Date

Course Provider Accreditation

Agreement

1
Course Provider Accreditation Agreement (v2)

Table of Contents
PARTIES ............................................................................................................................................ 3
RECITALS ......................................................................................................................................... 3
1

Definitions and Interpretations .............................................................................................. 3

Appointment and scope ........................................................................................................ 9

Changes to appointment and scope ..................................................................................... 9

Fees and payment................................................................................................................. 9

NEBOSH obligations ........................................................................................................... 10

Provider obligations ............................................................................................................. 11

Courses and Course Programme compliance .................................................................... 12

Monitoring compliance ........................................................................................................ 14

Examination procedures and compliance ........................................................................... 14

10

Teaching, Assessment Tasks and moderation .................................................................... 15

11

Students and Candidates .................................................................................................... 16

12

Agents ................................................................................................................................. 17

13

Intellectual Property Rights ................................................................................................. 18

14

Use of the Website .............................................................................................................. 19

15

Advertising and promotion .................................................................................................. 19

16

Termination .......................................................................................................................... 20

17

Liability ................................................................................................................................ 21

18

Warranties and Indemnity ................................................................................................... 21

19

Data Protection.................................................................................................................... 23

20

Confidentiality ...................................................................................................................... 24

21

Audit, Inspection and Rights to Information ........................................................................ 25

22

General ................................................................................................................................ 25

23

Governing Law .................................................................................................................... 26

Schedule 1

Conditions and restrictions

Schedule 2

Fee schedule

Schedule 3

Student terms and conditions

Schedule 4

Use of the Approved Logo

Schedule 5

Course Providers Handbook

Schedule 6

Sanctions

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Course Provider Accreditation Agreement (v2)

THIS AGREEMENT is made on the

day of

20[]

PARTIES
(1)

The National Examination Board in Occupational Safety and Health a company

organised under the laws of England and Wales, with the company registration number
02698100, whose registered office is at Dominus Way, Meridian Business Park, Leicester,
Leicestershire LE19 1QW ("NEBOSH").

(2)

[
] a company organised under the laws of [
],
company number [
], whose registered office is at [
] having its
principal place of business at [
](the "Provider").
Or
"[XYZ College] incorporated under the laws of [INSERT COUNTRY] whose address is at
[INSERT ADDRESS]"

Each a party and collectively the parties.

RECITALS
(A)

NEBOSH is a leading international provider of accredited and recognised health and

safety, environmental and risk management qualifications both directly and through
Accredited Course Providers upon which students can obtain NEBOSH Qualifications.

(B)

The Provider is engaged, directly and through its Agents in the business of providing
courses and examinations to students and wishes to become an Accredited Course
Provider.

(C)

NEBOSH hereby appoints the Provider as an Accredited Course Provider of NEBOSH

recognised health and safety, environmental and risk management courses subject to the
terms and conditions of this Agreement.

For the avoidance of any doubt the recitals shall form part of this Agreement.

NOW IT IS AGREED AS FOLLOWS

1

Definitions and Interpretations

1.1

The following terms shall have the following meanings:

Accreditation
Condition

means a requirement which the Provider must meet, with

deadlines, relating to non-compliance with Accreditation
Criteria. For the avoidance of any doubt an Accreditation
Condition may be imposed at any stage or as a result of
ongoing monitoring;

Accreditation
Criteria

means the minimum requirements specified by NEBOSH

that a Provider must meet in order to achieve or maintain
accreditation to offer NEBOSH Course Programmes as

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Course Provider Accreditation Agreement (v2)

specified by NEBOSH in writing from time to time;

Accredited Course
Provider

shall mean a college, teaching establishment, institution or

other entity which is accredited or approved by NEBOSH
to organise and offer Course Programmes to Students and
enter Candidates for NEBOSH Assessment Tasks. The
term centre is commonly used by the Regulatory
Authorities to denote the same;

Agent(s)

means any third party individual, body or organisation

whether a group company, subsidiary or otherwise of the
Provider;

Agreement

shall mean this agreement together with all schedules,

policies and other documents attached or referred hereto,
as amended from time to time in accordance with the
terms and conditions contained herein;

Application Form

means the form completed by the Provider prior to entering

into this Agreement which represents the basis upon which
NEBOSH entered into this Agreement with the Provider;

Approved Logo

means the version of the NEBOSH logo given to the

Provider (whether in electronic form or otherwise) that
includes the applicable Course Provider Number for
promotional and advertising purposes as further set out in
Schedule 4;

Assessment

means the process of making judgements about the extent

to which a Candidates work meets the Assessment
Criteria for a Qualification or Unit, or part of a Unit;

Assessment
Criteria

means the requirements that Candidates need to meet in

order to achieve success (or a given grade) in a
Qualification or Unit or part of a Unit;

Assessment
Task(s)

means any form of internal or external assessment

including written, oral and/or practical Examinations, tests,
assignments and projects;

Assessor

means the person named in the Providers Application

Form, who is responsible for Marking NEBOSH
Assessment Tasks that undergo Internal Assessment by
the Provider;

Awarding

means the process through which Candidates grades are

determined on the basis of assessment evidence;

Awarding Body

means an organisation or consortium that awards

Qualifications.
For the avoidance of any doubt an
Awarding Body must be recognised by the Regulatory
Authorities to be able to award Qualifications;

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Course Provider Accreditation Agreement (v2)

Commencement
Date

means the date stated at the start of this Agreement;

Complaints Policy

means the NEBOSH policy setting out details of how

Students and Candidates can make complaints, which is
available on the NEBOSH Website or can be requested
directly from NEBOSH;

Candidate

means a person who is registered with an Awarding Body

for an Examination to undertake Assessment Tasks for a
Qualification or Unit;

Confidential
Information

means information (whether or not recorded in

documentary form, or stored on any magnetic or optical
disk or memory) relating to the business, products, affairs
and finances of NEBOSH for the time being confidential to
NEBOSH and trade secrets including, without limitation,
technical data and know-how relating to the business of
NEBOSH or any of its or their business contacts;

Course
Programme(s)

means a programme of learning in respect of the courses

given by the Provider to prepare Students for Assessment
Tasks in order to obtain a NEBOSH Qualification or Unit;

Course Provider
Handbook

means the NEBOSH Course Provider Handbook as set out

in Schedule 5 and amended from time to time;

Course Provider
Number

means the unique reference number allocated

NEBOSH to the Provider for identification purposes;

Course Provider
Interface

means the online services provided by NEBOSH through

the Website;

Enrolment

means the process of formally notifying NEBOSH of a

student who is undertaking a course programme with a
Provider which will lead to a NEBOSH qualification.
Enrolment is a requirement for students taking NEBOSH
Diploma-level qualifications. Enrolled students must still
register as Candidates to undertake Assessment tasks;

Examination

means the controlled conditions specified by NEBOSH

during which Candidates respond to Assessment Tasks.
This includes written examinations (a written response will
produce a Script) and practical examinations;

