Terms & Conditions

AGREEMENT

For the provision examinations on behalf of the Register of Logistics Instructors

In this Agreement

Vocational Training Charitable Trust, Company number 02050044 and Charity number 295192 (trading as VTCT Skills (“VTCT Skills”); AND
[ ] of [ ], Company number [ ] (The Approved Examination Centre (AEC)). Each shall be a “Party” and together shall be the “Parties”.

Whereas:

The Approved Examination Centre (AEC) is approved by VTCT Skills to conduct examination of LGV Instructors, Driver Trainer Assessors (DTA) or Driver Assessors (DA) under the VTCT Skills - Register of Logistics Instructors (RLI).
VTCT Skills will provide quality assurance to the AEC for the certification and registration of each Candidate associated with the VTCT Skills - RLI qualification.

AEC

It is agreed as follows:

1. Provision of the Services

Subject to the remainder of this clause and upon the terms of this Agreement, VTCT Skills shall provide Examination Centre and Examiner Approval Services (“Services”) as set out Schedule 1 to the AEC at the AEC’s order.
VTCT Skills shall perform the Services it provides to the AEC with reasonable

2. Commencement and Duration

This Agreement shall commence on the Commencement Date and continue until this agreement is terminated in accordance with clause 12 (Termination).

3. Charges and Payment

In consideration of the provision of the Services by VTCT Skills, the AEC shall pay the Charges as set out in the Charges Sheet.
Payment of the Charges shall be in accordance with an invoice to be issued by VTCT Skills, the terms of which (other than the obligation to pay, which is set out in this Agreement) shall be in accordance with the Invoicing Policy, and, not be inconsistent with the other terms of this Agreement (with the other terms of this Agreement taking precedence in the case of such inconsistency).
Where the Charges are set out in a Charges Sheet, the payable Charges shall be those described in the Charges Sheet at the time of the issuing of an invoice by VTCT Skills unless agreed otherwise and evidenced in the agreed invoice.
Each Party shall comply with any reasonable request from the other Party to supply information or data to the requestor in connection with any Services under this Agreement.
Each Party shall assist and cooperate with the other in relation to any audit or investigation of its authorised representatives or auditors.

4. Cancellation, Transfers and Substitutions

VTCT Skills reserves the right to cancel or arrange an alternative date for a RLI Examiner course. In the event of cancellation by VTCT Skills, the AEC will be entitled to a full refund of the course fee, but VTCT Skills shall not be liable for any other loss or expense arising.
The AEC may cancel the RLI Examiner course booking by notifying VTCT Skills in writing by acknowledged email or by recorded delivery. The AEC shall also be deemed to have cancelled the course booking if the delegate does not attend the course. The cancellation period starts the day after notification is received by VTCT Skills and does not include the first day of the course. The AEC shall be liable to pay a cancellation fee as follows:
- Number of Days’ Notice Proportion of Course Fee Payable
- 0-5 Working Days 100%
- 6-10 Working Days 50%
- 11-25 Working Days 10%
All refunded amounts will be subject to an administration fee £20.
If the delegate is unable to attend the course booked, VTCT Skills will endeavour to transfer the delegate to an alternative RLI Examiner course. If this is requested 25 or more Working Days from the start date of the original course, then the only charges applicable will be an administration fee of £20 (plus VAT) plus any difference in course price. If a transfer is requested within 25 Working Days, then the cancellation fee above shall be payable.
VTCT Skills will endeavour to accommodate requests by the AEC to substitute one delegate for another but is under no obligation to do so. In the event of substitution, the AEC shall pay an administration fee of £20 plus any unavoidable costs (plus VAT) relating to the change.

