These Terms and Conditions consist of the following sections:
1. Introduction; 2. Purchase Terms; 3. Condition of Use; 4. Refund Policy and 5. Promotion Code, as well as policy, set of terms or document to which a link has been provided herein [collectively “Terms & Conditions”].
1.1 www.malvernonline.com (the “Website”) is operated by or on behalf of Malvern International Plc, 200A Pentonville Road, London N1 9JP. (“Malvern International Plc”). If you place an order through this Website, upon confirmation that such order is accepted a contract of sale will be executed between you and Malvern International Plc, which will be governed by these Terms and Conditions and specifically by the Purchase Terms mentioned below. (hereinafter together referred to as “Malvern Online/We/Us/Site”).
1.2 Malvern International is the parent company of several affiliated companies; among them, Malvern House London, Malvern House Brighton, SAA Global Education Singapore and Communicate School of English Manchester.
Please read these Conditions of use carefully. They apply to the website you were using which linked to these Conditions of Use (the ‘Site’). They govern your use of the Site and of all other Malvern International websites
1.5 We may change these Conditions of Use from time to time by updating this page. You should review this page regularly. Your continued use of the Site after changes have been made will be taken to indicate that you have read and accepted those changes. You should not use the Site if you are not happy with any changes to these Conditions of Use.
Please read these Purchase Terms carefully before ordering Product online from the Website.
2.1 APPLICATION OF PURCHASE TERMS
These Purchase Terms apply to all offers and contracts relating to the sale and delivery of Products by us. In other words, you agree to these Purchase Terms, when you (i) order anything from the Website, (ii) order anything at any web page directly connected to the Website or (iii) when you accept an offer from us. It is only possible to deviate from these Purchase Terms if agreed in writing by us.
2.2.1 We have different types of products as may be displayed on the Website from time to time. (“Products”). Please note that in the case special workshops, exclusive screenings of training or lessons conducted via webinar, there are extra restrictions such as limiting the number of participants. These extra restrictions will be made known to you via the Website.
2.2.2 All webinars or live classes conducted online are subjected to availability. This means that, although we strive to ensure our website reflects the availability of courses, a webinar shown on the Website may no longer be available for booking. Minor differences in scheduling and time and other variations in availability are possible as a result of different time zone, point of purchase or booking, displaying technologies or other technical reasons. We are not liable for these variations and deviations.
2.3 REQUIREMENTS TO CONCLUDE A CONTRACT WITH MALVERN ONLINE.
2.3.1 You have to be 16 years of age or older and not otherwise legally incapacitated to enter into contracts to buy Products via the Website.
2.3.2 You can only order on the Website if you are a consumer, not a reseller.
2.3.3 You guarantee that the information you provide to us in the request or order is accurate and complete.
2.4 CONTRACT CONCLUSION WITH YOU
2.4.1 General Aspects of Contract Formation
The following applies to all types of products. All information on the Website is an invitation to treat only. In other words, the information is not an offer or binding contract. You agree that your order is an offer to purchase the Products listed in your order.
188.8.131.52 All orders submitted by you are subjected to acceptance by us. We are entitled to verify an order in advance at all times and/or to refuse to accept an order without providing reasons and with no liability to you or any third parties. If we do not confirm acceptance of your order within ten working days, it is deemed to have been refused.
184.108.40.206 We may choose not to accept your order at our own discretion. Examples of when we may not accept your order are as follows:
220.127.116.11 In the event that we do not accept (part of) your order we shall be entitled to cancel (part of) your order without incurring any liability towards you or a third party. Following the cancellation we will of course provide you with a refund for the amount paid to us under the cancelled (part of the) order.
18.104.22.168 We reserve the right to cancel your order after the creation of the contract of sale, thereby terminating the contract of sale, for the reasons stipulated in this section, under headings 2.4.1 “General Aspects of Contract Formation” above. Following the cancellation we will of course provide you with a refund for the amount paid to us under the cancelled (part of the) order.
22.214.171.124 We have and fully reserve the right to refuse to accept any order that it knows or reasonably suspects was made with the assistance or involvement of any software, robot, crawler, spider or other automated means or device.
2.4.2 Special Aspects of Contract Formation for Products
After your order has been placed, we will send you an order acknowledgement email with your order number and details of the Products you have offered to purchase and details of any course booking. Acceptance of your order and the formation of a contract of sale of the Products between you and us will not take place unless and until either:
2.5 ORDER CANCELLATION
Please contact our learning support and services for assistance.
