OMNIPLEX LEARNING – TERMS AND CONDITIONS 

1. Definitions and interpretation 

1.1 In these Terms and Conditions, the following terms have the following meanings: 

“Additional Product Terms” 

means an appendix to these Terms and Conditions in which product or service specific terms supplement these Terms and Conditions; 

“Affiliates” 

means, with respect to a party, any entity that controls, or is controlled by, or is under common control with each party, where “control” means at least a 50% ownership interest in such entity; 

“Agreement” 

shall mean the Order Form, these Terms and Conditions, any Additional Product Terms relevant to the specific product which the Customer is purchasing, any other appendix and (if applicable) any Statement of Work made pursuant to the Agreement; 

“Applicable Law” 

any and all laws, regulations and industry standards or guidance (including any applicable British Standard) and any applicable and binding judgment of a relevant court of law in each case which apply in England; 

“Background IPR” 

any and all IPRs that are owned by or licensed to either party and which are or have been developed independently of this Agreement (whether prior to the Commencement Date or otherwise); 

“Business Day” 

09:00 to 17:00 Monday to Friday in the United Kingdom, excluding Bank Holidays in England and Wales; 

“Charges” 

the charges for the Services payable in accordance with clause 8 and the Order Form; 

“Commencement Date” 

the date the Order Form is signed; 

“Confidential Information” 

any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise, relating to the business, affairs, customers, suppliers, employees, affiliates, products, software, relevant Third Party Software, Customer Materials, Customer Data and/or methods of Omniplex Learning or Customer and disclosed to or otherwise obtained by the other party in connection with this Agreement; 

“Customer” 

the entity specified in the Order Form; 

“Customer Data” 

any data (including any Personal Data relating to the staff, customers or suppliers of the Customer and/or individuals who receive Deliverables as part of the Services), documents, text, drawings, diagrams, images, videos, sounds (together with any database made up of any of those) embodied in any media that are supplied to Omniplex Learning by or on behalf of the Customer, or which OL is required to process, store or transmit pursuant to this Agreement from time to time; 

“GDPR” 

Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; 

“Initial Term” 

has the meaning given to it in the Order Form; 

“IPRs” 

patents, rights to inventions, copyright and neighbouring and related rights, know-how, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, Omniplex Learning MSA v1.5 – 08042026 2 Confidential 

and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; 

Liability 

means all liability in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with this Agreement. “Liable” shall be construed accordingly; 

Losses 

means all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges whether arising under statute, contract or at common law; 

“Order Form” 

the Order Form set out at the beginning of this Agreement; 

“Omniplex Learning” 

means Omniplex (Group) Limited 

“Personal Data” 

has the meaning given in the UK GDPR; 

“Personal Data Breach” 

has the meaning given in the UK GDPR; 

“Sensitive Personal Data” 

has the meaning given in the UK GDPR; 

“Services” 

means the services (including any Third Party Services) to be provided by Omniplex Learning to the Customer as specified in the Order Form and/or as supplemented in a Statement of Work and/or Additional Product Terms; 

“Service Go-Live Date” 

means the same as Commencement Date unless otherwise specified in the Order Form; 

“Statement of Work” 

shall mean a statement of work entered into pursuant to these Terms and Conditions for the provision of Services; 

“Terms and Conditions” 

means these terms and conditions; 

“Third Party Services” 

shall mean the relevant Third Party Software and any associated services provided by the relevant Third Party Vendor to the Customer; 

“Third Party Software” or “TPS” 

shall mean the relevant third party software specified in the Order Form and/or Additional Product Terms; 

“Third Party Vendor” or “TPV” 

shall mean the relevant third party provider who is licensing and providing access to the relevant Third Party Software; 

“UK GDPR” 

GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time); and 

1.2 A reference to a statute or statutory provision or to Applicable Law: 

1.2.1 shall include all subordinate legislation made from time to time under the same; and 

1.2.2 is a reference to the same as amended, extended, superseded or consolidated from time to time and including any other similar legislation in any other jurisdiction. 

1.3 A reference to “writing” or “written” includes email (including all attachments). 

1.4 Any obligation in this Agreement on a party not to do something includes an obligation not to agree or allow that thing to be done. Omniplex Learning MSA v1.5 – 08042026 3 Confidential 

1.5 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction. 

1.6 Any reference to a document within these Terms and Conditions shall be deemed to include such document as may be updated from time to time. 

1.7 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the generality of the related general words. 

2. Basis of contract 

2.1 With effect from the Commencement Date, the Customer engages Omniplex Learning and Omniplex Learning accepts its engagement by the Customer to provide the Services on the terms of the Order Form, these Terms and Conditions, the Additional Product Terms and if applicable, a Statement of Work. 