Examiner

means an individual with subject expertise responsible for

the Marking of Candidate performance against defined
standards typically expressed as Assessment Criteria or a
mark scheme using their professional judgement;

External

means where Assessment Tasks are set, and Candidates

responses are marked, by the Awarding Body rather than
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Course Provider Accreditation Agreement (v2)

by

Assessment

the Provider;

Fees

means the charges levied by NEBOSH for its services, as

more specifically detailed in clause 4 and Schedule 2;

Guide(s)

means the NEBOSH publication containing the Syllabus,

Assessment Tasks and Specification for a NEBOSH
Qualification;

Intellectual
Property Rights

means any and all patents, trademarks (including the

Approved Logo), rights in domain names, rights in designs,
copyrights and database rights (whether registered or not
or any applications to register or rights to apply for the
registration for any of the foregoing) rights in confidential
information and all intellectual property rights of a similar or
corresponding character which may subsist now or in the
future in any part of the world;

Internal
Assessment

means an assessment where Candidates responses to

Assessment Tasks are marked by the Candidates Course
Provider, subject where appropriate to external moderation
or verification by the Awarding Body;

Malpractice/

means any deliberate activity, neglect, default or other

practice by Candidates and/or the Provider that
compromises the integrity of the assessment process,
and/or the validity of the certificates/Qualification.
Malpractice may include a range of issues from collusion
or use of unauthorised material by Candidates, to the
failure to maintain appropriate records or systems by the
Provider to the deliberate falsification of records for the
purpose of completion of a course, Unit and/or
Qualification.
Further details of what constitutes
Malpractice and the NEBOSH Malpractice Policy are
available on request and on the Website;

Malpractice Policy

Marking

means the process by which Examiners use a mark

scheme and professional judgment to assess Candidate
responses to Assessment Tasks;

Qualification

means an award made by an Awarding Body for

demonstration of achievement or competence;

Question Paper(s)

means a document generated by NEBOSH and forwarded

to the Provider containing the Assessment Tasks to which
Candidates provide written responses during an
Examination which produces a Script;

Regulatory
Authorities

means Government-designated statutory organisations

required to establish national standards for qualifications
and secure consistent compliance with them;

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Course Provider Accreditation Agreement (v2)

Rules

means the rules and regulations that may be set out by

NEBOSH and/or the Regulatory Authorities from time to
time including the terms of this Agreement, Instructions for
Conducting Examinations and the Malpractice Policy and
any other policies issued by NEBOSH from time to time
which may also be found on the Website;

Sanctions

means the NEBOSH sanctions for accredited noncompliance as set out in Schedule 6 and amended from
time to time;

Script

means a Candidates written response to an Assessment

Task;

Services

means the organisation and provision of the courses by

the Provider through the Tutor or Team in accordance with
this Agreement, the Student Terms, and the Course
Provider Handbook using its best endeavours to enhance
the reputation and quality of NEBOSH, the Qualifications,
the Syllabus and the Assessment Task;

Specification

means the complete description, including mandatory and

optional aspects of the Syllabus,
Assessment Task
arrangements and performance requirements for a
Qualification;

Student

means an individual who has signed up for a course with

the Provider. A Student may also be a Candidate if they
have registered with NEBOSH for an Examination;

Student Terms

means the NEBOSH General Conditions for Students

relating to Enrolment with NEBOSH and registration for
NEBOSH Examinations as set out in Schedule 3 from time
to time amended;

Syllabus

means an outline and summary of topics to be covered by

a Qualification in accordance with the Guide and
Specification;

Team

means a team of Tutors specified by the Provider in its

Application Form;

Term

means from the Commencement Date;

Trackback

means the recommended form of secure courier delivery

allowing the current status of a package to be followed
while it is in transit;

Tutor

means the person(s) specified by the Provider in its

Application Form responsible for delivery of a Course
Programme in order to prepare Students for Assessment

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Course Provider Accreditation Agreement (v2)

Tasks set for a NEBOSH Qualification or Unit;

Unit

means the smallest part of a Qualification that is capable

of certification in its own right. Units may be designed as
part of a specific Qualification or group of Qualifications, or
designed independently (e.g to be taken for stand-alone
certification or to attract credit and be built up towards
qualifications). Units may consist of separately assessed
components. For the avoidance of doubt none of this
implies that Units must be taught or delivered as discrete
entities;

Venue(s)

means the location/premises specified by the Provider

where the course delivery and/or Examination takes place;

Website

means the internet website http//:www.nebosh.org.uk.

1.2

All of the terms and conditions of any schedules, Application Form and any other
associated/supporting documents including any amendments thereto, are
incorporated herein to this Agreement and made a part hereof as if such terms and
conditions were set forth in this Agreement. The parties agree that in the event of
any conflict, the terms of this Agreement (as amended) shall control the parties
rights and obligations and shall prevail over all other documents.

1.3

References to clauses and schedules are to the clauses and schedules of this
Agreement and references to paragraphs are references to paragraphs in the
relevant schedule.

1.4

The schedules attached to this Agreement form an integral part of this Agreement.

1.5

Unless the context otherwise requires, words importing the singular include the
plural and vice versa, references to any gender include every gender and
references to persons include an individual, company, corporation, firm,
partnership, unincorporated association or body of persons.

1.6

The headings to clauses, schedules and paragraphs are inserted for convenience
only, have no legal effect and shall not affect the interpretation of this Agreement.

1.7

Reference to include and including are to be construed without limitation.

1.8

Reference to days means working days unless specified to be otherwise

1.9

References to any statute or statutory provisions will, unless the context otherwise
requires, be construed as including references to any earlier statute or the
corresponding provisions of any earlier statute, directly or indirectly amended,
consolidated, extended or replaced by such statute or provision, or re-enacted in
such statute or provision, and to any subsequent statute or the corresponding
provision of any subsequent statute directly or indirectly amending, consolidating,
extending, replacing or re-enacting the same and will include any orders,
regulations, instruments, or other subordinate legislation made under the relevant
statute or statutory provision which are in force prior to the date of this Agreement
or subsequently.
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Course Provider Accreditation Agreement (v2)

1.10

A reference to writing or written includes faxes but not e-mail.

Appointment and scope

2.1

NEBOSH wishes to appoint the Provider as an Accredited Course Provider for the
provision of the Services during the Term.

2.2

In consideration of payment of the Fees NEBOSH shall permit the Provider for the
Term to offer to Students the NEBOSH courses which may lead to the NEBOSH
Qualifications.

2.3

The Provider shall only perform the Services to the extent agreed and as set out in
Schedule 1. Schedule 1 also sets out any specific conditions and/or details upon
which the Provider can sub-licence the terms of this Agreement to Agents in order
for Agents to offer the same on the same terms to Students.

2.4

A Provider being given status as Accredited Course Provider does not mean that
NEBOSH has approved all teaching and course materials as being satisfactory and
fit for purpose, and it is the responsibility of the Provider to ensure that all teaching
and course materials are satisfactory and fit for purpose.

