Training Provider Terms and Conditions of Licence

This contract is made on between:

(1) IOSH SERVICES LIMITED, whose registered office is

The Grange, Highfield Drive, Wigston, Leicestershire LE18 1NN (“IOSH”);

and

(2) [insert date and name and address of TRAINING PROVIDER in the boxes above] (“Training
Provider”);

Background:

(A) The Institution of Occupational Safety and Health is the world’s leading body for health and
safety professionals and provides training Courses for delivery by Training Providers. IOSH
Services Limited (referred to throughout this contract as IOSH) is the trading company for the
Institution of Occupational Safety and Health.

(B) The Institution of Occupational Safety and Health owns trade marks, copyright of its own
training Course materials and other intellectual property rights. IOSH is Licensed to use the
IOSH name and the IOSH logo and to enter into sub Licences of the intellectual property of
the Institution of Occupational Safety and Health.

(C) IOSH has specific quality standards with which Training Providers must comply. The training
Course materials passed to Training Providers by IOSH are copyright works owned by IOSH.

(D) The Training Provider wishes to become a licensed Training Provider and to deliver IOSH
training Courses or IOSH-approved Courses. The IOSH training Courses it provides may be
Courses created by IOSH and/or Courses which have not been created by IOSH but which
have been approved by IOSH.

The parties agree as follows:

1 Definitions

“Course” means any IOSH Course agreed between the parties and for which the Training
Provider is an approved Course provider.

“Delegate” means a Delegate on one or more of the Training Provider’s Courses.

“Licence” means the Licence provided to the Training Provider once it has completed the
Licensing process.

“Training Verifier” means the person allocated by IOSH to manage the quality assurance of
the Training Providers.

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2 Licence

2.1 The Training Provider has applied to become an IOSH licensed training provider. The parties
agree to the procedures and obligations on them as set out in this Contract.

2.2 The Training Provider is not permitted to run IOSH-produced training Courses or IOSH-
approved material Courses without a valid Licence from IOSH and will not be licensed
without complying with the provisions set out in this Contract, including accessing an IOSH-
produced training Course or successfully submitting its own Course for IOSH approval.

2.3 A Licence will be provided by IOSH to the Training Provider once its application meets IOSH
criteria, the process is fully completed and all invoices are paid by the Training Provider.

2.4 Each IOSH licence is renewable annually (fees apply) and will not be renewed until the
Training Provider meets IOSH criteria and has returned the signed renewal application form
and paid all relevant fees to IOSH.

2.5 The Training Provider must not use the word ‘accredited’ in relation to their IOSH Training
Provider licences or courses.

2.6 If the Training Provider allows its IOSH Licence(s) to expire, it will be required to pay the full
Licence fee (rather than the renewal fee) to reinstate the lapsed Licence(s) and also:

2.6.1 the full product cost for any IOSH-produced training Courses; and

2.6.2 re-approval fees for any of its own Course materials that have not been approved by IOSH
within the last five years.

2.7 IOSH does not limit the number of providers in any particular country, and so does not offer
sole provider status. Once licensed, a Training Provider is free to deliver Courses anywhere
in the world but only the Training Provider’s main address will be registered with IOSH and
the Training Provider agrees that the office at that address will deal with all administration
relating to training delivery.

2.8 IOSH will provide to the Training Provider appropriate IOSH-produced training Course
materials, will assess and approve (if appropriate) training Course materials submitted by the
Training Provider including assessments, and it will check and approve (if appropriate)
standards of training delivery by the Training Provider.

2.9 IOSH does not set the price at which IOSH-produced training Courses or IOSH-
approved material Courses are retailed. This should be determined by the Training Provider
based upon its own particular costs and market trading environment.

2.10 Once purchased by the Training Provider, IOSH licences, training materials and tailored
Course material approval fees are not refundable.

2.11 The Training Provider agrees that it will not behave in a manner that will bring IOSH into
disrepute when delivering IOSH Courses or administering the training process.

2.12 The Training Provider will ensure it has adequate insurance at all times to cover trainers and
Delegates and all its training activities while carrying out IOSH training. IOSH has no liability
in this regard.

2.13 The Training Provider will be responsible for all facilities offered to Delegates, including
suitable premises, while carrying out IOSH Courses.