2.6.1 The stated prices include government taxes. Prices are quoted in United States Dollars (US$). Depending on the country you are residing in, we may display price in local currencies. We reserve the right to make price changes prior to an order placed by you. We reserve the right to change, limit or terminate any special offers or discounts at any time. Additional costs such as exam re-take, module-retake, make up webinar, supplementary class, revision or any other costs related to the course requirements will be specified, and you will make the necessary payment promptly. Unless otherwise, more costs may be incurred as a result of delay. Please note that the additional costs vary from each course and type of modules. For further details, please see go to Webinar section of the Website. All additional costs will be made available separately on the Website.
2.7 METHODS OF PAYMENT
2.7.1 Please check the Website for information on available payment methods (link to payment methods). We reserve the right to conduct an individual verification check for each order in accordance with the Malvern Online Personal Data Protection Policy (link to PDPP). Depending on the results of this check, we reserve the right to refuse certain methods of payment.
3.1 PERSONAL ACCOUNT, ETHICS AND LEGAL AGE
3.1.1 You agree to use the Site only in accordance with these Conditions of Use, the Terms and Conditions agreed during account creation, for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of the Site. Prohibited behaviour includes (this list is not exhaustive) harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the Site and impersonating another person (for example, by using their login details to access the pages of the Site which are for Malvern International or Malvern Online staff and students only).
3.1.2 If you are under 16 please get a parent’s or guardian’s permission before creating your Malvern Online account. Users without this consent are not allowed to provide us with personal information.
3.2 INTELLECTUAL PROPERTY
3.2.1 All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) and all content located on the Site shall remain vested in Malvern Online or its licensors (which includes other users). You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post , broadcast, transmit, make available to the public, or otherwise use Malvern Online content in any way except for your own personal, non-commercial use. If you have any questions please ask us via the contact us facility.
3.2.2 You must however read these intellectual property rights as being subject to any restrictions on use applying to any materials or content on the Site including (this list is not exhaustive) photographic images, videos and text whether directly on a page of the Site or contained in a document (e.g. a pdf) accessible from a page of the Site) (‘Materials’) or part of them such as video and photographic images. If you do not agree to be bound by the intellectual property terms then you must not use Malvern Online Materials made available under these terms.
3.3 CONTENT AND INFORMATION
3.3.1 Content and Information posted, sent or uploaded by you onto the Site. Certain pages of the Site permit you to post, send or upload content and information. If you do this we will take this to mean that you have read and accepted these Conditions of Use and (to the extent that these are relevant) the Terms and Conditions agreed during Malvern Online account creation.
3.3.2 You must not post, send or upload any such content or information:
(a) unless you own or have appropriate rights to use the intellectual property rights subsisting in or relating to that content and information and unless you are sure that posting, sending or uploading the same does not infringe the rights (including but not limited to the intellectual property rights) of any other person or organisation,
(b) which is or could be considered defamatory, derogatory or inappropriate with regard to us, our customers or clients or any other person or organisation,
(c) which contains any confidential information about us or another person or organisation (unless you have our permission or that of the other person or organisation),
(d) which contains any offensive, obscene or criminal content or any other content which may cause embarrassment to us, its customers or clients or any other person or organisation, and
(e) which contains any personal data about another person including (this list is not exhaustive) names, contact details and sensitive personal data (for example, information about an identified or identifiable individual’s mental or physical health, racial or ethnic origin, religious or other beliefs).
3.3.3 The Information Commissioner Office’s website [https://ico.org.uk/] provides more guidance on what are personal data and sensitive personal data.
3.3.4 We are not responsible for any content and/or information which you post, send or upload onto the Site. We reserve the right to withdraw any such content and/or information without notice and at our sole discretion and to pursue any cause of action against you available to us under applicable laws.
Accuracy of Content and Information on the Site
We do not represent that information contained on or available via the Site is accurate or complete and accordingly it should not be relied on as such. You should not rely on any such information. Any arrangements made between you and any other person, using or named on the Site are entirely at your sole risk and responsibility.
Information contained in or accessible via the Site changes on a regular basis. We may make improvements or alterations to the Site at any time and without notice.