2.5

For the avoidance of any doubt, the Provider acknowledges and agrees that
NEBOSH shall be free at any time and without obligation reserves the right to
appoint other providers and continue to offer other providers in the same territory
as the Provider the same rights and obligations given to the Provider under this
Agreement.

Changes to appointment and scope

3.1

If the Provider wishes to extend the Term or make any changes relating to any of
the rights under schedule 1 to include offering additional NEBOSH courses, it shall
submit a written request for NEBOSHs consideration. The written request should
follow the lines of the Application Form and should contain sufficient detail as set
out in the Application Form in order for NEBOSH to make a decision.

3.2

Any written request pursuant to clause 3.1 must be lodged with NEBOSH at least 6
(six) weeks before the expiry date of the Term or the proposed commencement of
any additional courses (as the case may be).

3.3

The Provider will be expected to satisfy the Accreditation Criteria and an overall
assessment of the Provider, it Agents may be undertaken by NEBOSH to ensure
the Provider and/or any agreed Agents can comply with the quality standards
required by NEBOSH and the Regulatory Authorities.

3.4

NEBOSH may impose conditions at any stage of this Agreement with deadlines,
relating to non-compliance with Accreditation Criteria. Any such conditions and
changes shall be set out in an amended schedule 1.

Fees and payment

4.1

In consideration of the benefits provided to the Provider under the terms of this
Agreement including NEBOSH making the Provider an Accredited Course Provider,
the Provider agrees to pay NEBOSH the Fees (exclusive of Value Added Tax and

9
Course Provider Accreditation Agreement (v2)

any other taxes, duties or import which fall due) in accordance with the terms of
this Agreement.

4.2

NEBOSH reserves the right at any time to charge additional fees to the Provider in
relation to any changes which the Provider makes which leads to an additional
expense and/or cost to NEBOSH. For the avoidance of any doubt changes to the
Venue, the submissions set out in the Application Form and any other material
changes upon which the Provider offered to provide the Services may be regarded
as an additional expense.

4.3

All Fees are payable upon presentation of an invoice by NEBOSH in Pounds

Sterling. The Provider will not be entitled to withhold or reduce any payment
required by NEBOSH to be made under the terms of this Agreement for any reason
whatsoever.

4.4

All invoices must be paid by the Provider within the agreed credit terms, for the
avoidance of doubt time is of the essence.

4.5

If NEBOSH do not receive prompt payment of the Fees as set out in schedule 2
and any other fees from time to time that fall due under the terms of this
Agreement, without prejudice to any other rights NEBOSH may terminate this
agreement in accordance with clause 17.

4.6

Without prejudice to its other rights NEBOSH shall be entitled to charge interest on
overdue payments at the rate of 4% above the base rate from time to time at
National Westminster Bank plc until payment is received by NEBOSH in full. If the
Course Provider is based overseas 4% above the Bank of England base rate will
apply.

4.7

NEBOSH reserves the right to amend Fees or introduce new fees (which, once
implemented, shall be deemed 'Fees' for the purposes of this Agreement) by giving
3 months' notice to Providers. NEBOSH shall act in good faith when assessing
changes to the Fees.

4.8

Where the Provider pays Fees on behalf of a Student prior to the Provider receiving
cleared funds from the Student and the Student fails to reimburse the Provider with
such payment, the Fees shall be non refundable and NEBOSH shall have no
liability to the Provider and shall not refuse to mark or award the relevant
Qualification to the Student.

4.9

NEBOSH reserves the right to use details of the Provider and its Agents and to
supply such details to third parties such as credit reference agencies in order to
carry out credit checks. The Provider hereby gives (and shall procure all its Agents
to give) all necessary consents to permit NEBOSH to carry out such checks.

NEBOSH obligations
5.1

NEBOSH shall during the Term:

5.1.1

provide all assistance, information and documentation in NEBOSHs

custody, power, control which is reasonably necessary for the Provider to
perform and/or provide the Services and will continue to provide such
information during the Term of this Agreement; and

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Course Provider Accreditation Agreement (v2)

5.1.2

allow the Provider to use the NEBOSH Approved Logo, which is a

registered trade mark or any other marks, registered or unregistered, of
which NEBOSH is the proprietor provided that such use complies with the
regulations set out in Use of NEBOSH logo (Schedule 4 of this
document). Any other use of NEBOSHs marks shall be subject to
NEBOSHs prior written approval as to size, colour, location and such
matters as NEBOSH may reasonably desire to control which may or may
not be set out in NEBOSHs branding guidelines; and

5.1.3

act dutifully and in good faith towards the Provider in connection with the
performance of its obligations under this Agreement; and

5.1.4

comply with all laws in force anywhere in the United Kingdom and all byelaws having the force of law anywhere in the United Kingdom which are
applicable to the Course Programmes

Provider obligations
6.1

The Provider shall during the Term:

6.1.1

promptly, diligently and professionally provide the Services in accordance

with the terms of this Agreement and in accordance with the various
NEBOSH policies in force, NEBOSHs reasonable instructions and as
NEBOSH may advise from time to time; and

6.1.2

provide the Services in accordance with any standards that NEBOSH or the
Regulatory Authorities may set out from time to time, conduct itself in an
orderly and businesslike manner and comply with all laws and byelaws of a
governmental nature applicable to the Provider and NEBOSH; and

6.1.3

except as otherwise provided in this Agreement, at all times during the

Term obtain, maintain and make available all necessary assets, equipment,
premises, vehicles, personnel and other facilities required for the supply of
the Services to the Students and Candidates; and

6.1.4

ensure any reporting systems software is maintained and secure at all

times; and

6.1.5

ensure that the manner in which it performs or provides the Services does
not have any adverse effect on the name, trading image Approved Logo or
business of NEBOSH; and

6.1.6

to act dutifully and in good faith toward NEBOSH in all matters relating to
the performance of its obligations under this Agreement; and

6.1.7

not delegate any duties or obligations arising under this Agreement to any
Agents or other third parties otherwise than may be expressly permitted
under its terms and then only on the condition that the Provider shall
remain primarily liable in respect of those duties or obligations; and

6.1.8

not employ Agents, sub-agents or contractors to perform the Services other

than as expressly set out in this Agreement or unless it has the prior written
consent/approval of NEBOSH; and

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Course Provider Accreditation Agreement (v2)

6.1.9

inform NEBOSH in advance and provide NEBOSH with reasonable details

thereof of any event or circumstance which the Provider is aware (or ought
reasonably to have been aware) is likely to have a materially detrimental
effect on NEBOSH and/or the Services; and

6.1.10

obey NEBOSH's lawful orders and instructions in relation to the

performance of the Services and, in the absence of any such orders or
instructions in relation to any particular matter, to act in such manner as the
Provider ought reasonably to have considered to be most beneficial to
NEBOSH; and

6.1.11

when carrying out the Services at the Venue, comply with and shall procure
that its personnel shall comply with all of the policies and procedures for the
time being in force; and

6.1.12

not describe itself as agent or representative of NEBOSH and/or commit or

bind NEBOSH in any way except as expressly authorised by NEBOSH in
writing; and

6.1.13

not make any representations or to give any warranties to Candidates

and/or Students in relation to NEBOSH, the courses, Course Programmes,
Examinations, Task Assessment or any other such matters and refer the
same to NEBOSH; and

6.1.14

provide promptly in writing full details of any change in the name, address,
trading name or ownership of the Provider or its approved Agents; and

6.1.15

ensure all Fees and other amounts levied by the Provider in relation to this
Agreement and charged to the Students (the "Price") are expressed clearly
and unambiguously in writing (and, where appropriate, itemised) prior to
the commencement of a Course Programme to which the Student is
enrolled and the Price must state clearly whether it is inclusive or exclusive
of all sums associated with an Examination; and

6.1.16

ensure all Students confirm that they have read and understood the
Student Terms and a record of the same is retained by the Provider and
produced to NEBOSH upon request.