5. Intellectual Property Rights

The Parties agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, Know-How and any other Intellectual Property Rights whatsoever owned by either Party before entering into this Agreement or developed by either party during the term of this Agreement, shall remain the property of that Party.
Each Party has a licence to utilise the intellectual property of the other solely to fulfil its obligations under this

6. Confidentiality

Each Party shall during the term of this Agreement and thereafter keep secret and confidential all Intellectual Property Rights or Know-How or other business, technical or commercial information (“Confidential Information”) disclosed to it as a result of the Agreement and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of this Agreement or save as expressly authorised in writing by the other
The obligation of confidentiality contained in this clause shall not apply or shall cease to apply to any Confidential Information which:
1. at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this Agreement by the receiving Party;
2. is already known to the receiving Party as evidenced by written records at the time of its disclosure by the disclosing Party and was not otherwise acquired by the receiving Party from the disclosing Party under any obligations of confidence;
3. is at any time after the date of this Agreement acquired by the receiving Party from a third Party having the right to disclose the same to the receiving Party without breach of the obligations owed by that Party to the disclosing Party;
4. is lawfully required to be disclosed to the External Quality Assurance Organisation or any public authority; or,
5. is reasonably and lawfully required to be disclosed to any professional adviser, consultant, contractor or other person engaged by the ESFA in connection with this Agreement.

This clause creates an obligation of confidentiality in relation to the Employer and shall be capable of being relied upon by it.

7. Data Protection

The Parties shall (and shall procure that any of their staff and any Subcontractor involved in connection with the activities under the Agreement shall) comply with the requirements of any successor law dealing with data protection applicable in England & Wales relating to the processing of data (including, for the avoidance of doubt, Regulation (EU) 2016/679, the “GDPR”, collectively the “Data Protection Legislation”).
In accordance with the GDPR, both Parties shall jointly determine the purposes and means of processing Personal Data in relation to Apprentices, including special categories of data (as referred to in Article 9(1) GDPR), and shall be joint controllers of that Personal Data (as referred to in Article 26 GDPR ‘Joint controllers’).
Pursuant to Article 26 GDPR, the Parties set out their respective responsibilities for compliance with the Data Protection Legislation herein:
1. The AEC shall gain all necessary consents from Data Subjects required by and in accordance with the Data Protection Legislation as is necessary for the provision of EPA Services under this Agreement;
2. The AEC shall have the responsibility to provide the information to be provided to the Data Subject as set out in Articles 13 and 14 GDPR;
3. The AEC shall gather Personal Data as is necessary for the provision of EPA Services under this Agreement;
4. VTCT Skills shall process Personal Data as is necessary for the provision of EPA Services under this Agreement; and,
5. The AEC shall make the essence of this arrangement in relation to the respective roles and relationships of the Parties as Joint controllers available to the relevant Data Subjects.
Each Party, as a Data Controller in relation to Apprentices’ Personal Data shall comply with its obligations under the Data Protection Legislation in relation to that Personal Data and shall aid the other Party in its compliance.

8. Limitation of Liability

The liability of VTCT Skills under this Agreement is limited to the amount paid to VTCT Skills under
The liability of the AEC under this Agreement is limited to the reasonable costs incurred by VTCT Skills in arranging the Services. For the avoidance of doubt, such reasonable costs may also comprise an element linked to profit.

9. Warranties

VTCT Skills warrants, undertakes and agrees that:
1. it has not committed, nor shall it commit, any Prohibited Act;
2. it shall comply, or cooperate with AECs in complying, with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Apprentices and any other employees or persons carrying out activities in connection with the provision of the Services;
3. it has, and adheres to, adequate procedures for dealing with any conflicts of interest;
4. it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction;
5. all information that it discloses to any public authority pursuant to this Agreement shall be to the best of its knowledge and belief complete, true and accurate;
6. it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations under this Agreement; and
7. as of the date on which it begins to provide services under this Agreement there has been no material change in its financial position or prospects since the date of its last accounts which would reasonably be expected or would or does affect the performance of its obligations under this Agreement.