Addresses of or links to other websites may appear on the Site for your convenience. We do not operate or monitor other websites and we accept no responsibility or liability for the content of other websites. Any link is not intended to be, nor should be construed as, an endorsement of any kind by us of another website.
We do not guarantee that:
(a) use of the Site will be compatible with all hardware and software,
(b) use of the Site will be uninterrupted or error or virus free,
(c) use of the Site will deliver any specific outcome for its users, or
(d) defects on the Site will be corrected (save for those defects which we are obliged to correct by law).
3.4.1 You must take appropriate steps to ensure that you regularly check for and protect against viruses when using the Site on any device.
3.4.2 We make no statement about the suitability of the content, information and services contained on, or accessed via, the Site. All warranties, terms and conditions in this regard, including all warranties, terms and conditions implied by statute or otherwise, of satisfactory quality and fitness for purpose are excluded to the fullest extent permitted by law (please see directly below for more details). For the avoidance of doubt this includes materials accessed via links to websites (including home pages, web pages or documents they contain) operated by any other person or organisation.
3.4.3 We further exclude to the fullest extent permissible by law (please see below for more details) all liability for damages and direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, business interruption, depletion of goodwill and like loss) or otherwise incurred by you or any other person or organisation and arising out of or in any way connected with the use of the Site or its content, whether based on contract, tort, strict liability or otherwise.
3.4.4 We do not exclude or limit our liability (if any) to you:
(a) for any breach of obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982,
(b) for personal injury or death resulting from negligence,
(c) under section 2 (3) Consumer Protection Act 1987,
(d) for any matter for which it would be illegal for us to exclude or to attempt to exclude liability, or
(e) for fraud.
3.4.5 You will defend, indemnify and hold harmless us, our affiliates and our officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable legal costs, arising out of or in any way connected with any breach by you of these Conditions of Use.
3.4.6 The internet is not a secure means of communication. Emails may be intercepted by other people or organizations. You should not send any communication to us through the Site or by email, in particular which contains personal data (including sensitive personal data) and/or confidential information about you or any other person, unless you accept that any such communication would be sent at your own risk and on the understanding that we would not be liable for any loss that you might suffer as a result (except for losses which cannot be excluded or limited at law, as referred to above).
You can ask for a refund on your Malvern Online purchase(s) if:
4.1 PARTIAL REFUND
We do not accept request to refund part or parts of the course even if they are not accessed, used or downloaded.
We do not accept request to exchange course(s) whether of lower or higher values.
4.3 PROMOTIONAL PRODUCT
If you purchased at an offer price, your refund will be based on that promotional price. If you are asking for refund that were purchased on a promotion, such as ‘Buy one get one free’ or ‘3 for 2’, then the promotion will no longer apply and your refund value will be adjusted accordingly. We reserve the rights to make final decision on the refund value.
4.4 REFUND & CREDIT
We reserve the right to apply a credit or a refund, at our discretion, depending on capabilities of our payment processing partners or the platform from which you purchased your course (website, e-wallet, payment gateway). No credit or refund is due to you if you request it after the 60-day guarantee time limit has passed.
4.5 REQUEST A REFUND
To request a credit/refund, please write to firstname.lastname@example.org. Providing us the reason for refund, details of purchase such as student ID, full name and order number are necessary for us to process your request.
4.6 RECEVING YOUR REFUND
We will refund your money in the same way you initially paid for it. This is the safest way to ensure funds are returned to the right person only. Where consent is given to us to transfer the refunds to other name and/or other financial facilities with same or other name, we reserve the rights to maintain our Refund Policy. If the credit card or financial facility you used for purchase is no longer in use, we bear no responsibilities in retrieving the funds already credited. Please consult your financial facility directly.
5.1 PROMOTION CODE TERMINLOGY
“Gift Voucher/Discount Code/Discount Voucher/eCoupon/eVoucher” or its group of common calling names is known as “Promotion Code” or also commonly known as “Promo Code” in our Site. A Promo Code may be printed and distributed through marketing collaterals, or takes the form of digital marketing collaterals.
5.2 USE OF STANDARD PROMO CODE
Promo Code can only be used online at www.malvernonline.com subjected to these general terms and conditions, and any other specific conditions notified to you on the issue of an Promo Code. No Promo Code is redeemable through any website owned or operated by Malvern International Plc other than www.malvernonline.com. The Site in which a Promo Code can be used will be made known to you or the consumer.
