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APPOINTMENT FORM

CALL- OFF CONTRACT FOR THE PROVISION OF SERVICES

This CONTRACT is made on the [ Insert Date ]

BETWEENNCG whose office address is:Rye Hill House, Scotswood Road, Newcastle Upon Tyne, NE4 7SA

(hereinafter referred to as ‘the Company’)

AND[Insert Contractor Name] whose office address is:[Insert Contractor Address] [Insert Postcode]

(hereinafter referred to as ‘the Contractor’)

WHEREAS:

1. The Contractor will provide the education, training and consultancy services specified in the Schedule of Services to the Company in accordance with Booked Services Brief and subject to the Terms and Conditions attached as Appendix A.

2. In consideration for the proper performance by the Contractor for the Company of the Services, the Company shall pay to the Contractor fees and expenses in accordance with and subject to the Terms and Conditions at the rates defined in Appendix B.

Signed By.......................................... Signed By...........................................NCG Contractor

Position………………………………….

Date: ................................................ Date: ..................................................

SCHEDULE

The Services

Such of the following services as the Company shall from time to time request the Contractor to perform during the Contract Period:

1st September 2013 to 31st August 2014.

Delete those services which you do not wish to be considered for

Service Service Area Service Details

On-line/Distance Learning Tutoring

Foundation Degree Module in Business, Leadership and Management as set out in the NCG Direct Consultant’s Handbook

Distance and On-line Delivery, Support & Assesssment of a complete 20 Credit module to a Student Cohort

ILM Level 3 Award, Cert, Diploma in Leadership and Management

Distance and On-line Delivery, Support & Assesssment of one or more specified Modules to a Student Cohort. Specific modules will be identified in the ‘Booked Services’ Schedule






Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort


Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort


Distance and On-line Delivery, Support & Assesssment of a

complete Course to a Student Cohort.

PRINCE2 - Foundation Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

PRINCE2 - Practitioner Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

CIM Introductory Certificate in Marketing Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

Face-to-Face Delivery

Face-to-Face Education & Training Delivery Face-to-Face Delivery of Education & Training in a Business, Leadership or Management related subject in accordance with the ‘Booked Service’ Schedule

Blended Delivery

Blended Face-to-Face and On-line Education & Training Delivery

A blend of Face-to-Face and On-line Delivery of Education & Training in a Business, Leadership or Management related subject in accordance with the ‘Booked Service’ Schedule

Educational Materials

Provision of Course Materials and Resources

Creation of a variety of different business related course materials including; Workbooks, Handouts, Powerpoints, Assessments, activities, case studies in accordance with the ‘Booked Service’ Schedule

E-learningProvision of E-learning Services Reasearch and writing of E-

learning scripts, evaluation of e-learning content. Production of educational videos. Audio Recording of E-learning Scripts

ConsultancyModeration & Other Consultancy Services Moderation and or second

marking of learner assessments. Representation at key customer accounts, attendance at Validation panels and boards. Provision of reports and other education and training related services

SCHEDULE

Booked Services Brief

NCG Direct Contact Tel

E-mail

Whole Course Brief (Only to be completed if Consultant is delivering the whole Course)

Course Name Course Code

Start Date Mode ofdelivery

Group Size

End date No. of Assessments

Education/ Training Area

Sepcific Service Details

Quality Indicators

Indicative Weekly Workload

Payment Residential Information

Modules (in order to be delivered) Code Credits Assessment Type

NCG Resources Consultant Resouces

IT Requirements Training Requirements

Document Requirements Other Requirements

SCHEDULE

Booked Services Brief

Module Brief (to be completed where Consultant is delivering one or more modules as part of a course)

Module Start Date End Date Code Credits Assessment Type

Module forms part of:

Course Name Course Code

Mode ofdelivery

Group Size

Sepcific Service Details

Quality Indicators

Indicative Weekly Workload

Payment Residential Information

NCG Resources Consultant Resouces

IT Requirements Training Requirements

Document Requirements Other Requirements

APPENDIX A

TERMS AND CONDITIONS

1. Definitions

“Appointment Form” means the form signed by Contractor and Company whereby the Contractor is appointed to provide the Services;

“Company” means NCG whose registered office address is Rye Hill House, Scotswood Road, Newcastle Upon Tyne, NE4 7SA

“Contract” or “Call-off Contract” means the call-off contract for the supply of the Services comprising the Appointment Form, the Schedule and the Terms and Conditions;

“Contract Period” means the period during which the Contract shall remain in force;

“Contractor” means the person, firm or company described as such in the Appointment Form;

“Days” means calendar days unless expressed otherwise;

“Schedule” means the Schedule to the Appointment Form

“Services” means the education, training and consultancy services specified in the Schedule;

“Booked Services” means the actual service to be called-off at any given time within the contract period

“Terms and Conditions” means these Terms and Conditions.

2. Duration and Termination

2.1 The Contract shall commence on the date written at the top of the Appointment Form and expire one year later unless extended by mutual agreement in writing or terminated in accordance with Clause 2.2.

2.2 Either party may terminate the Contract:

(i) immediately on notice in writing to the other party, if the other party has committed a material breach of its obligations under the Contract and, where such breach is remediable, it has failed to remedy it within 14 days of being given notice in writing to do so by the other party;

(ii) immediately on notice in writing to the other party, if the other party ceases or threatens to cease carrying on business or enters into bankruptcy, receivership, voluntary liquidation or administration or compulsory winding up proceedings, makes any voluntary arrangement with its creditors, or enters into any similar or analogous proceedings or arrangement in any jurisdiction; or

(iii) at any time upon giving the other party not less than 28 days’ written notice.

2.3 Termination of the Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

2.4 On termination of the Contract, and without prejudice to Clause 8, the Contractor shall immediately (i) return or destroy (as directed by the Company) any materials, information or data whatsoever provided to it by the Company for the purposes of the Contract; (ii) delete any proprietary software belonging to the Company from its IT network and hard disks or other storage media; and return all of the Company’s equipment and materials.

2.5 Other than as set out in this Clause 2, neither party shall have any further obligation to the other under the Contract after its termination.

2.6 Clause 8 shall survive the termination or expiry of the Contract for a period of 5 years, Clause 9 shall survive termination or expiry of the Contract for 1 year, and Clauses 3.6, 5.1, 5.2, and 7 shall survive termination or expiry of the Contract indefinitely.

3. Services

3.1 The Company may purchase or use the Services as it sees fit in its complete discretion. The Company is not obliged to purchase or use the Services in any particular quantity or to any particular value and shall have no liability to the Contractor for any loss, cost or expenses that the Contractor may suffer or incur as a result of the Company not purchasing theServices.

3.2 Where the Company makes a booking for any of the Services (“Booked Services”), the Company may cancel any or all of the Booked Services giving 10 working days’ notice by email. Where less than 10 working days notice is given, the Company will use reasonable endeavours to find alternative suitable work. Where less than 10 working days notice is given, the Company will pay such fees together with any reasonably incurred expenses, in each case relating to the cancelled Booked Services, as set out in Appendix B.

3.3 The Contractor is required to give 10 working days’ notice by email to the Company of its unavailability to perform any Booked Services.

3.4 The Company may make any reasonable adjustments or amendments to the Booked Services by notice in writing. The Contractor shall, within 10 working days, provide the Company with a written statement of the effect of the proposed variation on the fees and time for performance of the Booked Services. The Contractor has the right to reject these changes within 10 working days of receiving such notice.

3.5 In carrying out any Booked Services, the Contractor shall, at all times provide the Services with all reasonable skill and care and in accordance with the Booked Services Brief

3.6 Nothing in the Contract shall create the relationship of employer of the Contractor or of any of Contractor’s officers, employees or sub-contractors by the Company.