2.2 The relationship of Omniplex Learning to the Customer shall be that of independent contractor and nothing contained in this Agreement shall create a relationship of employer and employee, principal and agent or partnership between the Customer and Omniplex Learning. 

2.3 Neither party shall pledge the credit of the other or sign any document, enter into any agreement or make any promise on behalf of the other or in any way indicate that it is entitled to do so without the prior written consent of the other party. 

2.4 In the event that there is any conflict between the Order Form, these Terms and Conditions, the Additional Product Terms, and any applicable Statement of Work, the order of precedence for resolution of such conflict shall be: the Order Form, the Additional Product Terms, these Terms and Conditions, the applicable Statement of Work and any applicable appendix. 

2.5 These Terms and Conditions and the Additional Product Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate including, without limitation, any terms under which a purchase order has been issued, or which are implied by trade, custom, practice or course of dealing. 

3. Provision of the Services 

3.1 Omniplex Learning shall provide the relevant Services from the relevant Service Go-Live Date as set out in the Order Form and/or as agreed in writing with Omniplex Learning. 

3.2 Omniplex Learning warrants that: 

3.2.1 it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Agreement; 

3.2.2 it shall, in providing the Services co-operate with the Customer in all matters relating to the Services to the extent reasonably required to fulfil the Services; and 

3.2.3 perform the Services with reasonable care and skill. 

3.2.4 Any other warranties, clauses, obligations or implied terms which might otherwise be implied into this Agreement by statue, custom or at law (including, without limit, any warranties of fitness for purpose or relating to satisfactory quality) are excluded to the fullest extent permitted by law. 

4. Customer’s obligations 

4.1 The Customer shall: 

4.1.1 co-operate with Omniplex Learning in all matters relating to the Services; 

4.1.2 provide such information to Omniplex Learning as Omniplex Learning may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects; 

4.1.3 ensure that the Customer’s IT systems comply with the relevant specification and prerequisites provided by Omniplex Learning to the Customer from time to time; 

4.1.4 be responsible for procuring, maintaining and securing the Customer’s IT systems, and all problems, delays, delivery failures and all other loss or damage arising from or relating to the Customers’ network connections or telecommunications links or caused by the internet; 

4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required before the Commencement Date; Omniplex Learning MSA v1.5 – 08042026 4 Confidential 

4.1.6 comply (and shall ensure all users of the Services comply) with all Applicable Law with respect to its activities under this Agreement, including use or receipt of the Services, and laws relating to privacy, data protection and use of systems and communications; 

4.1.7 comply with any additional licence terms applicable to Third Party Software forming part of the Services that we make you aware of in the Additional Product Terms and from time to time. 

4.2 If Omniplex Learning’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”) then Omniplex Learning shall notify the Customer of such Customer Default as soon as reasonably possible upon becoming aware of the same and: 

4.2.1 Omniplex Learning shall be granted an extension of time for the performance of the Services to reflect such delay and shall not be Liable for any Losses sustained or incurred by the Customer arising from Omniplex Learning’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 

4.2.2 the Customer shall reimburse Omniplex Learning for any additional costs reasonably incurred by Omniplex Learning arising from the Customer Default. 

5. Charges and payment 

5.1 The Customer shall pay the Charges in full within 30 days of the date of the invoice unless otherwise set out in the Order Form or a Statement of Work. 

5.2 Omniplex Learning shall submit invoices upon receiving a Customer Order or at the intervals set out in the Order Form. 

5.3 The Customer shall have ten (10) Business Days in which to raise a dispute with an invoice in accordance with clause 5.5 otherwise the invoice shall be deemed to have been approved. 

5.4 Prior to the commencement of any Renewal Term, Omniplex Learning reserves the right to change the Charges. In the event of any changes to the Charges, Omniplex Learning shall provide the Customer with written notice no later than eight five days (85) days before the end of the Initial Term or Renewal Term. If the changes to the Charges are not acceptable to the Customer, the Customer shall have the right to terminate the Agreement by written notice to Omniplex Learning no later than seventy (70) days before the end of the Initial Term or Renewal Term. The Customer shall otherwise be deemed to have accepted the changes to the Charges and such changes shall apply. 

5.5 If the Customer has a bona fide dispute with the whole or any part of an invoice, it shall advise Omniplex Learning accordingly in writing. The Customer shall provide details of the invoice and the amounts in dispute and if Omniplex Learning agrees, it shall re-submit the invoice within 10 Business Days of receiving the Customer’s dispute notice. If the parties have not resolved the dispute within 30 days of the Customer giving notice to Omniplex Learning, the dispute shall be resolved in accordance with clause 14. Where only part of an invoice is disputed, the Customer shall pay the undisputed amount on the due date for that invoice. 