5.2.1 A Promo Code is redeemed by entering its code at the appropriate point in the online purchase process. Redemption may be subject to you providing proof of entitlement to use the Promo Code.
5.2.2 Your use of a Promo Code indicates your agreement to be bound by these Terms and Conditions.
5.3 DISTRIBUTION OF PROMO CODES
5.3.1 Promo Codes are, and remain at all times, the property of Malvern International and Malvern Online.
5.3.2 The right to use a Promo Code is personal to the original recipient and may not be transferred. No Promo Code may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the original recipient, or stored in a data retrieval system, without the prior written permission of Malvern Online.
5.3.3 Promo Codes distributed or circulated without the written approval of Malvern Online, for example on an Internet message board or on a “bargains/sales” website, are not valid for use and may be refused or cancelled.
5.3.4 Permitted usage of Promo Codes
126.96.36.199 Unless expressly stated otherwise at the time of issue of the Promo Code;
188.8.131.52 Each issued Promo Code will be valid for use by a recipient only once.
Only one Promo Code will be valid for use per customer or entity, as the case may be, and,a Promo Code may not be used in conjunction with any other special offer or Promo Code
When a Promo Code expressly state at the time of issue that they may be used in conjunction with other Promo Code or offers, we will make known to you or the customer. Promo Code
When Promo Codes expressly state at the time of issue that they may not be used in conjunction with other Promo Codes or offers, we will make known to you or the customer.
Promo Codes cannot be exchanged for cash or used to purchase gift-vouchers.
5.4 Excluded goods and services
Certain goods or services may be excluded from all Promo Code offers. From time to time, other goods or services may be excluded and any such further exclusion will be notified to you along with the Promo Codeor through the Site
5.5 Promo Codes may be limited to redemption in respect of certain products or services or certain products or services may be excluded from the ambit of use of the Promo Code, in which case notice will be given to you at the time of issue of the Promo Code.
5.6 Excluded goods and services will not count towards any qualifying conditions for offers and will not benefit from any promotional discount.
5.7 MINIMUM SPEND REQUIREMENTS
5.7.1 Where the redemption of a Promo Code is subject to a minimum spending requirement, the redemption is only permitted in respect of the purchase of qualifying product(s) which will be communicated to you at the time of issue of the Promo Code. Excluded products and supplementary charges, such as supplementary courses or remedial classes or postages, shall not count towards a minimum spending requirement.
5.7.2 If more than one minimum spend offer is valid for use in an order, there must be sufficient qualifying spend to meet the requirements of each offer in total. For example, to use a Promo Code with US$3.00 discount on US$30.00 purchase and a US$5.00 discount on US$50.00 purchase in the same transaction (assuming that these Promo Codes can be used together), you must spend at least US$80.00.
5.8 CALCULATION OF DISCOUNTS
5.8.1 Where an online offer states that a percentage discount will be given on a purchase, the cost of the qualifying purchases will be reduced by the stated discount percentage.
5.8.2 Where purchases are stated to be offered on a “VAT-free” basis, the prices of qualifying items will be reduced by the equivalent of VAT. At the current VAT rate of 20% this equates to a discount of 16.67%.
5.8.3 Supplementary charges shall not be discounted unless specifically stated in the offer description.
5.9 SECURITY AND FRAUD
5.9.1 When you use a Promo Code you warrant to Malvern Online that you are the duly authorized recipient of the Promo Code and that you are using it in good faith.
5.9.2 If you redeem, attempt to redeem or encourage the redemption of Promo Code to obtain discounts, monetary gains or any other gains to which you or a third party are not entitled you may be committing a civil or criminal offence.
5.9.3 If we reasonably believe that any Promo Code is being used unlawfully or illegally we may reject or cancel any Promo Code and you agree that you will have no claim against us in respect of any rejection or cancellation. We reserve the right to take any further action it deems appropriate in such instances.
5.9.4 Limitation of liability
At all times our acceptance of an order is described at 2.4.2, , at which point the purchase contract will be made and you will be charged for your order.
5.9.5 All offers are subject to course schedule availability.
5.9.6 Malvern Online shall not be liable to any current or new learners for any financial loss arising out of the refusal, cancellation or withdrawal of any Promo Code or any failure or inability of a current or new learner to use a Promo Code for any reason.
