Terms and Conditions for use
This Agreement is entered into between Tesco Plc whose registered office is at Tesco House, Shire Park, Kestrel Way, Welwyn Garden City, AL7 1GA (registered company number: 00445790) and THE SUPPLIER ('The Supplier')
Tesco Quality Training Toolkit is available at https://tesco.ashburytraining.co.uk to assist Tesco plc supplier partners and Tesco plc colleagues with training requirements for Tesco Quality Connect (TQC) and Tesco Manufacturing and Packing Standards. The Supplier wishes to make use of the Service in accordance with the terms and conditions of this agreement ('the Agreement').
A literal and non-legal translation of these terms and conditions is available in selected languages on request. Access to Tesco Quality Training Toolkit is granted on acceptance of the UK Terms and Conditions only. By accepting these terms you are confirming that you have read and understood them.
**1 DEFINITIONS **
1.1 Within this Agreement, the following terms shall have the following meanings unless the context indicates otherwise:
Business Day - Monday to Friday excluding public holidays in the UK
Confidential Information - In relation to either party, Information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which: (i) either party has marked as confidential or proprietary, (ii) either party, orally or in writing has advised the other party is of a confidential nature, or (iii) due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential.
Intellectual Property Rights - All rights in trade marks and trade names, and all patents, rights in inventions, design rights, copyrights (including but not limited to rights in computer programs), database rights, confidential data, know-how and all other intellectual property rights of any nature whatsoever throughout the world, whether registered or unregistered and including all applications and rights to apply for any of the same.
2 CONTRACT FORMATION
2.1 The submission of this Agreement to Tesco Plc will be deemed to be a request by the Supplier to enter into this Agreement with Tesco Plc for the provision of the Services. Tesco Plc reserves the right at its sole discretion to reject the Supplier's request for the provision of the Services under this Agreement.
3.1 Tesco Plc grants to the Supplier a non-exclusive, non-transferable right to access and make use of the Services in accordance with any technical specifications notified by Tesco Plc to the Supplier from time to time under this Agreement and the Schedule to it ('the Licence') 3.2 This Agreement and the Licence will commence on the Effective Date as shown above and will continue for one calendar year unless otherwise agreed or terminated earlier under clause 10.1 or clause 13. 3.3 The Service shall be solely for processing of the Supplier's own data and for its internal business purposes 3.4 The Supplier grants to Tesco Plc the right to process the Information submitted by the Supplier to the Site for the purpose of performance of this Agreement.
4 ELECTRONIC DATAFORMS
4.1 The Supplier shall be responsible for the accuracy, submission in a suitable form and the keeping of back-up copies of all Information that it submits to the Site. 4.2 Tesco Plc may remove part of or all of any Information submitted to the Site by the Supplier where in Tesco Plc’s reasonable opinion the (part of the) Information submitted to the Site by the Supplier may result in liability on the part of Tesco Plc or a third party. 4.3 Tesco Plc may at its sole discretion suspend immediately without notice the Supplier's rights to access and make use of the Site under this Agreement where in Tesco Plc's reasonable opinion a (part of the) Information submitted to the Site by the Supplier may result in liability on the part of Tesco Plc or a third party. Such rights as are suspended under this clause 4.3 will be reinstated on rectification to the satisfaction of Tesco Plc of the circumstances giving rise to such suspension. 4.4 The Supplier shall have sole responsibility for fulfilment of any agreement with Tesco (whether in writing or not) including orders and delivery of goods which arise out of the submission of Information to the Site as well as resolution of disputes in connection with any such agreement. 4.5 To enable the Supplier to submit Supplier Data securely, Tesco Plc will issue a password (the 'Password') to the Supplier. The Password is solely for the Supplier's use. Supplier shall have authority to create passwords for Authorised Users. Under no circumstances will Supplier provide a password to, or otherwise permit any access by any employee or agent of a competitor of Tesco plc. The Supplier is responsible for maintaining the confidentiality of the Password and for all activities and charges resulting from its use, including unauthorised use. If the Supplier suspects that its Password security or that of any Authorised User has been breached it must notify Tesco Plc immediately in writing. Supplier must immediately disable access to the Site and Service for any Authorised User that is terminated, resigns, or otherwise ends his or her relationship with Supplier's. Supplier shall ensure that passwords are not shared by its Authorised Users, and that no Authorised User attempts to access information of any other Supplier. Supplier is responsible for the acts and omissions of every Authorised User.
5.1 Each party shall maintain the confidentiality of the other party's Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party's Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement. 5.2 Each party shall give notice to the other of any unauthorized misuse, disclosure, theft or other loss of the other party's Confidential Information immediately upon becoming aware of the same. 5.3 The provisions of this Clause 5 shall not apply to information which: 5.3.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors; 5.3.2 is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure; 5.3.3 is independently developed by the recipient, its officers, employees, agents or contractors; 5.3.4 is required by law, by court or governmental order to be disclosed. 5.3.5 The obligations under this Clause shall survive the variation, expiry or termination of this Agreement.
6.1 Tesco Plc warrants that: 6.1.1 It has the right to grant the Supplier the Licence; 6.1.2 Information submitted to the Site will be accessible only by the Supplier, Ashbury Educational Services Ltd and Tesco plc; 6.1.3 It has exercised reasonable skill and care in developing the Site and it has made every effort to minimise errors and to ensure that the Site performs adequately and reliably. 6.2 The Supplier acknowledges that it has assessed for itself the suitability of the Site for its requirements. Tesco Plc does not warrant that the Site will be suitable for such requirements nor does Tesco Plc warrant that any use will be uninterrupted or error free nor does Tesco Plc warrant that access to the Service will be available over the telephone network infrastructure nor does Tesco Plc warrant that the content of the Information will be acceptable to Tesco plc nor does Tesco Plc warrant that submission of the Information will result in the Supplier entering into an agreement with Tesco plc for the supply of the products which form the subject of the Information. 6.3 The Supplier warrants that any material which it submits to the Site will not: Infringe on any third party's Intellectual Property Rights or right of publicity or privacy; Violate any applicable law, statute or regulation including laws regarding unfair competition, anti-discrimination or false advertising; Be defamatory or libellous; Contain any virus, trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious computer programming routine. 6.4 Each of the parties warrants that they are authorised to perform their obligations under this Agreement. 6.5 The Supplier's sole remedy for a breach by Tesco Plc (where such breach is caused by Tesco Plc) of any warranty contained in this Agreement is to require Tesco Plc to remedy any such breach within a reasonable time at no charge to the Supplier. The Supplier shall provide all data as may be reasonably necessary to assist Tesco Plc in resolving the breach. If Tesco Plc is unable to remedy such breach notified to it under this clause 6.5 within a reasonable time, either party may terminate this Agreement by notice in writing to the other. 6.6 Save as provided otherwise in this Agreement, all conditions, warranties, representations, terms and undertakings, express or implied, statutory or otherwise in respect of the Site and the provision of the Services are hereby excluded including as to: 6.6.1 the accuracy, completeness, fitness for any particular purpose nor currency of the Information accessible via this Site; 6.6.2 any infection by viruses or anything else that has contaminating or destructive properties of the content; and 6.6.3 the operation, quality, functionality or accessibility of the Site. 6.7 Without prejudice to Tesco Plc’s rights under Clause 11, Tesco Plc may, at its sole discretion suspend immediately without notice the Suppliers' rights to access and make use of the Site under this Agreement where in Tesco Plc’s reasonable opinion the Supplier has breached any of the warranties under this Clause 7. Without prejudice to the provisions of Clause 11, such rights as are suspended under this Clause 7.7 will be reinstated on rectification to the satisfaction of Tesco Plc of the relevant breach.
