(1) PASS Training Limited a company incorporated under the laws of England and Wales with registered no. 2045681 whose registered office is at 66 Wigmore Street, London (referred to as “PASS”); and
(2) Firm Name and Firm Address
(referred to as “The Client”);
WHEREAS:
A the Client confirms that it has a requirement for Training Services; and
B the Client wishes PASS to undertake the provision of Training Services.
NOW IT IS HEREBY AGREED as follows:
1 Interpretation
1.1 In this Agreement (including in the recitals and in the schedules to this Agreement) the following terms shall have the following meanings:
ICAEW - Means the Institute of Chartered Accountants in England Wales
Kaplan - Means Kaplan, a tutor specialising in the provision of courses and study material for the examinations of the ICAEW
BPP - Means BPP, a tutor specialising in the provision of courses and study material for the examinations of the Institute of Chartered Accountants in England Wales. BPP is the tutor used by The Client as at the commencement date of this contract
Client Contact - Means the representative nominated by the Client to be the contact with PASS for all training and related matters
Membership Fee - Means an annual fee payable in advance on 1st September of each year by PASS Member Firms
Tutorials - Means introductory lectures and assessments organised by PASS for PASS Member firms, covering subjects of the ICAEW examination syllabus.As at the commencement of this contract the Client has chosen not to utilise this service.
PASS Courses - Means a series of scheduled courses held by PASS and attended by the students and other junior professional staff of PASS Member Firms
PASS Member - Means firms of accountants and other members of the PASS Group Training Scheme
PASS Tutorial Days - Means the system of additional lectures and link exams organised by PASS for PASS Member firms covering those subjects of the chartered examinations
syllabus
Preferred Supplier of Chartered Examination Training - Means the supplier of Chartered Examination Training recommended by PASS. The Preferred Supplier may change from time to time. As at the commencement date of this contract Kaplan is the Preferred Supplier
Student - Means junior professional staff of PASS Members whether or not studying for a professional qualification
Training Services - Means the training and related administration services specified in the First Schedule to this Agreement
1.2 References to “Clauses” and “ Schedules” in this Agreement are (respectively) references to the Clauses of and the Schedules of this Agreement.
2 Overall Objective of the practical PASS Courses
The practical Courses are designed to train students in the skills they will require in the office.
These Courses are designed to enable the Student to progress in the office faster than if they did not attend courses. To achieve this it is important that the Client regularly review the scheduling of Courses for each Student and amend this as required. It is also important that the skills taught on the Courses are utilised as soon as possible after attending the courses. To assist with this a Checklist of Course Content is provided. The Client should derive an economic benefit from this faster progress.
The practical Courses should also save many hours of individual coaching of students by senior staff in the office.
It is anticipated that a small degree of instruction will be required by Clients on any procedures they have that are unique to the Client.
The practical Courses should also be an attractive point when recruiting quality Students. These are comparable to any offered by large firms.
The practical Courses should also motivate Students during their training contract and 4A to 5B serve as additional reason for staff to remain after qualifying.
3 PASS’s Obligations During The Term Of This Agreement
3.1 PASS shall provide Training Services to the client according to the terms of this Agreement as set out in the First Schedule to this Agreement.
3.2 PASS shall agree with the client, in advance of undertaking Training Services and in accordance with Clause 4.5, what training programmes are to be provided.
3.3 PASS will provide a printed programme of PASS courses, Tutorials and other Training Services detailed in the First Schedule for each student and will provide further updated programmes as necessary.
3.4 PASS will provide joining instructions for each student attending a PASS Course, Tutorial or other course detailed in the First Schedule.
3.5 All programmes, joining instructions, correspondence and other communications will be sent to the Client Contact, for distribution as necessary to students and others within the PASS Member firm.
3.6 PASS shall provide competent trainers and relevant course documentation and shall carry out the Training Services in a thorough and professional manner.
3.7 If PASS fails in any case to carry out any Training Services to the standard required by Clause 3.6 it shall offer appropriate compensation to the relevant students in the form of additional training free of charge.
3.8 PASS will liase with Supplier of Chartered Examination Training, selected by the Client (whether Kaplan or BPP), and the Client to facilitate the operation of the chartered examination studies and courses programmes followed by the Client’s students.
In particular:
PASS shall arrange the next stage of study when a student passes their exams.
The Client shall arrange the next stage of study if a student fails exams.
3.9 PASS will arrange for a Study Skills lecture to be provided on PASS’s premises or other premises for students who have recently commenced their ICAEW examination studies.