184.108.40.206 We reserve the right to vary or terminate the operation of any Promo Codes at any time without notice.
220.127.116.11 The failure of Malvern Online to take any action in respect of a breach of these terms and conditions shall not constitute a waiver of their enforceability. We reserve rights in respect of these terms and conditions at all times.
18.104.22.168 Colleague Promo Code
From time to time, we may issue Promo Code specifically to be used by Malvern International colleagues and its subsidiaries. We reserve the right to vary or terminate the operation of any colleague Promo Code or any types of Promo Code at any time without notice. All Colleague Promo Codes are subjected to the Terms and Condition.
Malvern International Plc is a company incorporated in England and Wales (Registration Number : 05174452) and having its registered office at Witan Gate House, 500-600 Witan Gate West, Milton Keynes, Buckinghamshire MK9 1SH and its main business and operations are in London: Malvern House International LTD, 200A Pentonville Road, London N1 9JP.
Malvern International Plc (MLVN) is quoted on AIM, the London Stock Exchange’s international market for smaller growing companies. It is the holding company for a number of wholly-owned operating subsidiaries whose business is the provision of educational programs and qualifications. The Group operates from centres in Southeast Asia and the UK, with its main operations in London, Manchester, Brighton and Singapore.
The Educator Services Agreement (“Agreement”) is made on the day between Company and Educator (“You”) upon complete enrollment and acceptance by Company.
This Agreement contains the terms and conditions of your participation as an Educator via Malvern Online. Any version of these terms and conditions in a language other than English is provided for convenience and you understand and agree that English language will controll if there is any conflict of understanding.
To be eligible to provide Educator Services (defined below) to Malvern Online’s student, in addition to any other requirements set forth herein, you must (1) be at least 18 years of age, or the age of majority in your country jurisdiction; (2) demonstrate knowledge of topic and skills proficiency in the applicable product or services that you are interested in providing for; (3) not be in violation of, or adjudicated in any court of competent jurisdiction to have violated, any law, act, regulation or government order; (4) acquired professional qualification(s) and/or undergraduate, and/or post-graduate degree(s) directly or indirectly related to the topic; and (5) accumulated teaching, training, mentoring or coaching experiences at workplace learning or training and education environment.
NOW IT IS HEREBY AGREED as follows:-
1.1 In this Agreement, the following expressions shall have the following meanings:-
Party: means the Educator and MALVERN ONLINE
Agreement: means this Contract for Service, including all its appendices
Educator Services: means using a set of pedagogical method or facilitating learning to delivering the learning objective(s). These services are defined in “Assurance” collectively with “Educator Fees”.
Confidential Information: means MALVERN ONLINE’s information comprising all data and information relating to the operations, business, programs and other activities of MALVERN ONLINE, including (without any limitation):
(a) all materials, manuals, syllabi, reading lists, study guides, course work, examination papers, supplements, questions, answers, marking schemes, lesson plans, case studies, information, data and documentation related to the module, or otherwise provided by, obtained from or belonging to MALVERN ONLINE;
(b) all pedagogies, methods, techniques, activities, models, procedures, processes, concepts, approaches, tools, inputs, data, and information;
(c) all policies, discussion papers, guidelines, requirements, standards, programmes, modules, memoranda and internal communications of MALVERN ONLINE;
(d) all correspondence between MALVERN ONLINE and Educator;
(e) all administrative, marketing, sales, business, financial, operational, technical, commercial, and human resource information;
(f) all contractual arrangements, forecasts, accounting and tax records, marketing plans, strategies, models, product and service information, price lists, fee structures and pricing information;
(g) all Intellectual Property of MALVERN ONLINE which has not been prublished;
(h) all information contained in documents and media markeed “confidential”, “restricted” or “classified”, or other similar marking; and
(i) all other proprietary information of MALVERN ONLINE, whether written, electronic or in oral form, which is either directly or indirectly disclosed to or received by the Educator from MALVERN ONLINE and/or MALVER ONLINE’s employees, administrators, advisors or Educators, whether or not such information belongs to MALVERN ONLINE, or to a third party.
Effective Date: means the date the Educator has been qualified and authorized to provide Educator Services for one or more lessons or modules.
Cessation Date: means the date the Educator ceased to provide Educator Services.
Commencement Date: means the date the lesson or module is opened for enrolment.
Completion Date: means the date the lesson or module is closed.
Intellectual Property: means any and all copyright, trademark, pending trademark application, patent, pending patent application, know-how, registered and unregistered design, trade secrets, lay-out design rights, proprietary rights and all other intellectual and industrial property rights in all countries of the world.
