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You are agreeing to the following terms and conditions and creating a legally binding agreement between the Customer and Badge Nation, Business unit of Real Ideas Organisation CIC (referred to herein as Real Ideas), of Devonport Guildhall, Ker Street, Plymouth, PL1 4EL

(Referred to herein as the Service Provider)

Whereby:

  • The customer operates a business and wishes to have certain services performed, and
  • The Service Provider agrees to perform these services under the terms and conditions set out in this agreement.

The Agreement records the terms on which the Service Provider will provide the agreed services to the customer. All the terms of the Agreement between the customer and the Service Provider are set out in this document, which may only be varied by agreement in writing between the parties.

Commencement date and duration of the Agreement

This Agreement is valid for a minimum of 12 months starting on the date of signing.

We will contact you when it is time to renew this agreement. There is no automatic renewal. 

Independent contractor status

This Agreement creates an independent Contractor-Client relationship. Nothing in this agreement will make the Service Provider an employee, agent or partner of the customer for any purpose and the Service Provider will not hold themselves out as such.

Services

The purpose of this agreement is to cover the expectations and accountabilities for the provision of Badge Nation digital badging services required to support and sustain the activities detailed in attached schedules and appendices.

This Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders.

This Agreement outlines the parameters of all services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein.

In return for the payments set out below, the Service Provider will perform one or more of the following services:

  • Access to, and support to use, badge issuing platform(s) for purposes of issuing digital badges to individuals and organisations. This will be agreed during sales process and may relate to Navigatr, Credly or Open Badge Factory. Your Badge Nation written proposal will specify which platform and the related issuing limits and will be attached as a separate document but considered as an appendix to this contract. Issuing platform Terms and Conditions for each platform will need to be separately agreed to by individual users as they join the platforms.
  • Badge writing and quality assurance services via Badge Nation platform and the Badge Nation badge writing form. This takes the form the free online and video resources contained in the badge zone area of the badgenation.org site as well as the ability to access online workshops aimed at supporting badge writing which are regularly run and free to access by all. Quality assurance services are delivered via the badge writing form by the quality assurance team.
  • Workshops and platform training delivered as part of sales and onboarding process (details vary according to the package purchased). Please refer to appendices for details). For smaller packages this relates to free access to online video and written resources on the badgenation.org website. For larger packages this may include numerous online workshops run by Badge Nation team.
  • Consultancy for badge strategy or badge writing services delivered online or via written exchange. These services are bespoke and may or may not be included in any agreement. See appendices for details.
  • Further details of consultancy or other specialist services the Service Provider is contracted to provide will be found in any attached proposal and will be considered as Appendices to these terms.

The Service Provider shall provide the above services to the customer as and when agreed in this agreement and any associated proposal and written communications. The services will be reviewed on a regular basis and the parties may agree to substitute, remove or add to the list of services provided. If the Service Provider is temporarily unable to carry out any of the agreed services for such reason as accident or ill health, technical outage or platform maintenance, they will give the customer as much warning as possible of their unavailability and work with the customer to mitigate any interruption to service. Failure to deliver the goods or perform the services on the date specified and to the satisfaction of the customer shall entitle the customer to cancel the contract without notice.

The services shall be performed in a competent and professional manner and the Service Provider warrants that they:

  • have the necessary knowledge and expertise to provide the services and
  • keep their skills and knowledge up to date and are aware of any changes in legislation or working practices relevant to the role and
  • will not knowingly infringe the rights of any third party or breach any obligations owed to any third party in providing the services.

The Service Provider will be required to perform the services in accordance with a work schedule agreed in advance and will keep the customer informed of the progress and status of any work on which they are engaged. . The Service Provider will work and co-operate with any personnel of the customers and will use their best endeavours to promote the interests and reputation of the customer.

The Service Provider is required to comply with any reasonable requests to adhere to specified working standards and observe and comply with any legal duties, obligations or requirements (whether imposed by statute or otherwise).

Notice and termination of agreement

This agreement will continue until terminated by either party by giving 1 months’ notice in writing, except that the customer may terminate this agreement immediately without giving prior notice and without any payment in lieu of notice or other compensation or damages should the Service Provider:

  • not carry out the services for one month or more
  • not perform the services to the standard required by the customer or
  • not comply with any term of this agreement,
  • neglect, refuse or fail to carry out any of the contracts assigned to them and agreed (other than by reason of accident or ill health), or
  • do anything which, in our opinion, is detrimental to our reputation or interests, or which brings or may bring either party into disrepute, or
  • enter liquidation or bankruptcy or any arrangements with or for the benefit of the Service Provider’s creditors or become unusable, or
  • refuse or neglect to carry out or complete the services.
  • Notice should be served:
  • by the customer to the service provider at our registered office
  • by Real Ideas: to the customer’s last known address.