10. Termination

Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
1. the other Party commits a material breach of any term of this Agreement;
2. the other Party commits a breach of this Agreement which is irremediable or which it fails to remedy before the deadline specified in a written request from the innocent Party requiring the breach to be remedied;
3. the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
4. the innocent Party becomes aware of any fraud or financial irregularity by the other Party in connection with this Agreement;
5. any employee or other individual carrying out activities on behalf of a Party has (a) acted dishonestly or negligently at any time in connection with this Agreement or (b) taken any actions which, in the reasonable opinion of the innocent Party, bring or are likely to bring the innocent Party or the Employer’s name or reputation into disrepute (save where the actions of the innocent Party or the Employer have substantially or wholly caused such disrepute);
6. the AEC commits or committed a Prohibited Act;
7. there occurs, in respect of the other Party, any Insolvency Event or Change of Control which, in the reasonable opinion of the innocent Party, may affect the other Party’s ability to comply with its obligations under this Agreement; or

it has, in the reasonable opinion of the other Party, committed an act of serious

Without affecting any other right or remedy available to it, either party may terminate this Agreement for any reason by giving not less than 30 days’ notice in writing to the other Party, or such shorter or longer notice period as may be mutually agreed in writing between them.
Following the termination of this Agreement, the clauses dealing with the following shall remain in full force and effect: Definitions and interpretation; Information, Audit and Reporting; Intellectual Property Rights; Data Protection; Limitation of Liability; Notices; Dispute Resolution; Joint and Several Liability; and, Governing Law.

11. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

12. Assignment

Neither Party may, without the prior written consent of the other Party, assign, transfer, or in any other way make over to any third party the benefit and/or the burden of this Agreement.

13. Variation

Subject to explicit provision in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties.

14. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original

15. Waiver

No failure or delay by either party to exercise any right or remedy under this Agreement shall be construed as a waiver of any other right or remedy.

16. Notices

All notices and other communications in relation to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, e-mailed, or mailed (first class postage prepaid) to the address of the relevant Party, as referred to above or otherwise notified in writing. If personally delivered or if e-mailed all such communications shall be deemed to have been given when received (except that if received on a non-working day or after 5.00 pm on any working day they shall be deemed received on the next working day) and if mailed all such communications shall be deemed to have been given and received on the second working day following such mailing.

17. Dispute Resolution

Any dispute arising in relation to this Agreement shall be resolved in the following manner and order: The Parties shall endeavour to resolve the dispute in good faith. Should that endeavour not result in a resolution, then either Party may propose a mediation process to resolve the dispute. The other Party shall be free to reject such proposal. Should such a proposal be rejected, not made or fail to resolve the dispute, the Dispute shall be finally resolved by the courts of England and Wales.

18. No Partnership or Agency

This Agreement shall not create any partnership or joint venture between the Parties, nor any relationship of principal and agent, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.

19. Joint and Several Liability

Where either Party is not a company nor an incorporated entity with a distinct legal personality of its own, the individuals who enter into and sign this Agreement on behalf of that Party shall be jointly and severally liable for its obligations and liabilities arising under this Agreement.

20. Entire Agreement

This Agreement (including any Order Form issued pursuant to it) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter save that variations to this Agreement may be agreed between the Parties and must be evidenced in writing.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties.

irrevocably submit to the exclusive jurisdiction of the English and Welsh courts.

Schedule 1

The Services

VTCT Skills – Register of Logistics Instructors (RLI), will provide the following services to Approved Examination Centres (AEC):

Approve AECs in accordance with the VTCT Skills – RLI Standard Operating Procedures.
Approve Examiners in accordance with the VTCT Skills – RLI Standard Operating Procedures.
Approve Supervisor Examiners in accordance with the VTCT Skills – RLI Standard Operating Procedures.
Qualification Standards for LGV Instructor, Driver Trainer / Assessor and Driver Assessor.
Training Provider Guidance.
Quality assure AECs in accordance with the VTCT Skills – RLI Standard Operating Procedures.
Part 1 Theory examination via VTCT Skills online XAMS portal
Register and provide an ID card to successful candidates who have completed and passed a VTCT Skills – RLI qualification to the RLI.
Support AECs in the business development of the RLI scheme to fleet operators and independent training providers.
Display contact information on the Register of Logistics Instructors website.
Liaise with stakeholders representing the interests of AECs, Examiners and registered Instructors

