Agreed Terms



The following definitions and rules of interpretation apply in this agreement.

1.1  Definitions

Applicable Data Protection Laws: means:

  1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
  2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Applicable Laws: all applicable laws, statutes, regulations [and codes] from time to time in force.

Business Day:  a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Customer Materials: any information, contributions, documents or other materials you provide to us during the course of the Services and/or that you upload to our platform.

Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

Data Protection Legislation:  all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services:  As set out in the quotation agreed between the Supplier and the Customer, annexed as Schedule 2.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT:  value added tax chargeable in the UK.

1.2  Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4  The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8  This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11  A reference to writing or written includes email.

1.12  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13  A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.14  References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.15  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.



2.1  This agreement shall commence on, and continue until, set dates (“Subscription Period”) when it shall terminate automatically without notice, unless otherwise agreed in writing between the parties.

2.2  The Services are provided in respect of each named user only.



3.1  We will use reasonable endeavours to supply the Services to you during the Subscription Period, in accordance with this agreement in all material respects.  We shall have the right to change or modify the Services during the term of this agreement if we deem such change or modification to be an improvement to the Services.

3.2  We will use reasonable endeavours to meet any dates but any such dates shall be estimates only and time for performance shall not be of the essence of this agreement.

3.3 You will be allowed up to a maximum number of users (“Total Users”) during the Subscription Period and the details of such users shall be specified by you, to us, in writing prior to the commencement of the Services.  In our sole discretion we may allow you to transfer a user to another of your employees with our prior written approval (subject to a maximum of 20% of the Total Users that have been granted during the Subscription Period).

3.4 Subject to a user successfully completing the mandatory elements of a course we will issue such user a completion certificate in accordance with the relevant criteria and will use reasonable endeavours to mark mandatory elements in our LMS system, however, this does not form part of the Services.

3.5 We will use reasonable endeavours to make the Services available to you when required, however, we will have no liability to you in respect of any outages or other access prevention resulting from our third party suppliers.



4.1  In order for us to provide you with the Services, you shall:

(a)  co-operate with us in all matters relating to the Services;

(b)  appoint a manager for the Services, such person to be notified to us in writing prior to the commencement of the Services. That person shall have the authority to enter into this agreement and to contractually bind the Customer on matters relating to the Services;

(c)  provide to us in a timely manner and in any event prior to the commencement for the Services the names and other relevant details relating to each user and ensure that they are accurate and complete in all material respects;

(d) provide to us in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) we reasonably require in connection with the Services and ensure that they are accurate and complete in all material respects;

(e)  obtain the consent of each user to be able to share with us any personal data to enable us to process data in accordance with our Privacy Policy.

(f)  comply at all times with our Code of Conduct (and we reserve the right to remove any content from our platform at any time if you fail to do so);

(g) not and shall ensure that no user shall transfer or otherwise share access to the Services (including imposing a restriction on sharing usernames and passwords);

4.2  If the performance of our obligations under this agreement is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations equal to the delay caused by you.

4.3  You shall agree to us using your company name and logo in marketing and other promotional materials relating to Kademy products or services.



5.1  You shall pay the Fees in advance of the Services.

5.2 We may increase the Fees at any time, however, the increase shall only take effect on the anniversary of the date of this agreement, unless otherwise agreed between the parties in writing.

5.3  We will invoice you for the Fees as soon as this agreement has been signed by you.

5.4  You shall pay the invoice within 30 days of receipt to a bank account nominated in writing by us on the invoice.

5.5  Without prejudice to any other right or remedy that it may have, if you fail to pay us any sum due under this agreement on the due date:

(a)  you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%;

(b)  we may suspend all or part of the Services until payment has been made in full.

5.6  All sums payable under this agreement:

(a)  are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b)  shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).



6.1  In relation to the Services:

(a)  we (and our licensors) shall retain ownership of all Intellectual Property Rights in the Services and any materials (including but not limited to documents, pdfs and videos) we provide to you but excluding the Customer Materials;

(b)  we grant you a non-exclusive, royalty-free licence during the Subscription Period to use and download one (1) copy the materials (excluding the Customer Materials) solely for the purpose of receiving and using the Services and/or the Deliverables; and

(c)  you shall not, in any manner, modify, sub-license, assign or otherwise transfer the rights granted in clause 6.1(b).

6.2  In relation to the Customer Materials, you hereby grant us a fully paid-up, non-exclusive, worldwide, royalty-free, irrevocable licence to retain, delete, use, copy, modify and do all things necessary to the Customer Materials for the purpose of providing you the Services.

6.3  You hereby warrant that the receipt and use of the Customer Materials in the performance of this agreement by us, our agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.