7.1 The terms of this Agreement set forth the full extent of Tesco Plc’s obligations and liabilities in respect of the supply of the Services. The Supplier shall have no remedy in respect of any untrue statement made to it upon which it relied in entering into this Agreement (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have for breach of the express terms of this Agreement. Accordingly, any condition, warranty or other term concerning the supply of, failure to supply or delay in supplying the Services which might but for this clause 8.1 have effect between Tesco Plc and the Supplier or would otherwise be implied into or incorporated into this Agreement or any collateral contract (including, without limitation, the implied terms of satisfactory quality and fitness for purpose), whether by statute, common law or otherwise, is hereby excluded and Tesco Plc shall not be liable to the Supplier in tort, delict or otherwise than pursuant to the express terms of this Agreement in respect of the subject matter of this Agreement or the supply, non-supply or late supply of the Services. 7.2 It is possible that third parties such as "hackers" or "crackers" may access the Site and alter its contents. Tesco Plc will not be liable for any damages or loss arising out of or in connection with such unauthorised access. Tesco Plc excludes all liability in respect of any unauthorised access to the Site to the fullest extent permitted by law. 7.3 Nothing in this Agreement shall exclude or limit Tesco Plc’s liability for the tort of deceit or for death or personal injury caused by its negligence. 7.4 Except as expressly set out in this Agreement, Tesco Plc shall not in any circumstances be liable under this Agreement or any collateral agreement (if applicable) whether in contract tort or otherwise for any indirect or consequential loss or damage, howsoever arising and of whatsoever nature suffered or incurred by the Supplier or any third party nor for loss of revenue, loss of profits, loss of contracts, loss of goodwill, loss or corruption of data, loss of operation time, or loss of use of any equipment or process suffered either directly or indirectly by the Supplier or any third party, or any loss of anticipated earnings or savings whether Tesco Plc has been advised of the possibility of such loss or not.
8.1 The Supplier shall indemnify Tesco Plc from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Tesco Plc caused by, or in any way connected with, the unauthorised use of the Service, breach of this Agreement or any other negligent or wrongful act of the Supplier except to the extent that any such damage, loss, liability or expense arises from Tesco Plc’s breach of this Agreement, gross negligence or wilful misconduct.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 The Supplier shall own all Intellectual Property Rights arising in the Information (including in its converted form for submission to the Tesco due diligence system) that it submits to the Site. 9.2 Unless provided otherwise in this Agreement all Intellectual Property Rights arising in respect of this Site's design, text, graphics, its selection and arrangement, software, generated HTML pages and all other material on or in this Site (the 'Content') belong to Ashbury Educational Services Ltd and/or its licensors (the Tesco logo is the property of Tesco Plc and used by permission by Tesco Plc). Any use of such Intellectual Property Rights or software or any reproduction of the Content is strictly prohibited except where expressly allowed under this Agreement. 9.3 Permission is hereby granted to the Supplier to copy and store electronically (but not on any server or other storage device connected to a network) and print individual pages of the Content on paper (but not photocopy them) from this Site only for the purpose of making use of Tesco Plc’s services. The Supplier may also permit its computer to make an electronically stored, transient copy of the Content for the purpose of viewing it while connected to the Internet only. However the Supplier may only make one copy of the Content. Any other copying or use of the Content, including reproduction for purposes other than that hereby authorised, including the removal of copyright or trade mark notices, the creation of an electronic or manual database by systematically downloading and storing the Content, distribution (whether electronically or not) or republication, by the Supplier, is prohibited. 9.4 For the avoidance of doubt, any permission granted under this Agreement or otherwise does not transfer ownership to the Supplier or confer any other right on the Supplier in the whole or any part of the Content.
10.1 Either party may terminate this Agreement (and the Licence granted by clause 2.1) at any time immediately upon notice to the other if the other: 10.1.1 commits a material breach of this Agreement which it fails to remedy within 14 days of receiving notice requiring it to do so; 10.1.2 commits a breach of clause 6.3; 10.1.3 sells all or substantially all of its assets, participates in a merger, or other reorganisation in which it is not the surviving entity; or 10.1.4 ceases to do business, becomes unable to pay its debts when they fall due, becomes or is deemed insolvent, has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole of any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or enters into liquidation whether compulsorily or voluntarily. 10.2 Termination shall be without prejudice to the rights of either party that have accrued prior to termination. 10.3 Upon termination for any reason: 10.3.1 all rights granted to the Supplier under this Agreement shall cease; 10.3.2 the Supplier shall cease all activities authorised by this Agreement; 10.3.3 the Supplier shall immediately pay to Tesco plc any sums due under this Agreement.
11 SITE DEVELOPMENTS
11.1 Tesco Plc reserves the right to make changes to the Site, including its methods of operation and layout.
12.1 Any notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered or transmitted to the intended recipient's address as specified above or such other address as either party may notify to the other from time to time in accordance with this clause 12. Any notice shall be treated as having been served on delivery if delivered by hand, four Business Days after posting if sent by pre-paid first class post and on completion of transmission if sent by facsimile or email.