Both parties shall be released from their respective obligations in the event of a national emergency, war, prohibitive governmental regulation, or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this Agreement impossible whereupon all money due under this Agreement shall be paid immediately.

Payment and expenses

Payment will be collected in full via invoice unless detailed differently as per any agreed attached payment schedule.

Liability

All warranties, conditions and other terms implied by statute or common law as to quality, condition, description or fitness for purpose are, to the fullest extent permitted by any applicable law, excluded from this agreement.

Except in respect of death or personal injury caused by the service provider (for which no limitation applies), The service provider shall not be liable to the Customer for any loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of contract; loss of use; loss or corruption of data or information; ex gratia payments of any kind; or special, indirect, consequential, punitive or pure economic loss, costs, damages, charges or expenses.

Except in respect of death or personal injury caused by the negligence of the service provider (for which no limitation applies), the entire liability of the service provider under or in connection with this Agreement shall not exceed a sum equal to the Fee.

Responsibilities of the customer

The customer will be responsible for:

  • Payment for all product and packages costs at the agreed interval (this should always normally be payment up front and in full unless specified in a separate payment schedule attached to this contract).
  • Reasonable availability of staff when resolving a service related incident or request.
  • Customer must never charge earners for their badges, and/or create procedures in which earners are required to pay to be issued with their badges.
  • Customer must not attempt to quality assure digital badges to the RSA Standard on behalf of other organisations or parties of any type.
  • Customer must not charge for or monetise the creation, quality assurance or issuing of Badge Nation Digital Badges for other organisations or parties of any type. 

Responsibilities of the Service Provider

1.The Service Provider is responsible for:

  • Naming a contact that will be responsible for managing all issues relating to the performance of the Agreement. If you are unsure who your named contact is, please contact [email protected]
  • Providing delivery of services as agreed with Real Ideas and outlined in Appendix A to this Agreement.
  • Access to badge issuing technology according to the terms and conditions of related platform
  • First line Customer support available from Monday to Friday 9am -5pm GMT/BST.
  • Access to the badge writing form 24/7 365 days per year
  • Access to Badge Nation members area 24/7 365 days per year
  • Any other consultancy as outlined in the original quote and attached as a schedule to this contract
  • Service Assumptions
  • Assumptions related to in-scope services and/or components include:
  • Changes to Badge Nation services will be communicated and documented to all stakeholders via email in advance.
  • Changes to issuing platforms should always be communicated by the issuing platform itself however Badge nation endeavours to keeps its Customers abreast of any important changes via Badge Nation communications.
  1. Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

2.1. Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

  • Email/online Customer support: 9:00 A.M. to 5:00 P.M. Monday – Friday. We aim to respond to all Customer support requests within 3 working days.
  • Quality Assurance service: Badges submitted along with a membership agreement and visual assets will be quality assured within 2 weeks. This may result in either feedback being given or the badges being published.

Unsatisfactory Performance

Where the Service Provider has failed to perform either the whole or any part of the Service with the standard of skill, care and diligence which a competent and suitably qualified person performing the same or similar services could reasonably be expected to exercise or has failed to perform any of the Services in accordance with this Agreement, the customer may give the Service Provider written notice specifying details of the unsatisfactory performance.

Where the Service Provider has been notified of a failure, the customer may:

  • Require the Service Provider to perform the Services within such period as may be specified, including where necessary, the correction or re-execution of any Services already carried out, at no additional cost to the customer; or

Disagreement and Dispute Procedures

Should the customer have a complaint regarding any aspect of the relationship with Real Ideas, the customer should raise this via Badge nation customer support team

If any dispute arises in relation to the operation of this Agreement, both parties shall use their reasonable endeavours to resolve any disagreements through the course of day-to-day liaison or negotiation.

Optional: If negotiations fail to resolve the dispute the Parties will attempt to settle it by mediation as agreed by the Service Provider and the customer.

The performance of Services shall not cease or be delayed by the reference of the dispute to mediation.

Nothing contained in this shall restrict either parties’ freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret or right.

Confidentiality

The Service Provider will not at any time during this Agreement, or after it ends, except in the proper course of providing the agreed services to the customer and with our prior consent, or where required by law, or under the Public Interest Disclosure Act, divulge the following matters to any person:

  • any confidential information concerning the organisation, its dealings or affairs, or those of any associated organisation, including security arrangements and procedures
  • any trade secret or process
  • any information concerning financial matters
  • any information concerning new product or information technology developments
  • the names, addresses, telephone numbers and all other information of whatsoever nature concerning any individual employed by or working in any way for the customer or any associated organisation
  • the names, addresses, telephone numbers, contact details, fee structure and rates information and all other information of whatsoever nature concerning any company, firm or individual who is, or has been at any time a customer
  • any information of whatsoever nature concerning the policies, organisation, or management of the customer or any associated organisation or its Terms of Business or any other confidential information.