Courses and Course Programme compliance

7.1

The Provider agrees that it will provide the Course Programme in accordance with
the terms of this Agreement and will comply with the Rules.

7.2

The Specification together with the Guide shall form the basis of any Course
Programme leading to a Qualification the Provider wishes to offer.

7.3

The Provider agrees to send to NEBOSH within 7 days of request at any time and
from time to time copies or sample copies (as NEBOSH may specify in its sole
discretion) of all course notes to be used in the Course Programme whether
prepared by Tutors, Agents or other employees or subcontractors of the Provider.

7.4

Any significant change proposed by the Provider to the presentation of any Course
Programme must be notified in writing to NEBOSH in advance for the prior written
approval of NEBOSH (which approval may be denied by NEBOSH in its sole

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Course Provider Accreditation Agreement (v2)

discretion).
Such proposed changes include (but are not limited to) the
composition of the Team, the duration of the Course Programme, mode of delivery,
and any other factor that may have a material affect on the basis of accreditation.

7.5

If a Tutor is incapacitated or otherwise unavailable other than in the immediate

short-term, NEBOSH must be notified promptly in writing together with a summary
of the proposed alternative arrangements.

7.6

Any changes to the Assessors previously approved by NEBOSH will be subject to

the prior written approval of NEBOSH, and NEBOSH may in its sole discretion
approve or reject any new Assessor.

7.7

The Provider shall:

7.7.1

comply with all applicable laws, statutes, and regulations relating to antibribery and anti-corruption including but not limited to the Bribery Act 2010;

7.7.2

not engage in any activity, practice or conduct which would constitute an

offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity,
practice or conduct had been carried out in the UK;

7.7.3

have and shall maintain in place throughout the term of this agreement its
own policies and procedures, including but not limited to adequate
procedures under the Bribery Act 2010, and will enforce them where
appropriate;

7.7.4

promptly report to NEBOSH any request or demand for any undue financial
or other advantage of any kind received by the Provider in connection with
the performance of this Agreement;

7.7.5

immediately notify NEBOSH (in writing) if a foreign public official becomes

an officer or employee of the Provider or acquires a direct or indirect
interest in the Provider (and the Provider warrants that it has no foreign
public officials as officers, employees or direct or indirect owners at the
date of this Agreement);

7.8

The Provider shall ensure that any person associated with the Provider who is
performing services in connection with this Agreement does so only on the basis of
a written contract which imposes on and secures from such person terms
equivalent to those imposed on the Provider in this clause 7 (the "Relevant
Terms"). The Provider shall be responsible for the observance and performance
by such persons of the Relevant Terms, and shall be directly liable to NEBOSH for
any breach by such persons of any of the Relevant Terms.

7.9

If the Provider fails to perform or observe any of the Relevant Terms, and if
requested by NEBOSH:
7.9.1

where the breach is not capable of remedy, NEBOSH shall have the option
to terminate this Agreement immediately; or

7.9.2

where the breach is capable of remedy, NEBOSH shall give notice that the
Agreement is to terminate 30 days from the date of the notice being given
unless the Provider has remedied the breach within that period.

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Course Provider Accreditation Agreement (v2)

7.10

Monitoring compliance
8.1

For the purpose of this clause 7, the meaning of adequate procedures and foreign
public official and whether a person is associated with another person shall be
determined in accordance with section 7(2) of the Bribery Act 2010 (and any
guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and
section 8 of that Act respectively. For the purposes of this clause 7 a person
associated with the Provider includes but is not limited to any subcontractor of the
Provider.

For the purpose of Accreditation Criteria and general quality assurance and for
monitoring compliance with the terms of this Agreement, the Provider undertakes to
allow NEBOSH, its representatives and the Regulator all reasonable access to:
8.1.1

the Course Programmes, (including, but not limited to, access to Venues
and to Tutors, Assessors, personnel involved with the assessment process
and Students); and

8.1.2

physical access to the Providers premises, systems (including secure

areas of any websites) and classes, including course administration,
support services and materials.

8.2

Such access includes monitoring visits, unannounced inspection visits by NEBOSH

and/or its representatives and / or the Regulator at the time of Examinations. Visits
at other times will normally be undertaken on not less than fourteen (14) days
written notice by NEBOSH, except when NEBOSH considers in its sole discretion
that it has exceptional reason to call unannounced.

8.3

Where NEBOSH reasonably believes the Provider has committed a breach of the
Malpractice Policy NEBOSH may, at its discretion, impose such conditions (at the
Providers expense) on the Provider for the running of a Course Programme or
holding of an Examination as NEBOSH deems appropriate.

8.4

The Provider acknowledges that if there has been any finding by NEBOSH of
Malpractice by the Provider NEBOSH may direct that it will not be permitted to
register Candidates for NEBOSH Examinations.

Examination procedures and compliance

9.1

The Provider shall notify NEBOSH of the Venue where any Examination is to be
held and NEBOSH shall have a right to inspect such Venue prior to the
commencement or end of any Examination.

9.2

Where the Provider changes the Venue it has notified to NEBOSH pursuant to
clause 9.1 as the location for an Examination it shall notify NEBOSH in advance of
the Examination being held at such new location.

9.3

NEBOSH will despatch Question Papers for Examinations no later than five (5)
working days prior to the relevant Examination date to the address given to
NEBOSH by the Provider.

9.4

The Provider hereby undertakes to comply with any security obligations as notified
by NEBOSH from time to time.

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Course Provider Accreditation Agreement (v2)

10

9.5

The Provider agrees to notify NEBOSH immediately when it has and/or each
Venue has received the Examination Question Papers.

9.6

The Provider undertakes at its own expense within two (2) working days after the
date of the Examination to send Question Papers, completed Examination Scripts
and a full list of Candidates who sat the Examination to NEBOSH by secure
Trackback courier facility or by such other means as NEBOSH may specify from
time to time.

9.7

Any risk with regard to Examination Scripts shall not pass to NEBOSH until it
receives the same.

9.8

The Provider agrees to send details of its Examination, investigation and security
procedures to NEBOSH within seven (7) working days of any request by NEBOSH
for such details.

9.9

The Provider agrees to consult NEBOSH and/or the NEBOSH Instructions for
Conducting Examinations Policy in relation to any further information it requires on
Examination Procedures.