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2.14 The Training Provider will advise IOSH within 30 days, in writing, of any changes to its
address, its contact details, its trainers and/or its nominated member.

3 Nominated IOSH Member

3.1 The Training Provider must have an IOSH member who has authority and management
responsibility within the Training Provider’s organisation for the Courses, whom it will
nominate as its responsible person for all IOSH training. The Training Provider will ensure
that the nominated member meets all the criteria, defined by IOSH at the application stage,
for the Courses being delivered.

3.2 If the Training Provider applies to deliver additional Courses, IOSH may require a higher
level of IOSH membership for the nominated member, depending on the level of the
additional Courses.

3.3 The Training Provider will procure that, before taking on this role, its nominated IOSH
member reads the nominated member role requirements provided by IOSH and takes
responsibility for ensuring that:

3.3.1 he/she observes training on the Course to ensure it is delivered to a high standard;

3.3.2 all Delegates are assessed as in 9.5 and 9.7;

3.3.3 papers are marked correctly and fairly by cross-marking a sample of assessment papers for
accuracy and impartiality of marking;

3.3.4 any complaints or appeals from Delegates are dealt with promptly by the Training Provider;

3.3.5 he/she cascades information from IOSH relating to Course delivery;

3.3.6 all IOSH processes and procedures relating to Course delivery are carried out correctly;

3.3.7 all IOSH invoices are paid within IOSH terms; and

3.3.8 IOSH certificates or passports are issued to all successful Delegates.

3.4 The Training Provider must notify IOSH immediately if it becomes aware that its nominated
member has cancelled his/her membership of IOSH, is no longer carrying out this role in the
organisation, or is no longer employed by the organisation. The Training Provider will ensure
that a replacement IOSH member takes over this role as soon as possible. If no nominated
member is in place, the Training Provider must not run training Courses, and IOSH will be
entitled to terminate this Contract if no replacement nominated member is appointed within
30 days.

4 Trainers

4.1 The Training Provider will procure that all its trainers meet the criteria, defined by IOSH at
application, for the Courses being delivered.

4.2 The Training Provider will ensure that only IOSH-approved trainers deliver IOSH-produced
training Courses and/or IOSH-approved material Courses on its behalf.

4.3 If the Training Provider applies to deliver additional Courses, IOSH may require higher levels
of trainer requirements, depending on the level of the additional Courses.

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4.4 The Training Provider must supply details of any new trainers it wishes to involve in
delivering training, via an IOSH Trainer Application Form. The Training Provider will ensure
that the new trainer does not carry out training until that new trainer has been approved by
IOSH.

4.5 The Training Provider must ensure that all its trainers have access to a complete set of
IOSH-approved training Course materials and that all trainers are fully familiar with the
delivery of the training Course materials and the administration of the assessment
procedures.

5 Promotion

5.1 The Training Provider may only advertise IOSH-produced training Courses or IOSH-
approved material Courses prior to its application to become a Licensed IOSH Training
Provider being approved, providing it states on any promotional material “pending IOSH
approval”.

5.2 The Training Provider must submit all promotional materials relating to IOSH training, for
either or both online and offline use, for written approval by IOSH’s Publishing Department at
logo@iosh.co.uk prior to use.

5.3 The Training Provider must not use the IOSH corporate identity including the IOSH logo
without prior written consent from IOSH.

5.4 The Training Provider must not use the word or phrase “IOSH” in any website domain name
or email address.

5.5 The Training Provider must not advertise completed IOSH assessments/projects on any
website.

5.6 If a third party promotes IOSH Courses on the Training Provider’s behalf, the Training
Provider will procure that the third party does not use the IOSH logo or claim to be Licensed
to deliver IOSH Courses.

6 Training Course Materials

6.1 On receipt of IOSH-packaged training materials (where applicable), the Training Provider is
responsible for checking the content. In the unlikely event of there being any items missing or
damaged, the Training Provider must inform IOSH about this within 14 days of receipt.

6.2 If IOSH provides training Course materials for use by the Training Provider in relation to the
Course(s) covered by this Contract, these materials must only be used in accordance with
the copyright permissions set out in clause 8 and in no other manner whatsoever.