The Contractor will be personally liable for the payment of tax and national insurance contributions, as appropriate, on any fees or expenses received under the Contract.

The Contractor will also be responsible for the payment of tax and national insurance contributions as appropriate on any payment which may be made by him to any individuals engaged by him to assist in the provision of the Services.

Nothing in the Contract shall place a duty on the Company to provide the Contractor with work or with work of a specific type.

3.7 Delivery of Services

3.8 Contractors will be expected to provide their own standard tools, equipment and resources in the delivery of services, including, but not limited to; Office accommodation, laptop, PC, basic PC office software, webcam, headsets, stationary, etc).

3.9 Some services detailed in the Schedule must be delivered by specialist delivery systems, tools and equipment. Where the contractor is required to use such specialist or specific systems, tools or equipment (e.g. NCG-Online, Learner View, etc) they will be provided by the Company at no cost to the contractor.

3.10 Where contractors are required to use specific or specialist systems, tools or resources the Company will provide training and support and re-imburse any travel or subsistence costs associated with attending any training in accordance with 4.2

4. Payment

4.1 The Company shall pay the Contractor the fees, at the rates specified in the Contract, together with any reasonable travel and subsistence expenses wholly, exclusively and necessarily incurred in carrying out performance of the Services, within 30 days of receipt by the Company of an invoice from the Contractor complying with Clause 4.2.

4.2 All invoices shall include the following details:

(i) the name of the Contractor

(ii) the name of the course/work being charged for

(iii) the dates for which work has been carried out

(iv) the venue at which the work was carried out

(v) if VAT is charged by the Contractor, the Contractor’s VAT number

(vi) for any travel and subsistence expenses being claimed

(a) receipted accommodation vouchers

(b) details of mileage from start to delivery venue by town and in miles (£0.40 per mile)

(c) confirmation that the expenses claimed are in line with the Company’s guidelines or other guidelines previously agreed between the Contractor and the Company

(vii) if VAT has been added to any expenses claimed:

(a) evidence that VAT has been paid

(b) VAT clearly broken down over services claimed, not the total VAT figure.

(c) If the Contractor is VAT registered, the amount invoiced by the Contractor shall be the amount exclusive of VAT

(viii) No meals, such as breakfast, lunch or dinner, will be paid for whilst on route to destinations other than as laid down below.(a) Breakfast Allowance

Training consultants who are required to begin their journey around 06:00 will be entitled to claim a breakfast allowance for breakfast food and beverages up to the value of £5 per day. Trainin consultants who are necessarily away from home overnight, and resident in a hotel, should obtain breakfast from the hotel restaurant where possible.

(b) Dinner AllowanceDinner should be obtained from the table d’hote menu (up to £25) or an equivalent value meal may be consumed outside the hotel, where this is feasible and convenient.If the Training consultant is liable to miss dinner in their hotel due to late arrival, or unable to reach their home before 20:00, they may purchase dinner.

4.3 The Contractor is responsible for maintaining its own financial records and shall account to HM Revenue and Customs for any VAT, Corporation Tax, or Income Tax which may be payable arising from any of the fees or expenses referred to in clauses 4.1 and 4.2.

4.4 No payment will be made to the Contractor in the event that the Contractor is unable to provide the Services for any reason, including absence or sickness of the Contractor or any of its employees, officers or sub-contractors.

5. Indemnity and Liabilities

5.1 The Contractor hereby indemnifies and shall keep the Company fully indemnified against all and any losses, costs, claims, demands, expenses and liabilities of whatsoever nature howsoever arising including consequential loss arising out of or in connection with any failure by the Contractor to perform any of the Services or to carry out any of its duties or obligations hereunder or the breach by the Contractor of any other duty or obligation imposed by general law.

5.2 The Contractor shall maintain full and sufficient insurance cover with a reputable insurance company in respect of all its potential liability hereunder and shall, on request of the Company, produce current copies of all relevant policies of insurance and receipts for premium including Professional Indemnity Insurance and Employer’s Liability Insurance.

5.3 The aggregate liability of the Company and the Contractor under the Contract shall be limited to £500,000, save in respect of any fraud or fraudulent misrepresentation, any death or personal injury arising from negligence and any other liability which cannot lawfully be limited or excluded.

6. Assignment and Subcontracting

6.1 The Contractor shall not, without the prior written consent of the Company, assign or subcontract the whole or any part of the Contract or the Services.

7. Copyright and Intellectual Property Rights

7.1 All intellectual property rights whatsoever (including, without limitation, any copyright or database rights) (“IPRs”) in any material produced or developed under the Contract (“Materials”) will vest automatically in the Company unless otherwise agreed. Accordingly, the Contractor hereby assigns to the Company with full title guarantee all IPRs, free from restriction effective automatically upon the creation of the Materials. Further, the Contractor will do all such things and sign all documents or instruments reasonably necessary to enable the Company to obtain, preserve and or retain all IPRs in all Materials.

7.2 The Contractor unconditionally irrevocably and in perpetuity waives all moral and authors’ rights and rights of a similar nature under the laws of any jurisdiction in respect of all Materials and will procure such a waiver on the same terms from all relevant employees, officers or sub-contractors.

7.3 The Contractor hereby indemnifies and shall keep indemnified the Company against any third party claims suffered by the Company arising from or incurred by reason of any infringement or alleged infringement of any IPRs in any Materials and in any other software, materials and equipment used or provided by the Contractor in performance of the Contract.

8. Confidential Information

8.1 During the Contract Period, the Company may supply or disclose Confidential Information to the Contractor. Subject to clause 8.2, The Contractor undertakes:

(i) to keep confidential the Confidential Information and not disclose any of it or any part of it to any third party without prior written consent of the Company;

(ii) not to use the Confidential Information or any part of it except solely for the performance of the Services under the Contract; and

(iii) to keep confidential the terms of the Contract.

8.2 The provisions of Clause 8.1 shall not apply to Confidential Information that is:

(i) already in the public domain at the date of its disclosure to the Contractor or subsequently comes into the public domain through no fault of the Contractor;

(ii) already properly and lawfully in the Contractor’s possession prior to its disclosure to the Contractor by the Company; or

(iii) properly and lawfully received thereafter by the Contractor from a third party without restriction as to its disclosure.

8.3 Without prejudice to the obligations in clause 8.1, the Contractor undertakes to ensure that all persons employed or engaged by the Contractor are under the same obligations of confidence as set out in that clause prior to their receipt of any Confidential Information.

8.4 The Contractor shall immediately notify the Company if it becomes aware of any breach by it of any of the obligations set out in Clause 8.1 or of any breach of confidence in respect of any Confidential Information (whether by itself or any individual or person to whom it may have at any time divulged any Confidential Information) and shall give to the Company all reasonable

information and assistance in connection with any action or proceedings which the Company may wish to take against any such individual or person.

8.5 Upon termination of the Contract for any reason whatsoever, and at any time upon the Company’s request, the Contractor shall return or permanently delete or destroy (as the Company shall direct) all Confidential Information held in any media and, save as shall be necessary for such purpose, immediately cease to use all Confidential Information.

8.6 For the purposes of this Clause 8, “Confidential Information” means knowhow, trade secrets and confidential or business-sensitive information of the Company however communicated and held in whatever form and on whatever media, and whether designated as confidential or otherwise which the Contractor ought reasonably to have known was of a secret or confidential nature.

8.7 The obligations set out in this Clause 8 shall not prohibit any disclosure by the Contractor or any other person which may be required by law or order of any court of competent jurisdiction

9. Conflict of Interest

9.1 If at any time of signing the Contract or at any time during the existence of it, any actual or potential conflict of interest between the Services performed under the Contract and any other activities of the Contractor exist or may exist, the Contractor shall inform the Company without delay. If the Company, at its discretion, decides that a conflict of interest does exist, the Company may require the Contractor to cease the other activities. If the Contractor fails to do so at the earliest reasonable opportunity then the Company may terminate the Contract forthwith by notice in writing and shall only be liable for fees in accordance with Clause 4.1 properly incurred up to the date of termination.

9.2 The Contractor shall not, without the Company’s prior written consent, advertise or announce to any person or persons that it performs services for the Company. The Contractor shall not disclose the terms of the Contract except where such disclosure is necessary for performance of the Contract.

9.3 The Contractor shall not, without the Company’s prior written consent, tender their services, either directly or in collaboration with any other organisation which is accredited to deliver similar services to the services carried out under the Contract, for any client with whom the Contractor has been engaged to deliver services by the Company within the last 12 calendar months. In addition, the Contractor will not, without the Company’s prior written consent, make reference to any work undertaken by the Contractor on behalf of the Company to any third party.

10. Health and Safety

10.1 The Contractor shall be responsible for the proper use and security of any equipment used during the performance of the Services. The Contractor will ensure that any faults are promptly reported and will comply with all the Company procedures relating to health and safety and those in force when on any NCG site.

11. General

11.1 Each party acknowledges and agrees with the other party that the Contract constitutes the entire agreement and understanding between them and supersedes all previous agreements

or understandings between them relating to the Services. This Clause 11.1 does not limit or exclude any liability for fraud or fraudulent misrepresentation.

11.2 If any court of competent jurisdiction finds that any part of the Contract is invalid, unlawful or unenforceable for any reason those parts (to the extent possible) shall be deleted from the Contract and the remaining parts (to the extent possible) shall remain in force and continue to be binding on the parties.

11.3 No failure by a party to enforce or delay in enforcing any right or remedy available to that party under the Contract will mean that such party cannot exercise any such right or remedy at a later date.

11.4 Where any notice is required to be given in writing under the Contract it must be written in the English language and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being or by sending it by e-mail to the e-mail address notified by the relevant party to the other party in advance. Such notice shall be deemed to take effect:

(i) if personally delivered or sent by e-mail during a Business Day, on that Business Day, or, if personally delivered or sent by e-mail during any day which is not a Business Day, on the next following Business Day; or

(ii) if sent by first class post, 2 (two) Business Days after posting,

where “Business Day” means Monday to Friday, 09.00am to 17.00pm GMT, excluding public holidays in England.

11.5 No variation of the Contract or any part of it shall be valid unless it is in writing and signed by or on behalf of the Company.

11.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract. This means that only the Company and Contractor have any rights, obligations or privileges under the Contract and no third party can enforce any of its terms or take any action under the Contract.

11.7 The Contract shall be governed by, and be construed and take effect in all respects in accordance with, English Law, and be subject to the jurisdiction of the English Courts.

12. Training & Development

12.1. The Company from time-to-time may require the contractor to undergo specialist training in the use and implementation of NCG policies, processes and systems to ensure they remain competent and meet regulatory and legal requirements in the delivery of services. The Company may also require the contractor to undertake additional research and scholalrly activity (RSA) like attending academic conferences and conducting academic reserach

12.2. Where there is a requirement under 12.1 to undergo training or RSA the contractor will: i. Provide evidence that the contractor has completed any specified training or RSA (e,g,

Certificates, Licenses, Papers etc)ii. Agree to undertake any mandatory training or RSA provided for or identified by the

company

12.3. Where the contractor undergoes any training provided for by the company under 12.2 (ii) the company will pay the contractor the daily training rate in Appendix B or part thereof plus any travel or subsistence expenses.

12.4. Payment for any training and expenses should be claimed in accordance with 4.2. Payment will only be made where the contractor has been authorised to access specified training.