Teaching, Assessment Tasks and moderation

10.1

The Provider undertakes that it, its Agents, employees, and subcontractors will at
all times conduct the teaching of Students in a professional and efficient manner
and will carry out Candidate Internal Assessments in accordance with the Guides
for the relevant NEBOSH Qualification and any further guidance issued by
NEBOSH from time to time.

10.2

The Provider undertakes that it will give appropriate guidance to Students as

specified in the Guides for the relevant NEBOSH Qualification and any further
guidance issued by NEBOSH from time to time.

10.3

The Provider agrees and undertakes that it will despatch Candidate Scripts for
Assessment Tasks undertaken by the Provider as set out in the Guides.

10.4

The Provider agrees and undertakes that it will retain all Scripts marked (for
example, practical Examinations and workplace-based assignments and projects)
on behalf of Candidates for such periods of time as NEBOSH may specify from
time to time and despatch such Scripts to NEBOSH by Trackback or other secure
means when NEBOSH so requests.

10.5

If the Marking of any Provider based Assessment Task differs substantially from the
Marking criteria of NEBOSH, then NEBOSH shall be entitled to impose upon the
Provider an alternative Marking system or Marking by an alternative body which
shall be immediately implemented by the Provider.

10.6

The Provider agrees and undertakes that it will:

10.6.1

make all of their Students aware of the Malpractice Policy immediately prior
to the commencement of each Course Programme and, in particular (but
not by way of limitation) of the arrangements set out in the Malpractice
Policy relating to investigations; and

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Course Provider Accreditation Agreement (v2)

10.6.2

10.7

ensure all Students have access to a copy of the Student Terms at all times
and in particular prior to a Student entering into a Course Programme and /
or register for a NEBOSH assessment.

Where Registering or Enrolling candidates with NEBOSH, the Provider undertakes

to ensure that:
10.7.1

if completed online, it will comply with the relevant requirements of the

Course Provider Interface; or

10.7.2

in all other cases, Students complete and sign NEBOSH registration and
enrolment forms;

prior to commencing a Course Programme.

10.8

Any NEBOSH enrolment forms signed pursuant to clause 10.7.2 shall be returned
to NEBOSH by the specified closing date.

10.9

NEBOSH reserves the right to implement all Registrations and Enrolments through
the NEBOSH Course Provider Interface.

10.10 NEBOSH agrees to check that Internal Assessments are monitored by the
Awarding Body to ensure that such assessments are reliable, fair and consistent
with required standards, between Assessors, between Accredited Course Providers
and will make adjustments to results where required to compensate for any
differences in standards that are encountered.

11

Students and Candidates

11.1

The Provider agrees and undertakes to ensure that:

11.1.1

Students register as Candidates for each individual NEBOSH Assessment

Task the Student wishes to take.

11.1.2

Enrolled Students register as Candidates for individual NEBOSH diplomalevel examinations and Assessment Tasks. This will incur a registration fee
payable by the Candidate.

11.1.3

if any Students wish to transfer to a different Accredited Course Provider

then the Provider will act reasonably and do whatever is reasonable in the
circumstances to seek to permit such transfer.

11.2

Any suspected Malpractice or breach of the Malpractice Policy by a Student,

Candidate or Provider must be reported to NEBOSH without delay, any failure to
report any Malpractice shall be considered a material breach of this Agreement.

11.3

NEBOSH will notify the Provider within a reasonable time if NEBOSH receives
complaints relating to the Provider.

11.4

NEBOSH will deal with all complaints as specified in its Complaints Policy without
prejudice to any other rights NEBOSH may have.

11.5

The Provider agrees and undertakes that it will abide by and comply with the rules
set out in the Complaints Policy and any decisions made by NEBOSH against the
Provider.

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Course Provider Accreditation Agreement (v2)

12

13

11.6

In the event of an unavoidable course termination, the Provider agrees to provide

reasonable advance notice to Students including any Candidates and NEBOSH,
and will continue to provide Tutor support and Examination facilities at the Venue
(appropriate to the NEBOSH Qualification) for a minimum of two standard
Examination sittings following the course end date, or arrange for the transfer of
Students to another Accredited Course Provider with the same method of course
delivery, at no additional cost to the Student or NEBOSH.

11.7

The Provider agrees to using its best endeavours that no conflict of interests will
arise between it, its Agents, any of its staff or Students.

Non-Compliance
12.1

Subject to clause 12.2, in the event that the Provider does not comply with its
obligations under this Agreement, the Sanctions (see schedule 6) will apply in
accordance with the level and frequency of irregularities listed in the Sanctions.

12.2

The Provider acknowledges that the Sanctions are a guide only and NEBOSH
reserves the right to apply whatever sanctions it deems fit, regardless of whether or
not it is included within the Sanctions.

Agents
13.1

The Provider may only use Agents to provide the Services who have been
approved by NEBOSH as set out in schedule 1. The Provider is in no
circumstances able to enter into agreements with Agents without NEBOSHs prior
written consent.

13.2

NEBOSH will provide written consent if it is satisfied that the Agent can comply fully
with the terms of this Agreement.

13.3

The Provider will be primarily liable for all the actions/omissions/non compliance of
any Agent and the Provider must ensure that the Agents comply fully with the terms
of this Agreement.

13.4

The Provider shall make clear to the public, Students and Candidates in any
advertising and/or marketing details of the organisation performing the Services
and the nature of the relationship between the Provider and the Agent.

13.5

Any literature or correspondence supplied by an Agent to Students, Candidates

(potential or otherwise), must clearly identify the Accredited Course Provider
providing the Services and the Agents relationship to the Provider.

13.6

The Provider shall remain fully responsible for the administration and invigilation of
all Examinations and Assessment Tasks.

13.7

Agents cannot:
13.7.1

represent themselves as an Accredited Course Provider; or

13.7.2

communicate with NEBOSH on the Providers behalf; or

13.7.3

enter the NEBOSH Website to amend the Provider details.

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Course Provider Accreditation Agreement (v2)

14

13.8

In its Application Form the Provider must list all third party interests applicable to its
application and inform NEBOSH of any additional third party ventures which it
acquires during the Term.

13.9

NEBOSH reserves the right to refuse and/or withdraw any rights or benefits
conferred upon an Agent through this Agreement during the Term of this
Agreement.

Intellectual Property Rights

14.1

Where the Provider uses the Approved Logo, the Provider shall faithfully and
accurately reproduce the colour, design, and appearance of the Approved Logo as
advised to the Provider by NEBOSH (including the Course Provider Number and
any trade mark notices) and comply with any brand guidelines issued by NEBOSH
in respect of the same.

14.2

Where the Provider uses any NEBOSH images, it shall do so on a stand-alone

basis and shall not modify, add to or remove any part of such NEBOSH images
unless prior consent has been obtained.

14.3

The Provider shall not use and shall procure its Agents not to use the Approved
Logo or any other Intellectual Property Right other than in accordance with this
Agreement or in any way which might be obscene or defamatory or bring into
disrepute NEBOSH, the NEBOSHs brand, the NEBOSHs Intellectual Property
Rights or the rights and interests of NEBOSH.