6.3 The Training Provider must only use training materials and assessments supplied or
approved by IOSH for all IOSH-produced training Courses or IOSH-approved material
Courses; no materials other than those provided by IOSH or approved by IOSH may be used
for these Courses.

6.4 The Training Provider must use only the most up-to-date version of the IOSH materials and
of the IOSH-approved materials for the Courses.

6.5 The translation of IOSH-produced training Courses by the Training Provider is only permitted
when IOSH does not offer the product in the language required.

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 6.6 Where a translated version in the language required is not available from IOSH, the
translation of IOSH-produced training Courses or IOSH-approved Course materials into
another language is the responsibility of the Training Provider. Any costs incurred in
translation will be borne by the Training Provider. For IOSH’s reassurance, the Training
Provider must provide IOSH with a letter from a reputable translator, confirming any
translation made is a clear and accurate translation of any originally-purchased or approved
IOSH training Course.

6.7 Log-ins and access provided to a Training Provider’s personnel or Trainers for IOSH’s
course management systems are not to be shared with any other persons.

6.8 IOSH-produced training Courses are not transferable or saleable to another party.

6.9 If the Training Provider wishes to sell or transfer IOSH-approved Course materials to a third
party, they must be an up-to-date version. A letter from the Training Provider (or other owner
of the materials) on its company headed notepaper must be supplied to IOSH, stating that
the owner(s) are happy to sell or transfer their material, and intellectual property rights, to the
third party. IOSH will check and approve that these materials are the most up-to-date version
and reserves the right to charge for this service. If the IOSH-approved Course materials are
not an up-to-date version, the new owner would be required to:

6.9.1 update the materials and pay approval fees via the IOSH Tailored Course Approval Service;
and

6.9.2 meet the Licensing criteria for the Course and pay any necessary fees to IOSH.

6.10 The Training Provider must ensure that its IOSH-approved training Course materials are kept
up-to-date in terms of both health and safety legislation, and learning and development best
practice.

6.11 IOSH reserves the right to ask the Training Provider to submit its IOSH-approved tailored
Course materials for re-approval every five years (fees apply).

6.12 Any major alterations to the Training Provider’s IOSH tailored Course materials will be
resubmitted by the Training Provider for IOSH approval (fees apply).

6.13 IOSH does not supply spare component parts for IOSH training materials, so due care must
be taken by the Training Provider at all times to ensure elements of the IOSH materials are
not lost or damaged.

6.14 The Training Provider must provide Delegates with appropriate training Course materials. As
a minimum, each Delegate must have an IOSH-produced Delegate workbook, which is
available for purchase from IOSH, or an IOSH-approved workbook.

6.15 The Training Provider may, without separate approval or fee, add to the IOSH Course
materials in the form of organisation-specific statistics, policies and risk assessments,
photos, slides and videos, as long as they do not contradict the original materials.

7 Workbooks

7.1 For IOSH-produced Courses, an IOSH-produced Delegate workbook must be purchased

from IOSH and provided to each Delegate by the Training Provider. Once a course has been
completed, the workbook becomes the property of the Delegate and is theirs to keep.

7.2 All workbooks must be purchased on a one-to-one Delegate basis. Sharing of workbooks
between Delegates is not permitted.

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7.3 IOSH-produced workbooks are covered by copyright. The Training Provider cannot print or
copy them or allow others to print or copy them.

7.4 Once purchased by the Training Provider, IOSH workbooks are non-returnable.

8 Copyright and Trade Marks

8.1 IOSH and the IOSH logo are registered trade marks belonging to the Institution of
Occupational Safety and Health and may not be reproduced, either offline or online, without
written consent from the Institution of Occupational Safety and Health or from IOSH Services
Limited.

8.2 The Training Provider may be permitted to use the IOSH logo on its promotional materials
and website but must obtain prior written approval from the IOSH Publishing Department at
logo@iosh.co.uk.

8.3 All IOSH training Course materials including assessments are covered by copyright.
Therefore, the Training Provider cannot use or sub-Licence them, or copy or authorise
copies of them, in whole or in part, in any media or format, except as set out in this Contract.