Module Materials: means all documents and materials in written or electronic format provided by MALVERN ONLINE and/or MALVERN ONLINE’s employees, administrators, advisors or Educators for use in conducting the lesson plan, whether or not such material belongs to MALVERN ONLINE, or to a third party.
Webinar: means the live sessions organized by MALVERN ONLINE in preparing prospective candidates, existing enrolled student for acquiring proficiency level at each unit or module. For details on Webinar, please refer to <LINK TO WEBINAR ROE>
Learning Materials: means all documents and materials in written or electronic format, including but not limited to any manual, syllabus, reading list, study guide, discussion paper, course work, examination paper, supplement, question, answer, marking scheme, lesson plan, case study, pedagogy, method, technique, activity, model, procedure, process, concept, approach, tool, program or module prepared by the Educator for use in conducting the lesson.
1.2 In this Agreement, unless the context requires otherwise:
(a) words importing the singular shall include the plural and vice versa;
(b) words denoting a given gender include all other genders;
(c) headings are for convenience only and shall not affect interpretation;
(d) the words “include”, “includes” or “including” shall not be construed as having any limiting effect;
(e) a reference to any legislation or to any section or provision thereof includes any statutory modification or re-enactment or any statutory provision substituted for it, and ordinances, by-laws, regulations, and other statutory instruments issued thereunder; and
(f) except as otherwise set forth in the body of this Agreement or in any Appendices, in the event of a conflict between the provision in the body of this Agreement and the provisions in the Appendices, the provisions in the body of this Agreement shall prevail.
Selling Price: means the published price in US$ or local currency of the product or service including taxes based on Net Exchange Rate.
Net Price: means the discounted price in US$ or local currency of the product or service including taxes based on Net Exchange Rate.
Net Exchange Rate: means a system-wide rate used by Malvern Online for foreign currency conversion and does not include any transaction fees absorbed by Malvern Online. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Net Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign
currency conversion is processed.
Flat Rate: means net amount less any refunds paid, as provided in Educator Fee.
Gross Amount: means the amount received by MALVERN ONLINE for purchases made by students for the course.
Administrative Fee: means the fee payable by Educator due to MALVERN ONLINE for relevant taxes, administration and handling fee, learning support services fee and amount in connection to MALVERN ONLINE product and services offerings.
Educator Fee Scheme: means the choice of Scheme the Educator select to participate in MALVERN ONLINE Educator Services.
2.1 On and from the Effective Date, MALVERN ONLINE hereby appoints the Educator, and the Educator hereby accepts such appointment, to act as the Educator for the lesson upon the terms and conditions of this Agreement, up to and including the Completion Date, as well as other duties and responsibilities as MALVERN ONLINE may designate from time to time. This
Agreement may be renewed by MALVERN ONLINE at its option, subject to mutual agreement between the MALVERN ONLINE and Educator.
2.2 The appointment is granted on a non-exclusive basis, and nothing in this Agreement shall prevent MALVERN ONLINE from appointing other third parties to perform the services of the Educator or other similar services.
2.3 MALVERN ONLINE shall have the full and absolute discretion not to renew the appointment and terminate the Agreement if the Educator:
(a) is found with track record of rescheduling and cancellation of classes;
(b) is found with bad student feedback and low passing rate;
(c) cannot maintain Educator evaluation score of 3.7 or above, for two consecutive lesson or unit;
(d) cannot maintain or exceed the passing rate benchmarked against a peer-Educator teaching the same unit or module (written assignment and/or coursework and/or examinable units or module;
(e) cannot maintain or exceed the national passing rate, where applicable;
(f) cannot maintain or meet the benchmark of accredited professional bodies, not limited to Universities and any other governing bodies.
(g) cannot provide sufficient evidence(s) of professionalism and ethics in providing Educator Services.
3.1 Subject to Clause 3.2, the Educator shall perform the stipulated assignment(s) listed below:-
Assignments Total Contact Hours.
Assurance Total no. of Webinars prescribed for the unit or module.
3.2 The scheduled dates for the webinar sessions set out in Clause 3.1 may be varied by MALVERN ONLINE at any time, in its sole and absolute discretion, subject to the enrolment numbers for the lesson.