6.4 You shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Customer Materials.



7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

7.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in paragraph 1.1 of Schedule 1 as processor on behalf of the Customer

7.4 Should the determination in clause 7.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7 and Schedule 1.

7.5 Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.

7.6 In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

7.7 Without prejudice to clause 7.2, the Supplier shall, in relation to Customer Personal data:

  • process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
  • implement the technical and organisational measures set out in Schedule 1 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  • assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
  • at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 7.7 (f), Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
  • maintain records to demonstrate its compliance with this clause 7.

7.8 The Customer provides its prior, general authorisation for the Supplier to:

a) appoint processors to process the Customer Personal Data, provided that the Supplier:

  1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 7;
  2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
  3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

7.9 Either party may, at any time on not less than 30 days’ notice, revise this clause 7 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).



8.1  Each party undertakes that it shall not at any time, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning our Intellectual Property, materials (including but not limited to documents, pdfs and videos) or the business, affairs, customers, clients or suppliers of the other party or other information that a party deems to be or by its nature is confidential information, except as permitted by clause 8.2.

8.2  Each party may disclose the other party’s confidential information:

(a)  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 8.2; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.



9.1   Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a)  death or personal injury caused by negligence;

(b)  fraud or fraudulent misrepresentation; and

(c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2  Subject to clause 9.1, our total liability to you shall not exceed the total amount of Fees paid for the Subscription Period. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement.

9.3   Subject to clause 9.1, the types of loss listed below are wholly excluded:

(a)  Loss of profits;

(b)  Loss of sales or business;

(c)  Loss of agreements or contracts;

(d)  Loss of anticipated savings;

(e)  Loss of use or corruption of software, data or information;

(f)  Loss of or damage to goodwill; and

(g)  Indirect or consequential loss.

9.4  We have given commitments as to compliance of the Services in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

9.5 We shall have no liability to you in the event of a security breach resulting from a user transferring or otherwise sharing access to the Services in contravention of this agreement.



10.1  Without affecting any other right or remedy, we may terminate this agreement with immediate effect by giving written notice to you if:

(a)  you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment; or

(b)  there is a change of control of the Customer.

10.2 Without affecting any other right or remedy, we may terminate this agreement with immediate effect by giving you written notice if:

(a)   you commit a material breach of any term of this agreement and the breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 30 days after being notified in writing to do so;

(b)   you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c)   you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or you admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(d)   you commence negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or you make a proposal for or enter into any compromise or arrangement with any of your creditors;

(e)   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)   an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed;

(g)  the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

(h)  a person becomes entitled to appoint a receiver over all or any of your assets;

(i)  a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j)  any event occurs, or proceeding is taken, in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(c) to clause 10.2(i) (inclusive); or

(k)  you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business.

10.3 In the event of a dispute between the parties we reserve the right to immediately suspend the Services during the period of such dispute.

10.4 We shall have the right to immediately suspend your access to the Services if at any time you are in breach of our Community, User & Etiquette Guidelines.

10.5  In the event that we have reasonable suspicion that a user has transferred or otherwise shared access to the Services and/or Deliverables (including imposing a restriction on sharing usernames and passwords) then we shall have the right to immediately suspend your access to the Services or terminate this agreement.



11.1  On termination or expiry of this agreement:

(a)  you shall immediately pay us all of the outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;

(b) you shall immediately cease all use of, and on request return, delete or destroy, the materials (including but not limited to documents, pdfs and videos) that we have supplied to you or that you have had access to via your use of the Services;

(c)   we will on request return any of the Customer Materials not used up in the provision of the Services; and

(d)  the following clauses shall continue in force: clause 1 (Interpretation), clause 6 (Intellectual property rights), clause 8 (Confidentiality), clause 9 (Limitation of liability), clause 11 (Consequences of termination), clause 15 (Waiver), clause 17 (Severance), clause 19 (Conflict), clause 24 (Governing law) and clause 25 (Jurisdiction).

11.2  Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.



12.1  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. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

12.2  Provided it has complied with clause 15.1, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.



13.1  This agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

13.2  We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.



14.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).



15.1  A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2  A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.



16.1    The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.



17.1  If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

17.2  If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.



18.1  This agreement 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.

18.2  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.



19.1  If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.



20.1  Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  Neither party shall have any liability to the other for taxes, national insurance or other such payments.

20.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.



21.1  This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.



22.1  Any notice or other communication given to a party under or in connection with this agreement shall be in writing, in the English language and shall be:

(a)  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)  sent by email to:



Customer                                             email address as provided


22.2  Any notice or communication shall be deemed to have been received:

(a)  if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(b)  if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c)  if sent by email, at the time of transmission (unless a failure to transmit report has been received).

22.3  This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.



23.1  This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.



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



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


This agreement is entered into on the date stated at the beginning of the applicable contract.