Schedule 2

Definitions

Approved Examination Centre (AEC)	the Party named as such in this Agreement, which is an organisation approved by VTCT Skills to conduct examination of candidates with an Approved RLI Examiner under the VTCT Skills – Register of Logistics Instructor qualification.
Approved RLI Examiner	an individual employed by an AEC who has been qualified by VTCT Skills in accordance with the VTCT Skills – Register of Logistics Instructors Standard Operating Procedures.
Agreement	refers to this agreement.
Certificate	The qualification certificate administered and issued by VTCT Skills provided in the form of an ID card directly to each candidate who has successfully completed an examination in accordance with information supplied within 5 working days of notification by the AEC to VTCT Skills.
Change of Control	the changing of control in a company in accordance with the meaning given to “control” in section 1124 of the Corporation Tax Act 2010.
Charges	the charges charged by VTCT Skills to the AEC in exchange for the provision of the Services (or any part of them).
Charges Sheet	a document issued by VTCT Skills, and which may be amended by the VTCT Skills from time to time, containing a description of the charges charged by VTCT Skills to the AEC in exchange for the provision of the Services (or any part of them).
Commencement Date	the date of signature of this Agreement. Where there are two separate dates of signature, the date of the last signature of this Agreement.
Invoicing Policy	a document issued by VTCT Skills, and which may be amended by VTCT Skills from time to time, containing a description of the principles and terms upon which VTCT Skills issues invoices and requires payment.
Insolvency Event	means any of the following circumstances: (a) a party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of any relevant provision of the Insolvency Act 1986; (b) a party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors (other than for the sole purpose of a bona fide reconstruction or amalgamation); (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the relevant party (other than for the sole purpose of a bona fide reconstruction or amalgamation); (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of the relevant party’s business or assets; (e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; (f) any event occurs, or proceeding is taken, with respect to the relevant party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a)-(e) (inclusive); or the relevant party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Intellectual Property Rights	all patents, trademarks, logos, copyrights and design rights (whether registered or not) and all applications for any of the foregoing and all rights of confidence and Know-How however arising for their full term and any renewals and extensions.
Know-How	information, data, know-how or experience whether patentable or not and including but not limited to any technical and commercial information relating to research, design, development, manufacture, use or sale.
Online form	means VTCT Skills online portal available at www.RLI.org.uk or any replacement URL controlled by VTCT Skills.
Prohibited Act	means: (a) offering, giving or agreeing to give to any servant of the Crown or any other person or party any gift or consideration of any kind as an inducement or reward for: (i) doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement which is improper; or (ii) showing or not showing favour or disfavour to any person in relation to this Agreement which is improper; (b) committing any offence: (i) under the Bribery Act 2010; (ii) under the Modern Slavery Act 2015; (iii) under legislation creating offences in respect of fraudulent acts; (iv) at common law in respect of fraudulent acts in relation to this Agreement; or defrauding or attempting to defraud or conspiring to defraud any person or party.
Services	the services described at Schedule 1.
VTCT Skills – Register of Logistics Instructors	The VTCT Skills – Register of Logistics Instructors qualification (incorporating LGV Instructor, Driver Trainer Assessor and Driver Assessor) has been specifically designed to meet the evolving needs of the logistics industry. It aims to address the requirements of key stakeholders such as the DVSA (Driver and Vehicle Standards Agency), DfT (Department for Transport), employers and the vocational training sector. This qualification has been developed by VTCT Skills with the dual objective of promoting road safety and encouraging a higher uptake of professional qualifications within the industry. The VTCT Skills – Register of Logistics Instructor qualification is an independent scheme that operates on the foundation of the DVSA’s driver and instructor testing criteria. This qualification seeks to provide both novice and experienced Instructors and Assessors an opportunity to be assessed by approved RLI examiners against these standards.

Schedule 3

Charges Sheet

Initial Exam Centre Approval	£680
Annual Exam Centre Approval	£315
Instructor exam fee (Parts 1, 2 & 3)	£315
Part 1 online theory - resit	£60
Part 2 Practical Driving Ability - resit	£150
Part 3 Instructional Ability – resit	£150
Instructor registration fee - with current NRI/NVDIR	£0
Instructor registration fee - new Instructors	£60
RLI Examiners 4-day course (including exam fee)	£1,890