3.3 The Educator shall ensure that his management, operation and conduct of the Webinar complies with the standards and requirements of MALVERN ONLINE and is of a sufficiently high standard. Without prejudice to the foregoing, the duties and responsibilities to be performed by the Educator under this Agreement shall include but is not limited to the following:
(a) to be thoroughly familiar with the syllabus of the Module and the Module Materials, including but not limited to textbooks, supplemental materials and study guides issued to students, as well as past years’ examination questions-and-answer materials;
(b) to develop Learning Materials, which should be professionally prepared and sufficiently concise where appropriate, for the delivery of the Webinar sessions including all self-directed learning hours;
(c) to deliver the stipulated number of Webinar sessions and to cover the Module syllabus assigned by MALVERN ONLINE;
(d) to provide teaching, guidance, counselling and assistance to those candidates assigned to the Educator’s supervision or charge as reasonably expected;
(e) to verify attendees and mark attendance for all Webinar sessions;
(f) to allow MALVERN ONLINE to record the classes and recorded classes will be shared for closed group within MALVERN ONLINE;
(g) to assist in promoting relevant classes by means of recording promotional videos, course previews, online open day and workshops;
(h) to be cooperative when MALVERN ONLINE conducts announced and unannounced Webinar observations.
3.4 Module Materials and Learning Materials should be submitted via email to Webstore Specialist or uploaded to MALVERN ONLINE’s Learning Management System (LMS), not less than eight (8) weeks prior to Commencement Date of the first lesson or Webinar session. Where the Educator deems it necessary to issue Module Materials in addition to the main materials during Webinar session, these should be submitted to MALVERN ONLINE’s Webstore Specialist email, not less than three (3) working days after the commencement of the last Webinar session.
3.5 The Educator further agrees to adhere to the following conditions:
(a) to be properly attired during Webinar sessions, such as in formal business attire and minimally in smart casual;
(b) to maintain a strictly professional relationship with candidates or students of a high standard that is consistent with the values, prestige and standing of MALVERN ONLINE;
(c) to be punctual for all Webinar sessions;
(d) not to postpone, delay or cancel Webinar sessions without the prior approval of MALVERN ONLINE academics in charge;
(e) without prejudice to Clause 3.5(d), to give prior notice of at least seven
(7) working days of any postponement, cancellation or substitution of Webinar sessions, unless there are extenuating circumstances (e.g. illness) in which case prior notice of eight (8) hours shall be sufficient, provided the necessary supporting documentary proof are furnished to MALVERN ONLINE at the earliest subsequent opportunity;
(f) any postponement or substitution of Webinar that do not fulfil the notice period as stated in Clause 3.5(e) or exceeds the guideline as stated in Clause 3.6 will be subject to a penalty fee. The penalty fee shall be a 100% deduction of the Educator fees for the postponed Webinar (based on the fees set forth in Clause 4); and
(g) the Educator shall maintain or exceed a rating of 3.7 for each Lesson Evaluation per intake, failing which the Educator shall be expected to be interviewed by the relevant academics head for a discussion to improve the performance rating.
(h) the Educator shall be evaluated by the Inquiry Board for subsequent failures at the recommendation of relevant academics head for notice of termination.
3.6 The Educator acknowledges that postponement and cancellation of Webinar sessions on short notice causes considerable inconvenience, disruption and damage to the goodwill of MALVERN ONLINE and as such must be avoided at all costs. As a general guideline, any postponement or cancellation of Webinar sessions should not exceed 10% of the scheduled Webinar session dates for each module. Where the 10% is less than whole number, the calculation shall be round up.
3.7 Where there is a violation of the term stated in Clause 3.6, a meeting between the Educator and a member of staff at MALVERN ONLINE shall be called upon. If no improvement to the postponement or cancellation rate is observed in the following intake, the Educator shall expect a ‘cooling off’ period for one intake thereafter.
3.8 The Educator acknowledges that this Agreement is a contract for Educator Services upon the terms and conditions herein provided and the Educator is an independent contractor and is not an agent or employee of MALVERN ONLINE.