8.4 During the period of this Contract, the Training Provider may:

8.4.1 copy any of the materials provided in the training Course materials (with the exception of
Delegate workbooks (see clause 7.1) to distribute to Delegates on those Courses which have
been notified to IOSH on the “notification of Courses” form. Details of all Delegates receiving
a copy of any materials must be notified to IOSH on the “Course results” form;

8.4.2 copy any of the materials provided in the training Course materials for use by its own IOSH-
approved trainers in connection with their delivery of IOSH Courses; and

8.4.3 adapt the materials for the purposes set out in sub-clauses 8.4.1 and 8.4.2 above by adding
to the materials but not by removing any Course content, provided always that the
adaptations made do not substantially change the objectives of the Course.

8.5 No part of the training Course materials may be reproduced in any form except as set out
above or with written consent from IOSH.

8.6 Unless IOSH already has a syllabus for a Course the Training Provider has developed, IOSH
reserves the right to produce a syllabus from the material once IOSH has approved and
Licensed it, and insofar as consent from the Training Provider is necessary to do this, the
Training Provider duly consents. This syllabus will be shared with training providers who wish
to write Course materials to deliver this syllabus and who meet the approval criteria to deliver
the Course.

8.7 All Course materials submitted to IOSH for approval remain the intellectual property of the
Course owner and IOSH will not distribute them to other parties. IOSH-approved Course
materials including assessments may not be used, sold, copied or reproduced by any person
or persons without the prior written consent of the copyright owner.

8.8 If the author and copyright owner of the materials stated in 8.7 wishes to sell or transfer a
copy of their materials to another Training Provider or potential Training Provider, the
purchaser will be required to gain approval from IOSH for these materials, meet the
Licensing criteria and pay appropriate fees.

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9 Course Delivery

9.1 On the anniversary of this Contract, the Training Provider will advise IOSH of the Courses
planned for the ensuing 12 months and, if necessary and at the request of IOSH, provide a
mid-term update on the Courses planned.

9.2 On confirmation that a face-to-face Course will run, and prior to the Course taking place, the
Training Provider must complete an IOSH ‘Course notification’ form and email it to
training@iosh.co.uk.

9.3 Blended learning, distance learning and e-learning Delegates must be registered by the
Training Provider with IOSH prior to training commencing.

9.4 The Training Provider must ensure that the maximum number of Delegates on an IOSH face-
to-face Course does not exceed 20.

9.5 The Training Provider must ensure that all Delegates attending an IOSH-approved course or
a course using IOSH-produced materials are given an IOSH-approved end-of-Course
assessment.

9.6 The Training Provider will procure that all its trainers conduct all IOSH assessments
equitably, allowing for Delegates who have recognised disabilities.

9.7 The Training Provider must ensure that all IOSH Course assessments are carried out under
examination conditions.

9.8 The Training Provider is required to send Course results, Delegate papers as requested and
payment of all fees to IOSH within 12 weeks of completion of all face-to-face training
Courses. Information received more than 12 weeks after the last date of the Course cannot
be accepted for assessment and certification without discussion and agreement from the
IOSH-allocated Training Verifier.

9.9 The Training Provider will ensure that all IOSH-produced training Courses or IOSH-approved
material Courses that it runs are declared to IOSH and a Course fee (face-to-face only), plus
a certificate/passport fee is paid for all successful Delegates.

9.10 The Training Provider must ensure the security of assessment papers and certificates at all
times and particularly during storage and distribution.

9.11 The Training Provider must retain all course assessment papers for at least 12 months from
the end of the Course.

10 Refresher Courses

10.1 A Training Provider can only have a licence for a refresher course if it holds a licence for the
same full course.

10.2 The Training Provider must ensure that all Delegates sitting an IOSH Refresher Course have
previously sat and passed the relevant full Course. The Training Provider must ensure that it
checks the Delegate certificates for compliance with the requirements of this clause before
commencing Refresher training.

10.3 The Training Provider must supply IOSH with Delegates’ full course certificate numbers
when submitting course results for a refresher course.

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11 Leading Safely Course Delivery

11.1 This clause 11 applies only in respect of the delivery of the Leading safely course.

11.2 Definitions

“Data Controller”: has the meaning set out in section 1(1) of the Data Protection Act 1998.

“Data Subject”: an individual who is the subject of Personal Data.