14.4

The Provider shall ensure that the Agent does not use any of the Intellectual
Property Rights (including the Approved Logo) in any way which expressly or by
implication may create an association between the Agent and NEBOSH (unless
prior written consent has been given).

14.5

The Provider agrees that it will only use the Approved Logo in the manner and for
the purposes specified by NEBOSH in writing and will not use any logo, trade mark
or name of NEBOSH other than the Approved Logo relating to the courses.

14.6

The Provider agrees (and shall procure its Agents) to immediately cease all use of
any rights relating to NEBOSH Intellectual Property Rights (including the Approved
Logo) when this Agreement is terminated or when the Provider or its Agent is
otherwise in breach of this Agreement.

14.7

All Intellectual Property Rights in all Assessment Tasks and Question Papers and
Examiners reports submitted by NEBOSH to the Accredited Course Provider and
in all trade marks, logos (including the Approved Logo) and names of NEBOSH
shall remain vested in NEBOSH.

14.8

The Provider is not authorised to reproduce or distribute Examination papers

and/or Examiners reports without the prior written consent of NEBOSH and (if
NEBOSH gives such consent) upon such terms as NEBOSH may specify.

14.9

Upon the expiration or termination of this Agreement the Provider shall (and shall
procure the Agent) to cease any and all display of the Approved Logo or any other
Intellectual Property Right of NEBOSH. The Provider also agrees not to register or
use any trademark or trade name confusingly similar to NEBOSHs trademarks,

18
Course Provider Accreditation Agreement (v2)

trade name or Approved Logo nor to use or register any package designs or
advertising copy of other indicia of origin associated with NEBOSH.

14.10 The Provider will immediately bring to the notice of NEBOSH any improper or
wrongful use of the Approved Logo or any other Intellectual Property Right of
NEBOSH.

14.11 The Provider shall indemnify NEBOSH against any loss or third party claims it may
receive arising from any breach of this clause 14.

15

16

Use of the Website

15.1

The Provider may only access, use and/or link to the Website (whether through
hyperlinks or otherwise) in accordance with the terms of use posted by NEBOSH
from time to time on the Website and only for the Term of this Agreement.

15.2

The Provider warrants that it, its Agents, employees and subcontractors will not
divulge the passwords for the Website to any third party.

15.3

The Provider shall not and shall procure any of its Agents not to:
15.3.1

set up any websites which are the same or similar to the Website;

15.3.2

use any Approved Logo or any other logo which is confusingly similar to the
Approved Logo on any website;

15.3.3

create or operate (whether directly or indirectly) any website which could

confuse, misrepresent NEBOSH Website and the Provider or Agents
website.

15.4

The Provider undertakes (and shall procure its Agents) to ensure that any website
it uses to promote its Course Programmes or other services shall not have a
domain name or sub-domain name which includes the word NEBOSH, for
example www.abc-nebosh.com; or www.nebosh-abc.com unless such words are
used as a folder name, following on from the Course Provider name, for example.
www.abc.com/nebosh would be acceptable since here the word NEBOSH is a
folder name.

15.5

Where NEBOSH believe that the Provider or Agent is in breach of clauses 15.3 or
15.4 without prejudice to any other rights NEBOSH may have NEBOSH may
proceed to terminate this agreement in accordance with 17.1.1. For the avoidance
of any doubt such actions in breach of clauses 15.3 or 15.4 on the part of the
Provider or its Agents shall amount to a material breach.

Advertising and promotion

16.1

The Provider may only advertise, promote and/or market any association with
NEBOSH in accordance with the terms of this Agreement (in particular schedule 1)
and any specific terms that NEBOSH may issue to the Provider from time to time.

16.2

The Provider shall ensure that any Agents do not advertise, promote and/or market
any association with NEBOSH unless prior written consent has been obtained from
NEBOSH. In all cases the Provider shall be primarily responsible for any such
advertising, promotion and/or marketing undertaken by its Agent.

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Course Provider Accreditation Agreement (v2)

17

16.3

The Provider undertakes that it will not (and shall procure its Agents will not) issue
any statement which is inaccurate nor do any act or thing which will bring NEBOSH
into disrepute.

16.4

The Provider also warrants that all details contained in its advertisements will be
accurate.

Termination
17.1

Either party may terminate this Agreement immediately by notice in writing if the
other party:
17.1.1

commits a material breach of any of the terms of this Agreement and, if

such breach is capable of remedy, fails to remedy the breach within 30
days of receiving notice from the terminating party specifying the breach
and requiring the breach to be remedied;

17.1.2

enters into liquidation whether compulsorily or voluntarily (otherwise than

for the purposes of a solvent amalgamation or reconstruction);

17.1.3

becomes insolvent;

17.1.4

ceases or threatens to cease to carry on business;

17.1.5

compounds or makes any voluntary arrangement with its creditors;

17.1.6

is the subject of a notice of appointment of an administrator, or a notice of

intention to appoint an administrator or liquidator;

17.1.7

is unable to pay its debts as they fall due;

17.1.8

has an encumbrancer take possession of, or a receiver or administrative

receiver appointed over, all or any part of its assets; or

17.1.9

takes or suffers any similar action due to debt,

17.1.10 or if the equivalent of any of the events described at clause 17.1.2 to 17.1.9

inclusive under the law of any jurisdiction occurs in relation to the other
party.

17.2

NEBOSH may terminate this Agreement if the Provider:

17.2.1

fails to continue to meet the Accreditation Criteria;

17.2.2

fails to make any payment due to NEBOSH on the due date for payment;

17.2.3

its Agents (whether agreed by NEBOSH or otherwise) fails to comply with

the terms of this Agreement;

17.2.4

fails to comply with the policies issued by NEBOSH from time to time
including, the Malpractice Policy.

17.2.5

fails to register Candidates and/or Students to any NEBOSH course in any

twelve month period.

17.2.6

fails to comply with any conditions pursuant of clause of 3.4.

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Course Provider Accreditation Agreement (v2)

17.3

NEBOSH may at any time by notice in writing terminate this Agreement as from the
date of service of such notice if there is a change of control, as defined by sections
450 and 451 (or section 1124 (as appropriate)) of the Corporation Tax Act 2010, in
the Provider or any other time where there is at any time a material change in the
management, ownership or control of the Provider.

17.4

The expiry or termination of this Agreement for any reason shall not affect any
rights and/or obligations:

17.5

18

19

17.4.1

accrued before the date of termination or expiry; or

17.4.2

expressed or intended to continue in force after and despite expiry or

termination.

Where this agreement has been terminated the Provider may not under any
circumstances (unless agreed otherwise with NEBOSH) use, advertise, publicise or
otherwise market itself as an Accredited Course Provider. The Provider in such
circumstances may reapply for accreditation as an Accredited Course Provider but
will be subject to all fees, charges, procedures, assessment and vetting in respect
of a new application.