3.10 PASS will provide a Ethics courses for ICAEW students in accordance with the timescales recommended by ICAEW ( currently 3 times during a three year training contract) It is recommended that students of other accounting bodies and other junior professionals also attend.
3.11 PASS takes every care in preparing course documentation and delivering its Training Services to ensure that written material and statements made are accurate and up to date. However no responsibility for loss occasioned to any person acting or refraining from acting as a result of written or oral statements made during the delivery of its Training Services can be accepted by PASS.
3.12 Following each course PASS will provide a “Checklist of Course Content” that summarises the skills taught during that course. It is intended that this is passed to the person (manager or senior) responsible for the development of that student in order that they can be allocated work that is consistent with the skills taught on the course.
3.13 During each Course (1A to 5B) each student will be asked to complete a Course Evaluation. Copies of these shall be provided to the Client.
4 The Client’s Obligations During The Term Of This Agreement
4.1 On joining the PASS Group Training Scheme the Client will pay an initial Membership Fee in advance to cover the period from the date of joining until the following 31st August, calculated as a pro rated amount of the full Membership Fee for the year to that 31st August.
4.2 On each 1St September during the term of this agreement the Client will pay the Membership Fee invoiced By PASS
4.3 The Client shall, as from the date of this Agreement , place its requirements for Training Services with PASS until the termination of this Agreement.
4.4 The Client will utilise the Preferred Supplier of Chartered Examination Training (or other supplier by arrangement) for all London office students recruited after the commencement date of this contract except where, on joining PASS student are already enrolled with another tutor.
4.5 The Client shall agree each year with PASS a programme of PASS Courses to be attended by each student and shall make proper timetabling arrangements to ensure full attendance by each student. Except where agreed with PASS each student shall attend the following courses as a minimum – Courses 1A,1B, 2A, 2B, 3A, 3B. Students will also be programmed to attend Courses 4A, 4B, 5A, 5B unless requested otherwise at any time by the Client.
4. 6 Where the Training Services detailed in the First Schedule include Tutorials, the Client shall make proper timetabling arrangements to ensure full attendance by each student.
4.7 Notice of withdrawal from a Course or Tutorial will only be accepted from the Client Contact or other person previously notified to PASS by the Client Contact as being authorised to sanction withdrawal. Notice by the student of withdrawal will not be accepted. Notice should be in writing (email or letter). Fees and timescales for withdrawal are detailed in the First Schedule.
4.8 Notice of transfer from a Course or Tutorial will only be accepted from the Client Contact or other person previously notified to PASS by the Client Contact as being authorised to sanction transfer. Notice by the student of transfer will not be accepted. Fees for Transfers are detailed in the First Schedule.
5 Prices and Payment
5.1 PASS will fix each year the amount of the Membership fee on 1st September each year.
5.2 PASS shall charge the Client for the Training Services detailed in the First Schedule at the standard fee rates applicable to PASS member firms at the date of delivery.
5.3 PASS reserves the right to amend the scale of Membership Fees and its standard fee rates to PASS Member firms from time to time.
5.4 PASS may, by agreement with the Client from time to time, provide further Training Services not specified in the First Schedule at such rates as PASS and the Client shall between themselves agree.
5.5 PASS shall invoice the client in accordance with the First Schedule. Payment shall be made by the Client within 14 days of receipt of undisputed invoice.
6 Intellectual Property
6. 1 Copyright in all training documentation used for the Training Services shall remain the property of PASS.
7 Termination
7.1 This Agreement shall come into effect on the date of this Agreement and shall continue indefinitely thereafter until terminated by either party giving not less than six month’s prior written notice
7.2 Without prejudice to any other rights to which they may be entitled, the parties may give notice in writing to the other terminating this Agreement with immediate effect for reason of the other parties breach if:
7.2.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of that breach;
7.2.2 If an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs of the business and property of the other party or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party calls a meeting of creditors with the intention of proposing to creditors any form of compromise or arrangement (whether formal or informal);
7.2.3 The other party purports to assign its rights or obligations under this Agreement
8 Effects Of Termination
8. 1 Termination of this Agreement however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.
8. 2 The termination of this Agreement (for whatever reason) shall not give rise to any liability on the part of PASS or the Client to pay any compensation to the other for loss of profits or goodwill.
8. 3 The Client shall not be liable for any payment beyond that which is properly due to PASS for Training Services undertaken to the date of termination or booked in advance before the date of termination.
9 Confidentiality
9. 1 Each Party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (confidential information) unless the information is public knowledge or already known to that party at the time of the disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
9.2 To the extent necessary to implement the provisions of this Agreement each party may disclose the confidential information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.
10 Force Majeure
10. 1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control including (insofar as they shall be beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this Agreement.
10. 2 In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of suspension and its cause and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than 6 months either party may terminate this Agreement on 30 days notice.
11 Entire Agreement
11.1 This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
12 Amendments
12. 1 Save as expressly provided in this Agreement, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
13 Waiver
13.1 The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
14 Severability
14.1 If any part of this Agreement becomes invalid, illegal or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement. Failure to agree such a provision within six months of commencement of those negotiations shall result in automatic termination of this Agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the Agreement shall be suspended during such a negotiation.
15 Notices
15.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be given by delivering the notice by hand at, or sending the same by prepaid first class post to the address of the relevant party set out in this Agreement or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post).
16 Governing Law And Jurisdiction
16.1 This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the jurisdiction of the English Courts.
Options:
The Client wishes examination tuition to be provided by BPP
The Client Does Not wish to utilise PASS Tutorials
SIGNED by ------------------------
for and on behalf of PASS in the
presence of:
SIGNED by --------------------------
for and on behalf of the Client
First Schedule
Training Services to be provided under Clause 4.1 of this Agreement:
Number of Participants
COURSES
1A
1B
2A
2B
3A
3B
4A
4B
5A
5B
DAILY RATE PER PARTICIPANT PER COURSE £ (excl VAT)
1 – 3
(£ per participant per day)
£84
£84
£84
£84
£84
£84
£84
£84
£84
£84
4 – 7
(£ per participant per day)
£79
£79
£79
£79
£79
£79
£79
£79
£79
£79
8
(£ per participant per day)
£74
£74
£74
£74
£74
£74
£74
£74
£74
£74
9
(£ per participant per day)
£69
£69
£69
£69
£69
£69
£69
£69
£69
£69
10
(£ per participant per day)
£64
£64
£64
£64
£64
£64
£64
£64
£64
£64
Number of days
10
5
5
3
3
3
1
1
1
1
Number of Participants
COURSES
STUDY SKILLS
ETHICS
TUTORIALS
DAILY RATE PER PARTICIPANT PER COURSE £ (excl VAT)
1 – 3
(£ per participant per day)
£42
£42
£74
4 – 7
(£ per participant per day)
£39.50
£39.50
£69
8
(£ per participant per day)
£37
£37
£64
9
(£ per participant per day)
£34.50
£34.50
£64
10
(£ per participant per day)
£32
£32
£64
Number of days
1 Evening
1 Evening
1
* Number attending an individual presentation of a course from an individual office.
Further reductions on the above fees may be negotiated if the number of participants per presentation exceed 10
Joining instructions will be sent at least 25 days prior to each course for each student that had previously been scheduled on their Course Programme ( by PASS or the Client) to attend that course.
Withdrawal from a course or transfer to a later course notified to PASS more than 15 days prior to the commencement of the course will not incur any charge
Transfer to a later course notified to PASS 15 days or less before the commencement of the course will incur a cancellation fee equal to half day course fee (currently £42). A credit note will not be issued for that course but no invoice will be rendered for the subsequent course to which the student has transferred
Withdrawal from a course (without transfer to a later course) notified to PASS 15 days or less before the commencement of the course will incur a cancellation fee equal to 1 day course fee (currently £84). A credit note will be issued for the original course fee. This will include circumstances where the participant has left or will be leaving the Client’s employment but PASS has not been notified more than 15 working days before the commencement of the course
After a course has commenced no deduction from the full fee can be made where a student does not attend, for any reason, the whole or part of the course.
Where a student commences a course, then subsequently misses part of that course due to illness, at the discretion of PASS, they will be permitted to attend the sessions that they missed on a subsequent course.
Tutorials
Withdrawal more than 15 days before the Tutorial introductory lecture or assessment will not incur any charge.
Withdrawal 15 days or less before the commencement of the Tutorial introductory lecture or assessment will be charged at half the full daily rate (currently £37)
The full daily rate is payable where a student is absent on the day of the Tutorial introductory lecture or assessment or only attends part thereof.
Discounts
These are subject to change at the discretion of PASS
Kaplan:
22% on First Attempt ICAEW Courses
10% on all other courses attended at Kaplan including ACCA and Tax courses
BPP:
5% on First Attempt ICAEW Courses
PASS:
50% on scheduled Microsoft Courses
20% on Scheduled Accounting Software Courses
Free Members Meetings updating Members on latest ICAEW exam and other issues
Free IPD Log specifically designed to simplify the ICAEW IPD process for PASS Members