“Personal Data”: has the meaning set out in section 1(1) of the Data Protection Act 1998 and
relates only to personal data, or any part of such personal data, in respect of which the
Training Provider is the Data Controller and in relation to which IOSH is providing services
under this agreement.

“Processing” and “process”: have the meaning set out in section 1(1) of the Data Protection
Act 1998.

11.3 To enable IOSH to provide access to the Delegates of the Training Provider to online
materials in respect of the Course, the Training Provider shall supply to IOSH the names and
email addresses of the relevant Delegates and any other information reasonably requested
by IOSH from time to time.

11.4 The Training Provider and IOSH acknowledge that for the purposes of the Data Protection
Act 1998:

11.4.1 (subject to clause 11.4.2) the Training Provider is the Data Controller. IOSH is the data
processor in respect of any Personal Data; and

11.4.2 the parties are joint Data Controllers in respect of the Delegate Personal Commitment and
the provision of news and updates.

11.5 IOSH shall process the Personal Data described in clause 11.4.1 only in accordance with the
Training Provider’s instructions from time to time and shall not process the Personal Data for
any purpose other than those expressly authorised by the Company.

11.6 Each party warrants to the other that it will process the Personal Data in compliance with all
applicable laws, enactments, regulations, orders, standards and other similar instruments.

11.7 For the avoidance of doubt, the Training Provider shall be responsible for informing its
Delegates that its Personal Data will be shared with IOSH for the purpose of accessing
course materials and that IOSH may contact them via the Leading Safely application from
time to time with IOSH news and updates. Delegates can opt-out of receiving news and
updates communications.

11.8 The Training Provider agrees to indemnify IOSH against all costs, claims, damages or
expenses incurred by IOSH or for which IOSH may become liable due to any failure by the
Training Provider or its employees or agents to comply with any of its obligations under this
clause 11.

12 Quality Assurance

12.1 IOSH will select which of the Training Provider’s IOSH-produced or IOSH-approved Courses
to validate, to ensure that it conforms to IOSH standards of training delivery and to receive
feedback from both trainers and Delegates.

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12.2 The Training Provider must allow a representative from IOSH, upon reasonable notice, to
attend the Training Provider’s premises to carry out a Quality Assurance check, including
reasonable access to records and documents relating to its organisation, delivery of training
and assessment of IOSH-produced or IOSH-approved training Courses.

12.3 The Training Provider must allow a representative from IOSH to attend Courses, sometimes
without prior notice, to assess the quality of training delivery.

12.4 E-learning Training Providers must allow a representative from IOSH reasonable access to
their Learning Management Systems relating to delivery and assessment of IOSH approved
e-learning training.

12.5 IOSH will send the Training Provider a feedback report from the Quality Assurance check
and about the Course delivery standards, subsequent to a visit described in 12.2,12.3 or
12.4.

12.6 The Training Provider will issue a Delegate feedback form to every Delegate attending every
Course and review the findings of all Delegate feedback forms and continuously improve its
Course delivery and standards in response to this feedback.

13 Moderation

13.1 The Training Provider will supply IOSH with any papers and Delegate feedback forms
requested for moderation.

13.2 To maintain assessment standards, IOSH will moderate a proportion of all Delegate
assessments at its discretion.

14 Certification

14.1 An IOSH certificate or Working Safely passport must be issued by the Training Provider to
each Delegate who has successfully completed an IOSH Course and assessment (fees
apply).

14.2 The Training Provider must ensure that it countersigns all IOSH certificates and issues the
countersigned certificates or Working Safely passports to successful Delegates within two
weeks of receiving the same from IOSH.

14.3 The Training Provider must not issue any certificates or passports to Delegates attending an
IOSH-produced or IOSH-approved Course other than official IOSH certificates or official
IOSH Working Safely passports.

14.4 The Training Provider must not add to or alter an IOSH certificate or Working Safely passport
in any way. If the Training Provider wishes to have its own logo on an IOSH certificate or
Working Safely passport, it must contact IOSH, who is the sole provider of this service (fees
apply).

14.5 IOSH will not release certificates and Working Safely passports to the Training Provider until
all relevant paperwork has been received from the Training Provider and all invoices relating
to the Course in question have been paid.