13. Equal Opportunities

13.1. In accordance with its responsibilities under the Equality Act 2010 to eliminate unlawful racial discrimination, promote equal opportunities and promote good relations between people of different racial groups, the Group requires the Supplier to and any agents, employees and sub-contractors to comply with the following terms:-

13.2. the Supplier agrees to comply with the Equality Act 2010 and with the Group’s policies and procedures regarding such discrimination and equal opportunities;

13.3. the Supplier warrants that its own practices and procedures comply with legislation to prevent unlawful discrimination and that its employees are fully trained on matters relating to the prevention of unlawful discrimination;

13.4. the Supplier will provide such information as may reasonably be required by the Group in relation to its compliance with anti-discrimination legislation and will co-operate with any investigation by the Group or by a body empowered to carry out such investigations under the relevant legislation;

13.5. where any investigation is conducted, or proceedings are brought which arise directly or indirectly out of any act or omission of the Supplier, its agents, employees or sub-contractors and where there is a finding against the Supplier in any such investigation or proceedings, the Supplier shall indemnify the Group in full against any and all costs, charges and expenses (including legal and administrative expenses) incurred by the Group during or in connection with any such investigation or proceedings and further indemnify the Group for any compensation, damages, costs or other award the Group may be ordered or required to pay to a third party; and

13.6. Without prejudice to its remedies set out above, the Group may terminate the Contract if notice has been given to the Supplier of a substantial or persistent breach of this clause providing that a reasonable period has been given by the Group during which the breach may have been rectified and the Supplier has failed to remedy the breach within the stated period.

APPENDIX B

Fees

Rate

On-line/Distance Learning

Service Area Service Details

£1000 - £2000 per 20 credit module dependent on student numbers

Foundation Degree Module in Business, Leadership and Management as set out in the NCG Direct Consultant’s Handbook

Distance and On-line Delivery, Support & Assesssment of a complete 20 Credit module to a Student Cohort

£50 - £100 per student per module dependent on level and credit value

ILM Level 3, 4 and 5 Award, Certificate and Diploma in Leadership and Management


Award

Cert

Diploma

PRINCE2 - Foundation Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

PRINCE2 - Practitioner Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

CIM Introductory Certificate in Marketing

Distance and On-line Delivery, Support & Assesssment of a complete Course to a Student Cohort.

Face-to-Face Delivery

For ½ day delivery: £150-£250

For 1 day delivery: £350- £500 per day

For 2 day delivery: £300

Face-to-Face Education & Training Delivery

Face-to-Face Delivery of Education & Training in a Business, Leadership or Management related subject in accordance with the ‘Booked Service’ Schedule

- £400 per day

For 3, 4 or 5 day delivery: £250 - £300 per day

Educational MaterialsFor a 10,000 Word Module Workbook (Approx 25 Pages) - £500 - £1000

Provision of Course Materials and Resources

Creation of a variety of different business related course materials including; Workbooks, Handouts, Powerpoints, Assessments, activities, case studies in accordance with the ‘Booked Service’ Schedule

E-learningFor ½ day: £150-£250

For 1 day: £350- £500 per day.

Provision of E-learning Services Reasearch and writing of E-learning scripts, evaluation of e-learning content. Production of educational videos. Audio Recording of E-learning Scripts

ConsultancyTo be agreed on a case by case basis

Moderation & Other Consultancy Services

Moderation and or second marking of learner assessments. Representation at key customer accounts, attendance at Validation panels and boards. Provision of reports and other education and training related services

Cancellation Charges.

If a course is cancelled within more than 5 working days notice of course start date 50% of the course fees less any ancillary costs such as booked accommodation / travel costs which can be reclaimed.

If a course is cancelled within 5 or less working days prior to course start date 100% of the course fees less any ancillary costs (accommodation / travel) which can be reclaimed

NCG Training the Consultant Rate

NCG Daily Training Rate – payable to Consultants where they have been required to undergo training in the delivery of their service in accordance with this contract

1/2 day - £150Full Day - £250

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