5.6 If the Customer fails to make any payment due to Omniplex Learning by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of four (4)% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment. 

5.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by Applicable Law). Omniplex Learning may at any time, without limiting any other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Omniplex Learning to the Customer. 

6. IPRs 

6.1 Unless otherwise agreed in writing (including within any Additional Product Terms): 

6.1.1 the Customer shall not acquire any right, title or interest in or to the IPRs of Omniplex Learning, its licensors or any Third Party Vendor, including: 

6.1.1.1 Background IPR and the IPR relating to the Third Party Software (including any Omniplex Learning MSA v1.5 – 08042026 5 Confidential 

improvements, updates or upgrades); and 

6.1.2 Omniplex Learning shall not acquire any right, title or interest or to the IPRs of the Customer or its licensors, including: 

6.1.2.1 the Customer’s Background IPR; and 

6.1.2.2 the IPRs relating to the Customer Data. 

7. Liability 

7.1 Neither party limits its Liability: 

7.1.1 for death or personal injury caused by its negligence or that of its employees, agents or sub-contractors; 

7.1.2 for fraud or fraudulent misrepresentation by it or its employees; 

7.1.3 for any other act or omission, Liability for which may not be limited under Applicable Law; or 

7.1.4 for any indemnities contained in the Additional Product Terms. 

7.2 Subject to clause 7.1 Omniplex Learning shall under no circumstances whatever be Liable to the Customer, for: 

7.2.1 any loss of profits, anticipated profits, business, reputation or goodwill; 

7.2.2 any loss or corruption of data or information; 

7.2.3 Sensitive Personal Data, whether in connection with a Personal Data Breach or otherwise; 

7.2.4 loss of anticipated savings or wasted expenditure; 

7.2.5 any loss or Liability under or in relation to any other contract; 

(in each case whether direct or indirect), and/or 

7.2.6 any indirect, special, consequential or pure economic loss or damage. 

7.3 Subject to clause 7.1, each party’s total Liability in connection with this Agreement, shall be one hundred and twenty five percent (125%) of the Charges paid in the 12 months preceding the occurrence of the first act or omission giving rise to the Liability. Nothing in this clause 7.3 shall limit the Customer’s payment obligations under the Agreement. 

8. Assignment and subcontracting 

8.1 Neither party may assign, transfer, mortgage, charge, declare a trust over, subcontract, delegate or deal in any other manner with any or all of its rights or obligations under this Agreement without the other party’s consent. 

9. Confidentiality 

9.1 Subject to clause 9.2, each party to this Agreement (the Recipient) shall: 

9.1.1 use the other party’s (the Disclosing Party‘s) Confidential Information solely for the performance of this Agreement; and 

9.1.2 keep the Disclosing Party’s Confidential Information strictly confidential and not, without the Disclosing Party’s prior written consent, disclose it to any other person. 

9.2 The Recipient may disclose the Disclosing Party’s Confidential Information: 

9.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Recipient’s rights or carrying out its obligations under or in connection with this Agreement and the Recipient shall ensure that such persons comply with this clause 9; 

9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and 

9.2.3 if such information is public knowledge or already known to the Recipient at the time of disclosure or subsequently becomes public knowledge other than by breach of any duty of confidentiality (contractual or otherwise). 

10. Data Protection 

10.1 The Customer acknowledges that: 

10.1.1 Omniplex Learning will process certain Customer Personal Data as a controller, including business contact information relating to the Customer’s personnel (for example, for account management purposes). Such processing will be carried out in accordance with Omniplex Learning’s privacy notice at: https://omniplexlearning.com/privacy-policy/; 

10.1.2 where Omniplex Learning processes Personal Data as a processor on behalf of the Customer, such processing shall be governed solely by the Omniplex Learning MSA v1.5 – 08042026 6 Confidential 

Data Processing Agreement between the parties, which forms part of this Agreement; 

10.1.3 no Sensitive Personal Data shall be provided to Omniplex Learning (or any Third Party Vendors) by or on behalf of the Customer. 

10.2 The Customer also acknowledges and agrees that where Omniplex Learning is procuring and facilitating the grant of a licence from a Third Party Vendor to the Customer in relation to Third Party Software, any processing of personal data by the relevant Third Party Vendor shall be carried out pursuant to the relevant Third Party Vendor’s privacy policy (a link to which is in the relevant Additional Product Terms) and/or any data processing agreement between the Customer and the Third Party Vendor. 

11. Term and termination 

11.1 This Agreement shall begin on the Commencement Date and continue for the Initial Term. Following the Initial Term, the relevant Service shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term“), unless either party provides no less than seventy (70) days written notice of its intention to terminate prior to the end of the Initial Term or the relevant Renewal Term. Any renewal or extension agreed between the parties shall also constitute a Renewal Term. 