14.6 IOSH will only send certificates and Working Safely passports to the Training Provider
address registered with IOSH.

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15 Delegate Appeals Process

15.1 If a Delegate wishes to appeal against the marks the Training Provider has awarded for the
Delegate’s assessment, a four-stage process will apply:

15.1.1 the Training Provider will give the Delegate a copy of the assessment paper in question;

15.1.2 the Training Provider will ask the Delegate to write to IOSH, enclosing the end assessment
paperwork, explaining the grounds for the appeal;

15.1.3 IOSH will moderate (or re-moderate) the assessment paper; and

15.1.4 IOSH will advise the Training Provider and the Delegate in writing of its decision, within ten
working days of receiving the appeal.

15.2 IOSH’s decision is final.

16 Complaints Procedure

16.1 The Training Provider is solely responsible for handling any queries and settling any
Delegate complaints – both before and after Courses have run – relating to fees, training
delivery, certificates/passports and replacement certificates/passports, and any other matter,
other than as set out in clause 15 above.

16.2 If the Training Provider has a complaint, in the first instance it must contact its allocated
IOSH Training Verifier. If the Training Provider and the IOSH Training Verifier cannot
together resolve the problem, the Training Verifier will refer the matter to the relevant
member of IOSH’s Training and Skills Division management team who will respond to the
complaint within ten working days.

17 Fees and Payments

17.1 The Training Provider will pay:

17.1.1 a Licence fee for each IOSH Licensed Course title that it runs;

17.1.2 courier fees for the shipment of IOSH-produced training packaged products and workbooks
to its premises;

17.1.3 an annual renewal of Licence fee for each IOSH Licensed Course title that it runs;

17.1.4 a Course fee for every face-to-face IOSH Course that it runs (United Kingdom- and Republic
of Ireland-based Training Providers only);

17.1.5 a registration fee for each Delegate taking an e-learning, distance learning or blended
learning Course;

17.1.6 a Delegate workbook fee for all Delegates taking an IOSH-produced Course;

17.1.7 a certificate or passport fee for each Delegate who passes an IOSH Course assessment;
and

17.1.8 re-approval fees, applicable for each licensed tailored course, every five years from initial
approval.

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17.2 Fees will be at the rates notified to the Training Provider and may be amended from time to
time on reasonable notice to the Training Provider.

17.3 Where appropriate, the Training Provider is also responsible for the payment of fees for
Delegate replacement certificates/passports and fees for use of the Training Provider’s own
logo on certificates/passports.

17.4 IOSH is not responsible for customs fees or for any delays incurred at customs as a result of
the shipment of training packs and workbooks.

17.5 The Training Provider will pay all sums due to IOSH by the due date or within 30 days of the
date of IOSH’s invoice, whichever is the sooner.

17.6 IOSH will not invoice third parties. Where payment is due from any third party relating to an
IOSH Course run by the Training Provider, the Training Provider is responsible for invoicing
and securing payment in order to submit payment to IOSH by the due date.

17.7 IOSH reserves the right to withhold its goods and services if payment of any invoice
submitted to the Training Provider remains outstanding.

18 Duration and Termination

18.1 The Training Provider’s terms and conditions apply from the date of the Licence and shall, as
long as all Licence fees, renewal and other fees due pursuant to clause 17 have been paid,
continue in force until terminated by agreement between the parties or pursuant to sub-
clause 18.2 below.

18.2 Breach of these terms by the Training Provider may result in termination of this Contract at
IOSH’s discretion, including termination of the Licence(s) for the Training Provider to deliver
IOSH Courses.

19 General

19.1 These terms may be varied by IOSH on reasonable notice to the Training Provider.

19.2 This Contract shall be governed by and construed in accordance with English Law and the
parties submit to the jurisdiction of the English courts in respect of any dispute or matter
arising out of or connected with these terms and conditions.

19.3 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint
venture or agency between the parties.

19.4 No provision of this Agreement shall be enforceable by any third party under the Contracts
(Rights of Third Parties) Act 1999 or otherwise.

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For and on behalf of IOSH For and on behalf of

(insert Training Provider name above)

Signature Signature

Print name: Richard Orton Print name

Job title: Executive Director – Commercial Job title

Date

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