Liability
18.1

The total liability of NEBOSH or any of its employees to the Provider or its Agents
arising under or in connection with this Agreement, whether arising in contract, tort
(including but not limited to negligence) or otherwise shall not exceed in aggregate
a sum equal to the Fees received by NEBOSH from the Provider at the time such
liability arises, and NEBOSH agrees to indemnify the Provider accordingly.

18.2

Notwithstanding any of the terms and conditions of this Agreement NEBOSH shall
not be liable in contract, tort (including negligence) or otherwise for any:
18.2.1

loss of profit, loss of revenue and/or profits (whether arising directly or

indirectly); or

18.2.2

indirect or consequential losses arising out of or in connection with this

Agreement.

18.3

Nothing in this Agreement shall limit or exclude either partys liability for death or
personal injury caused by negligence, for fraudulent misrepresentation or to the
extent that such limitation or exclusion is not permitted by applicable law.

18.4

The rights and remedies of each of the parties under this Agreement shall be
without prejudice to any other rights and remedies at law or in equity.

Warranties and Indemnities

19.1

The Provider warrants and represents to NEBOSH that:

19.1.1

it shall carry out the Services with reasonable care and skill in a timely and
professional manner; and

19.1.2

all personnel, Tutors, Teams which the Provider appoints to carry out
obligations under this Agreement, are skilled, experienced and qualified
individuals to perform the Services; and
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Course Provider Accreditation Agreement (v2)

19.1.3

it shall comply with all relevant laws, regulations and codes of practice in
carrying out the Services; and

19.1.4

all information given to NEBOSH under this Agreement is true, accurate,

complete and not misleading. To the extent that if any information is not
provided to NEBOSH, or is no longer accurate, NEBOSH reserves the right
to suspend the Services until correct and complete information is provided.

19.2

The Provider hereby warrants that it has obtained all necessary consents for the
course notes to be reproduced and sent to NEBOSH and for use by NEBOSH of
the same.

19.3

The Provider hereby warrants and represents that:

19.3.1

it has shown Students the Students Terms; and

19.4

The Provider hereby indemnifies NEBOSH against any and all losses, claims,
damages, costs, charges, penalties, fines and expenses, including reasonable
legal fees therefrom, arising out of or in connection with the Provider not complying
with its obligations under clause 19.3.

19.5

The Provider warrants that its teaching and Course materials are satisfactory in all
respects to adequately prepare Students for Assessment Tasks for NEBOSH
Qualifications or Units within a Qualification and that the use of such materials will
not breach, infringe or make unauthorised use of any third party rights.

19.6

The Provider warrants that all Venues used for teaching and/or Assessment Tasks
will provide access for all Students and Candidates in accordance with all relevant
legislation and will be safe and fit for purpose.

19.7

If the Provider publishes details of pass rates achieved by Candidates for NEBOSH
Assessment Tasks, the Provider warrants that such details will be accurate.

19.8

The Provider hereby represents and warrants that:

19.8.1

it has full and exclusive authority to enter into this Agreement;

19.8.2

it shall indemnify, defend and hold NEBOSH harmless, on demand, from

and against any and all actions, causes of action, claims, proceedings and
demands of whatsoever nature or kind, as well as from and against all
damages, liabilities, obligations, losses, costs, charges, penalties, fines,
and expenses, including reasonable legal fees resulting therefrom, arising
out of or in connection with or as a consequence of the performance or
non-performance of this Agreement by the Provider; and/or the
performance of the Services by the Provider, whether or not such actions,
causes of action, claims, proceedings and demands arises during or after
the Term; and

19.8.3

the individual executing this Agreement on behalf of the Provider has all
requisite corporate authority to act on behalf of the Provider and to make
this Agreement the valid and binding obligation of the Provider.

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Course Provider Accreditation Agreement (v2)

20

Data Protection
20.1

The terms Personal Data, Data Controller, Data Processor and Process
(and Processing) shall have the meanings given to them in the Data Protection
Act 1998 (DPA)

20.2

The Provider confirms that it will have the necessary consents to Process Person
Data from all Tutors, Assessors, Candidates and Students and other persons
whose names are set out in the Application Form or received through Course
Provider Integration or which are otherwise submitted to NEBOSH in the
Application Form, Course Provider Integration, or in writing and for the purpose of
NEBOSH protecting its rights and enforcing the terms of this Agreement and its
policies (including but not limited to the Malpractice Policy).

20.3

To the extent the Provider Processes any Personal Data as part of performing its
obligations under this Agreement (Data), the Provider shall:
20.3.1

be a Data Processor in respect of the Data (NEBOSH being the Data

Controller);

20.3.2

Process the Data only in accordance with the instructions of NEBOSH (and
Processing necessary to comply with this Agreement shall be deemed to
be an instruction);

20.3.3

comply with obligations equivalent to those imposed on NEBOSH as Data

Controller under the seventh data protection principle set out in the DPA,
and in particular:
(a)

ensure that it has and maintains appropriate safeguards for the

security of the Data including, without limitation, appropriate
technical and organisational security measures to prevent unlawful
Processing of, and accidental loss or destruction of or damage to,
the Data,

(b)

having regard to the state of technological development and the

cost of implementing any measures, and the harm that might result
from its unauthorised or unlawful Processing or accidental loss,
destruction or damage;

(c)

take reasonable steps to ensure the reliability of its employees and

(without prejudice to sub-clause (d) below) any third parties who
have access to the Data (including Agents), and ensure that those
employees and third parties are aware of the Provider's obligations
under this Agreement;

(d)

not disclose the Data to, or allow access to the Data by, any third
party other than as required by law;

(e)

maintain in place and operate procedures to enable compliance on

the NEBOSHs behalf with requests for information made under the
DPA by any person in respect of whom the Provider Processes
Data;

(f)

provide reasonable assistance to NEBOSH in respect of NEBOSHs

compliance with the DPA;
23

Course Provider Accreditation Agreement (v2)

provide reasonable access to the Providers offices and systems to

enable NEBOSH to verify the extent to which the Provider is
complying with this clause 20; and

(h)

not Process any Data in, or export any Data to, any country outside
the European Economic Area unless it is obvious and necessary to
do so in the circumstances and/or unless prior written consent has
been obtained from NEBOSH.

20.4

If the Provider receives any complaint, notice or communication which relates

directly or indirectly to the Processing of Personal Data or to either party's
compliance with the DPA and the data protection principles set out therein, it shall
immediately notify NEBOSH and it shall provide NEBOSH with full co-operation
and assistance in relation to any such complaint, notice or communication.

20.5

The Provider warrants that:

20.6

21

(g)

20.5.1

it will process the Personal Data in compliance with all applicable laws,
enactments, regulations, orders, standard and other similar instruments;
and

20.5.2

it will take appropriate technical and organisational measures against the

unlawful Processing of Personal Data and against the accidental loss or
destruction of, or damage to, Personal Data to ensure NEBOSH's
compliance with the seventh data protection principle.

The Provider shall indemnify and keep indemnified NEBOSH against any and all
losses, claims, costs, demands, expenses and liabilities arising from any
infringement of the DPA and the obligations set out in this clause 20.

Confidentiality
21.1

The Provider will not disclose or use or cause to be disclosed or used, at any time
during or subsequent to this Agreement, any secret or Confidential Information of
NEBOSH or any other non public information relating to the business, financial or
other affairs of NEBOSH acquired by the Provider except as required by NEBOSH
in connection with the performance of the Agreement or as required by law.

21.2

The Provider shall take all appropriate measures with their Agents and employees
and/or potential Agents, employees to carry out the terms of clauses 21.1.

21.3

All notes, computer disks and tapes, memoranda, correspondence, records,

documents and other tangible items made, used or held by the Provider in relation
to the Confidential Information in the course of providing the Services will be and
remain at all times the property of NEBOSH. At any time, whether prior to or upon
the termination or expiration of this Agreement, the Provider shall promptly on
request deliver to NEBOSH all such tangible items which are in the Providers
possession or under the Providers control relating to NEBOSH, its business affairs
and clients and/or the Services and the Provider may not make or retain copies.

21.4

A party may disclose information subject to this clause 21 to the extent required by
law, by any governmental or other regulatory authority or by a court or other
authority of competent jurisdiction.

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Course Provider Accreditation Agreement (v2)

21.5

22

23

This clause 21 shall survive termination of this Agreement or any part of it.

Audit, Inspection and Rights to Information

22.1

At any time during the Term of this Agreement and thereafter until expiration of
twenty four (24) months after the date of termination of this Agreement, NEBOSH
and its auditors shall have the right to have access to and the right to audit any of
the
books,
electronic
communications,
vouchers,
receipts,
records,
correspondence, memoranda and other similar documents of the Provider, its
Agent and of any sub-contractor of the Provider relating to the computation of
invoices, Examinations, Candidates, Students, Enrolment and any other such
matter which NEBOSH have a reasonable right to access and inspect.

22.2

The Provider shall preserve and shall use all reasonable endeavours to cause its
Agents to preserve all of said books, records and other similar documents during
the period mentioned in clause 22.1.

22.3

NEBOSH shall have the right to carry out an inspection and audit of the Providers
health, safety and environmental systems and procedures applicable or relevant to
the Services and Venues and the Provider shall afford all reasonable access to
those books and records, and provide such assistance as NEBOSH or its auditors
may reasonably require for such purpose.

General
23.1

The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity of any other provision. Any invalid provision shall be deemed severed
from this Agreement, and the balance of the Agreement shall be construed and
enforced as if the Agreement did not contain the particular provision or provisions
held to be invalid or unenforceable.

23.2

Without prejudice to any rights which have already accrued to either of the parties,
this Agreement (which for the avoidance of doubt includes the Application Form,
Course Provider Integration and the Student Terms) contains all the terms which
the parties have agreed in relation to the transactions provided for this Agreement
and unless expressly stated otherwise in this Agreement supersedes all provisions,
contracts,
arrangements,
representations
(other
than
fraudulent
misrepresentations) or understanding between the parties whether written, arising
from custom or oral.

23.3

The Provider shall not permit or authorise the making of any reference to this
Agreement in any press release, publication or advertisement whatsoever without
prior written agreement from NEBOSH which will not be unreasonably withheld.

23.4

Failure or delay by either party in exercising any rights, power or remedy of that
party under this Agreement shall not in any circumstances impair such rights,
power or remedy nor operate as a waiver of it. The single or partial exercise by
either party of any right, power or remedy under this Agreement shall not in any
circumstances preclude any other or further exercise of it or the exercise of any
other rights, power or remedy.

23.5

All rights granted to either of the parties shall be cumulative and not exhaustive of
any rights and remedies provided by law.
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Course Provider Accreditation Agreement (v2)

23.6

All rights not specifically and expressly granted to the Provider by this Agreement
are reserved to NEBOSH.

23.7

Neither party shall without the prior written consent of the other assign, transfer or
otherwise dispose of any part of its rights and obligations under this Agreement
save that the Provider may sub-contract any part of the Services required to be
performed (under this Agreement or under any contract made hereunder) provided
that it has obtained the prior written approval of NEBOSH.

23.8

Unless stated otherwise in this Agreement, the parties do not intend that any of the
terms of this Agreement will be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person not a party to this Agreement.

23.9

Notwithstanding NEBOSH's consent and approval no contract with Agents shall

relieve the Provider from any of its obligations or liabilities under this Agreement
and, in relation to the obligations so subcontracted to an Agent, the Provider shall
be responsible for the acts, defaults and omissions of any such sub-contracted
Agent, its agents or servants as fully as if they were the acts, defaults or omissions
of the Provider, its agents or servants. The Provider shall at all times continue to
provide active supervision of any work done by an Agent.

23.10 Nothing is this Agreement shall constitute, or be deemed to constitute, a

partnership, joint venture, commercial agency between the parties save as set out
in this Agreement.

23.11 Each party shall pay its own costs and expenses incurred in connection with the
preparation and execution of this Agreement.

23.12 Each party warrants it has the power and authority to enter into this Agreement and
has obtained all necessary permits and approvals to do so.

23.13 Any communication with NEBOSH by an accredited provider must be undertaken

in English, both written and verbal.

23.14 This Agreement may only be varied, modified or amended by written agreement of
both parties.

24

Governing Law

This Agreement is governed by and shall be constructed in accordance with the laws of England
and Wales. The parties agree to submit to the exclusive jurisdiction of the English Courts

26
Course Provider Accreditation Agreement (v2)

The parties to this Agreement may sign this Agreement by electronic signature (whatever the form
the electronic signature takes) and agree that such method of signature shall be equally
conclusive of their intention to be bound by the terms and conditions of this Agreement as if signed
with the manuscript signature of both parties.

SIGNED BY:

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

duly authorised for and on behalf of NEBOSH

Name:

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

Job Title:

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

Date:

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

SIGNED BY:

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

duly authorised for and on behalf of the Provider

Name:

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

Job Title:

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

Date:

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

Footnote
The active contract issued to the Provider upon accreditation will incorporate a schedule setting
out those qualifications which the Provider is accredited to offer and any conditions or restrictions
imposed upon the accreditation (Schedule 1). It will also incorporate a list of the fees applicable at
the time of accreditation (Schedule 2) and a copy of the NEBOSH policy Use of the NEBOSH
Approved Logo (Schedule 4).

27
Course Provider Accreditation Agreement (v2)

Schedule 1: Conditions and Restrictions

28
Course Provider Accreditation Agreement (v2)

Schedule 2: Fees

29
Course Provider Accreditation Agreement (v2)

Schedule 3: Student Terms

30
Course Provider Accreditation Agreement (v2)

Schedule 4: Use of the Approved Logo

31
Course Provider Accreditation Agreement (v2)

Schedule 5: Course Provider Handbook

32
Course Provider Accreditation Agreement (v2)

Schedule 6: NEBOSH Sanctions

33
Course Provider Accreditation Agreement (v2)