11.2 Without limiting its other rights or remedies, either party may terminate this Agreement, in whole or in part with immediate effect by giving written notice to the other party if the other party: 

11.2.1 commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so. Without limitation, Customer’s failure to pay amounts due under this Agreement constitutes a material breach; 

11.2.2 is declared or becomes insolvent, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, or takes or suffers any similar action in any jurisdiction or any step is taken (including the making of an application, the entering into of a board resolution or the giving of any notice) by it or by any other party in respect of any of these circumstances (an “Insolvency Event”), or if a party reasonably believes the other party is about to become subject to an Insolvency Event; 

11.2.3 suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. 

11.3 Where the events described at clauses 11.2.1 and 11.2.2 apply to the Customer, Omniplex Learning may suspend provision of the Services under the Agreement. 

12. Consequences of termination 

12.1 Upon expiry or termination of this Agreement for any reason: 

12.1.1 the Customer shall immediately pay to Omniplex Learning all Omniplex Learning’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Omniplex Learning may submit an invoice, which the Customer shall pay immediately on receipt; 

12.1.2 the Customer shall immediately stop using the Services; 

12.1.3 the Customer shall immediately return any deliverables which have not been fully paid for. 

12.1.4 the parties’ rights and remedies that have accrued as at termination shall be unaffected; and 

12.1.5 clauses that expressly or by implication survive termination shall continue in full force and effect including clauses 5 (Charges and payment), 7 (Liability), 9 (Confidentiality), 10 (Data Protection), 12 (Consequences of Termination), 14 (Dispute Resolution), 15 (Notices), and 16.9 (Governing law and jurisdiction). 

13. Force majeure 

13.1 If a party (an “Affected Party”) is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the Affected Party shall not be in breach of contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. 

13.2 A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or Omniplex Learning MSA v1.5 – 08042026 7 Confidential 

preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic, illness or sickness of a trainer, or similar events, natural disasters or extreme adverse weather clauses, or default of suppliers or subcontractors. 

13.3 If the period of delay or non-performance continues for (three consecutive (3) months the party not affected may terminate this Agreement by giving thirty (30) Business Days’ written notice to the Affected Party. 

14. Dispute resolution 

14.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”) then the parties shall follow the procedure set out in this clause: 

14.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties’ Representatives specified in the Order Form (“Dispute Representatives”) shall attempt in good faith to resolve the Dispute; 

15. Notices 

15.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: 

15.1.1 delivered by hand or by pre-paid first-class post or by a signed-for next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

15.1.2 sent by email to [email protected] (for giving notice to Omniplex Learning); and 

15.1.3 sent by email to the email address then associated with the Customer’s account (for giving notice to the Customer). It is the Customer’s responsibility to keep its email address current. (The Customer will, in accordance with clause 15.2.4, be deemed to have received any email sent to the email address then associated with its account whether or not it has actually received the email). 

15.2 Any notice or communication shall be deemed to have been received: 

15.2.1 if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the correct address; 

15.2.2 if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; and 

15.2.3 if sent by a signed-for next working day delivery service, at the time recorded by the delivery service; and 

15.2.4 if sent by email, at 09:00 on the next Business Day after transmission. 

15.3 This clause does not apply to the service of any proceedings or other documents in any legal action orother method of dispute resolution. 

16. General 

16.1 The Customer permits Omniplex Learning to use its name and logo during the term of the Agreement to identify the Customer as a user of the Services in promotional materials. 

16.2 No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to or modification of this Agreement and signed by an authorised representative of each party. 

16.3 Notwithstanding the foregoing, Omniplex Learning reserves the right, in its sole discretion, to make changes to the Services: 

16.3.1 where it is instructed to do so by a Third Party Vendor; and/or 

16.3.2 where it deems necessary or useful to: 

(a) maintain or enhance the quality or delivery of Services to its customers; 

(b) maintain or enhance the competitive strength of or market for the Services; 

(c) improve the Services’ cost efficiency or performance; or 

(d) to comply with Applicable Law. 

16.4 No failure or delay by a party to exercise any right or remedy provided under this Agreement Omniplex Learning MSA v1.5 – 08042026 8 Confidential 

or by law shall constitute a waiver of or prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

16.5 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Omniplex Learning which is not set out in this Agreement. 

16.6 The Customer may allow its Affiliates to use the Services, provided that such Affiliates comply with the terms of this Agreement. The Customer is responsible for all actions or omissions of its Affiliates as if they were its own. All obligations and liabilities of Omniplex Learning under this Agreement are owed exclusively to the Customer. 

16.7 A party who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. 

16.8 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute a single agreement. 

16.9 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England. The Customer irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit Omniplex Learning’s right to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdictions.