amount is paid in full.

6. Intellectual Property Rights

6.1 All copyright and related rights and any other intellectual property rights of any nature which may now or in the future subsist anywhere in the world in the Modules (including without limitation the content material, text, logos, graphics, designs, guidance notes or information of any kind and platforms contained therein) as well as in any upgrades or updates shall remain with CSA Services (or its licensors) and no part may be copied or reproduced in any way without the prior written consent of CSA Services. Except for the limited rights of use referred to in Clause 2 of these Terms and Conditions, neither the Company nor any Learner shall obtain any right, title or interest in or to the Modules.

7. Confidentiality

7.1 Save as provided in clauses 7.2 below, CSA Services will maintain as confidential all information which the Company or its Learners or Administrators disclose to CSA Services pursuant to this Agreement and shall use such information solely for the purposes of administering the CLI and performing its obligations and exercising its rights under this Agreement.

7.2 The obligations of confidentiality contained in clause 7.1 shall not apply or shall cease to apply to information which is in or comes into the public domain through no fault on the part of CSA Services, or which is required to be disclosed by law or any regulatory authority.

8. Data Protection

 8.1 The Company acknowledges and agrees that CSA Services will collect personal data pursuant to this Agreement which will include names, contact details and job titles of Learners and Administrators together with assessment results of Learners using the Modules. CSA Services and Credit Services Association (together “the CSA”) will process the personal information of Learners and Administrators provided under this Agreement in accordance with relevant data protection legislation and the CSA’s privacy notice. It will be used for the purpose of administering the CLI. The CSA will disclose personal data relating to Learners and Administrators to the Company and to the CSA’s subcontractors (such as its digital learning platform provider) who are from time to time involved in the provision of the CLI. Except as set out in this clause 8.1, the CSA shall not disclose personal data relating to Learners or Administrators to any third party without the consent of the Learner or Administrator concerned or unless it is permitted to do so under the provisions of the relevant data protection legislation.

8.2 The Company shall ensure that it informs all Learners and Administrators participating in the CLI that their personal data may be used and processed by the CSA in accordance with clause 8.1 above. The Company shall also, where applicable, obtain any necessary consent from its Learners and Administrators to such use and processing.

9. Warranties and Liability

 9.1 CSA Services warrants that it will use reasonable endeavours to ensure that the Company and its Learners are able to access and use the Modules in accordance with this Agreement and will provide the Modules or procure that they are provided, using reasonable skill and care.

9.2 CSA Services warrants that to the best of its knowledge the Modules (i) do not infringe any third party’s intellectual property rights, other proprietary rights or rights of privacy in the United Kingdom; and (ii) do not violate any law, statute or regulation in the United Kingdom.

9.3 Save as provided in clauses 9.1 and 9.2 above, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, to the fullest extent permitted by law.

9.4 Without in any way limiting clause 9.3 above, CSA Services does not give any warranty or guarantee that access to the Modules or the CLI Reports will be continuously available, uninterrupted or error free and the Company expressly acknowledges that the Modules and/or the CLI Reports may be affected by periods of unavailability including (without limitation) when they are undergoing scheduled or unscheduled maintenance or upgrading. Due to its inherent nature the Company acknowledges that CSA Services is not liable or responsible for any delay, disruption or disturbance in the operation of the internet or for access to the Modules or the CLI Reports that is interrupted due to telecommunications failures which are beyond the control of CSA Services.

9.5 Save as provided in clause 9.7 below, in no event shall CSA Services (or any of its group companies) be liable whether in contract, tort (including negligence) or otherwise under or in connection with this Agreement to the Company for loss of profits, loss of margin, loss of use, loss of contracts, loss of goodwill or any indirect, special or consequential losses of any nature whatsoever.

9.6 Save as provided in clause 9.7 below, the total aggregate liability of CSA Services (and any of its group companies) to the Company, whether in contract, (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the total Charges paid to CSA under this Agreement.

9.7 The exclusions and limitations in this clause 9 shall apply to the fullest extent permissible at law, but CSA Services does not exclude liability for death or personal injury caused by the negligence of CSA Services, its officers, employees, contractors or agents or for fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.

10. Term and Termination

 10.1 This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this clause 10 this Agreement shall continue for the Term.

10.2 Either party may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the other if the other: (i) commits a material breach of this Agreement and (if capable of remedy) fails to remedy the breach within a period of not less than fourteen (14) days after being required by written notice to do so; or (ii) goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or takes steps to obtain a moratorium or is unable to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the other suffers any similar or analogous event in any jurisdiction in consequence of debt.

10.3 CSA (Services) may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the Company if the Company fails to pay any Charges due under this Agreement by the due date and remains in default not less than thirty (30) days after being notified in writing to make such payment.

10.4 Unless otherwise agreed in writing with CSA Services, on termination or expiry of this Agreement for any reason (i) the licence granted in clause 2 shall immediately cease (ii) the access to the Administrator granted in clause 3 shall immediately cease and (iii) the Company and its Learners shall promptly cease using the Modules.

11. General

 11.1 This Agreement constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2 In the event of any inconsistency between any provision contained in the Booking Form and these Terms and Conditions the Booking Form shall take precedence.

11.3 A notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or principal place of business or such other address as set out in the Booking Form or sent by email to the address specified in the Booking Form or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.4 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.5 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

11.6 CSA Services shall be entitled to exercise any of its rights and perform any of its obligations under this Agreement acting through any of its group companies from time to time, subject to and in accordance with the provisions of this Agreement.

11.7 Save as provided in clauses 9.5. 9.6 and 11.6 in respect of CSA Services group companies a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11.8 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.

11.9 Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.