13 FORCE MAJEURE
13.1 Neither party to this Agreement shall be liable for failure to perform any of its obligations under this Agreement if such failure is caused by an event outside of its reasonable control which shall include but not be limited to Act of God, war, natural disaster, fire, flood, explosion or earthquake ('an event of force majeure'). If any event of force majeure continues for a period exceeding 2 months, either party shall have a right to terminate this Agreement immediately on written notice to the other.
14.1 The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not affect the validity or enforceability of the remaining terms or rights.
15 ASSIGNMENT AND SUBLICENSING
15.1 The Supplier may not assign, sub-license, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of its rights or obligations under it (including, without limitation, for facilities management or outsourcing purposes) without the prior written consent of Tesco Plc, such consent not to be unreasonably withheld or delayed.
16.1 For the avoidance of doubt, any provisions of this Agreement which are either expressed so as to survive termination of this Agreement, or from their nature and context it is contemplated that they are to survive such termination, shall remain in force and effect notwithstanding such termination.
17.1 This Agreement shall be governed by and construed in accordance with English Law and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
18 ENTIRE AGREEMENT
19 INDEPENDENT CONTRACTORS
19.1 The relationship of the parties is that of independent contractors dealing at arms' length and except as expressly provided in this Agreement nothing in this Agreement shall be construed so as to constitute the parties as partners, joint ventures or co-owners or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither party shall hold itself out as entitled to do the same. Nothing in this Agreement shall create or be deemed to create the relationship of employer and employee.
20 CANCELLATION POLICY
20.1. The booking is only confirmed upon receipt of payment within 24 hours of booking. Failing to make the payment within the given time frame will result in an automated cancellation of your slot.
20.2 Ashbury Training reserves the right to cancel the course at any time in the event of insufficient delegates or unforeseen circumstances. If the whole course is cancelled by Ashbury Training, all delegates will be offered a slot on a future course or a 100% refund.
20.3 If a delegate cancels more than 14 days prior to the start date of the course, 100% refund shall be made to the delegate.
20.4 If a delegate cancels less than 14 days prior to the start of the course, the full cost shall be charged.
Tesco Plc takes the protection of your personal data seriously.
We will hold and process any personal information that you provide to us on the Site in order to facilitate and enhance the services that we provide to you. We may also use such data for the purposes of market research and direct marketing.
We may from time to time make your personal information available to other Tesco plc group companies and other carefully selected third parties. We or such trustworthy third parties may, from time to time, contact you for the purposes of market research or to provide details of services which may be of interest to you. This is subject to your choice on the registration form: Do not contact
We may provide hyper-links from our website to websites of third parties including member organisations. Please note that this privacy statement applies only to the contents of our website and not to those websites to which we may provide a link.
In order to improve the quality of the Site and Services, we use what is known as a 'Cookie'. A Cookie is a piece of text which is stored locally (but does not access your hard drive) and from which it can store and sometimes track how you make use of a website. Please note that the websites to which this website may be linked may also make use of their own Cookies to collect information from you. Cookies are used on this web site as part of the logon process and are only in existence for the current browser session, after which they are removed. Most browsers will automatically accept a Cookie but it is possible to set your browser to notify you prior to it being sent and at which point you can accept or reject it. The Cookie used in the logon process is an essential part of the security for the web site and cannot be turned off.
Updating Personal Details
So that we may provide you with an optimum service and comply with our obligations under UK Data Protection legislation, we would be grateful if you could please contact you Technical Manager or the support desk if any personal details which you have provided to us becomes inaccurate or out of date.
As you may be aware, no data transmission over the internet can be entirely secure. As a result, while we will always use reasonable endeavours to protect the personal information you provide to us, we cannot guarantee the security of your Information and the use of our facilities (e.g. e-mail) is at your own risk.
Please note that by clicking here you will also be giving your consent to our use of your personal details for the purposes set out under the heading "Data Protection" above.
Supplier System User Administration
The supplier may want several nominated users to have access to the Tesco Quality Connect website through individual user accounts. It is the responsibility of the supplier to create, maintain and manage these individual user accounts, including access removal in the case of an account holder leaving the suppliers employment.