The Service Provider should also endeavour to prevent any such information from unauthorised disclosure or publication. The restrictions in this clause shall cease to apply to such information which comes into the public domain, other than because of an unauthorised disclosure by the Service Provider or any worker, employee or ex-employee of Real Ideas or any associated organisation.

It is also a condition of this agreement that the Service Provider is expected not to copy, abstract or summarise the whole, or any part of any customer owned document, either by text or computerised, except with the prior consent of the customer.

Content & Intellectual Property Rights

All meta-data and related badge visuals remain the intellectual property of the original author of the badge. However, all badges published by Badge Nation – part of Real Ideas will be publicly visible and may be used as examples of good practice for others to take influence from. This should be considered so that no commercially sensitive information is contained in a badge.

The Customer grants to Badge Nation – part of Real Ideas a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor’s badge visuals and meta-data and all associated sharable content on whichever badge issuing platform the customer uses to the extent necessary to promote and exploit any work supported by Badge Nation in any media including by use on promotional material and merchandising. The Customer will not:

  • Represent that the Badge Nation Part of Real Ideas endorse or approve any of the products, activities or services of the customer;
  • Bring any part of Real Ideas or its logo into disrepute in any way, nor carry out any activities inimical to the objects of Real Ideas, or which could adversely affect the fundraising activities of Real Ideas or their relations with members, or other persons.

The Customer shall be responsible for all content and materials it provides, including the Customer name and logo and shall indemnify on demand Real Ideas for any loss, costs, claims and expenses that Real Ideas may incur as a result of any claim by any third party that the use of such content and/or materials infringes the rights of any third party.

Business relationships

Real Ideas places great emphasis on maintaining good and long-term relationships with its service users.

Data Protection

The Service Provider agrees to act in accordance with the Data Protection Act 2018 and UK UK General Data Protection Regulations (GDPR) 2018 at all times during this Agreement and to comply with any policy introduced by the customer to comply with it, including any policy on the transfer of data outside the European Economic Area.

The expressions ‘personal data’ and ‘sensitive personal data’ below have the same meanings as those expressions bear in the Data Protection Act 2018 and General Data Protection Regulations (GDPR) 2018.

For the purposes of the Data Protection Act 2018 and General Data Protection Regulations (GDPR) 2018, the customer consents to the service provider holding and processing of personal data about the customer for all purposes relating to the performance of this Agreement including, but not limited to:

Under the terms of this agreement the following parties will hold the following roles relating to the PII data of customers and earners.

  • The customer is the controller of their own badge recipient’s ‘earner’ PII data
  • The customer is responsible for ensuring a lawful basis exists for the badge issuing platform to become a controller of the earners PII data
  • The Service provider will become a processor for both the customers and the earner’s PII data via the issuing platform
  • The service provider will become a data controller for the customers PII data

The service provider will process and control data for the following purposes:

  • Processing customer and earner data as part of managing access to issuing platform services as part of a performance of contract
  • Processing and controlling personal data of the customer in order to deliver the badge writing and quality assurance service as part of performance of contract
  • · Other processing of customer earner personal data upon request by the customer

Personal data relating to the customer may be kept electronically or in hard copy format. Personal data may be disclosed or transferred to employees of Real Ideas, and to other persons as may be reasonably necessary for the purposes of or in connection with this Agreement or the business of Real Ideas and as otherwise required or permitted by law.

Real Ideas Privacy Notice, details of Real Ideas’ Data Protection Officer and Real Ideas’ associated data protection policies can all be found

Subcontracting of Services

Real Ideas/Badge Nation reserves the right to subcontract the performance of any or all services under this agreement to carefully selected third-party service providers. Any subcontractor engaged will adhere to the same quality, confidentiality, and data protection standards as required by Real Ideas/Badge Nation under this agreement. Real Ideas/Badge Nation remains fully responsible for the performance of any subcontracted services and will ensure continuity of service in accordance with the terms outlined in this agreement. This subcontracting does not affect the customer’s rights under this agreement.

Please be assured that any subcontractors we work with will uphold our high standards of service, and your experience with Badge Nation will not be impacted by this change.

Governing law

This agreement will be governed by and interpreted in accordance with the laws of England and Wales.

Other conditions

Any other conditions, including variations to the terms set out above, shall be included as additional attachments and considered as Appendices to this Agreement.

You must be willing to undertake any meetings and training required by Real Ideas in connection to the services you are supplying.