4.1 In consideration of the Educator’s Services performed pursuant to Clause 3 above, MALVERN ONLINE shall pay to the Educator a fee (“Educator Fee”). The Educator Fee shall be inclusive of all applicable taxes, duties, levies, expenses and other charges. The Fee is based on the following schemes:
Scheme: Associate Education Partner (AEP)
Flat Rate: 20% of Net Price
Administrative Fee: 3%
Currency: US Dollar (US$)
1. Webinar teaching Fee or Blended learning facilitation Fee
2. Develop unit assessments and/or mock / preliminary test
3. Marking and evaluation fee of written assessment or mock / preliminary test
Scheme: Senior Education Partner (SEP)
Flat Rate: 30% of Net Price
Administrative Fee: 3%
Currency: US Dollar (US$)
1. Webinar teaching Fee or Blended learning facilitation Fee
2. Develop full learning materials (aka. Courseware) including assessment
3. Develop mock / preliminary test
4. Marking and evaluation fee of written assessment or mock / preliminary test
As Educator, you are responsible in determining the Selling Price for the course you have been qualified to provide Educator Services. The Selling Price is only for your own submitted Module and Learning Materials. You must not charge separately for any learning materials add-ons not limited to downloadable PDFs or content and services, whether via 3rd party services, links to sell a product or service outside of Module and Learning Materials. MALVERN ONLINE is, and will be the only platform to handle billing and any other fees related to course and student. MALVERN ONLINE reserves the full right to alter at any time, and determine the final Selling Price at our discretion, prior to publishing the Selling Price.
Your participation with MALVERN ONLINE denotes permission granted to us, to share your course, with employees of MALVERN INTERNATIONAL PLC and its group of subsidiaries, and its partners, information about you, for which you will not receive compensation or commission in any way.
MALVERN ONLINE offers certain program that aims to market your course. Using diverse sets of marketing tools, these programs may include, or deployed individually, but are not limited to, deals program in bundle, subscription based, time-based promotion codes and bulk purchase. The Fee you received is based on Net Price, after deduction of the discount applied to the course. Regardless of the Scheme you are enrolled to provide Educator Services, you cannot opt out, or determine the program that MALVERN ONLINE applies to the sale of the course. Your course will remain subjected to any sales, campaigns, or promotion under any Marketing Programs that are active at the time until the completion of such sales, campaigns or promotions. In addition, you acknowledge and accept that certain sales, campaigns or promotions may be limited in applicability, or connected with another course, or set of courses, which you may not have directly developed
the Module or Learning Materials. And, not all sales, campaigns, or promotions will apply to your course.
22.214.171.124 Non Guarantee
You acknowledge and accept that MALVERN ONLINE does not, indicate to you guaranteed sales or number of enrollment, or minimum number of success rate in connection to the Marketing Programs. The selection of courses under the Marketing Programs does not denote MALVERN ONLINE endorsement, or of you, your organization and background.
4.2 Educator Fee is paid by MALVERN ONLINE in accordance with the applicable legislation, regulations and policies from time to time, on the 15th day of the following month via electronic bank transfer. The Educator acknowledges and understands that such Educator Fees that are paid shall be inclusive of any necessary payments that the Educator has a personal obligation to meet, including any payments due and owing to residing country relevant authorities or any other statutory or government agency.
4.3 No fees will be paid for any cancelled Webinar sessions or extra hours of Webinar sessions conducted by the Educator without prior approval from the relevant academics head.
4.4 MALVERN ONLINE may change, alter, adapt and use the Learning Materials or any part or parts thereof in such manner as it may in its absolute discretion think fit and either alone or in conjunction with any other material.
As an Educator, you acknowledge and agree that students have the right to receive refund, as set forth in MALVERN ONLINE’s Terms and Conditions. MALVERN ONLINE and the Educator shall not receive any payments, fees or commissions for any transactions for which a refund for a course or module has been granted pursuant to the Terms and Conditions. In the event that a student’s request for a refund for a course or module after MALVERN ONLINE has sent an Educator to provide Educator Services including Webinar, MALVERN ONLINE reserves the right to either; 1) deduct the amount of such refund from the next payment due to the Educator, or 2) require that Educator to refund any amounts to MALVERN ONLINE that has been refunded to student(s) for the course or module, to the extent no additional payments are due from MALVERN ONLINE to Educator, or such payments due to the Educator are insufficient to cover the amounts refunded to students.
4.6 Payment Terms
All Educator Fees and other amounts payable to the Educator for Educator Services under this Agreement, if any, are stated in and payable in US$ and the Educator shall be responsible for the costs associated with any exchange rate converting the US$ into the Educator’s local currency. Unless otherwise specified by MALVERN ONLINE in writing, Educator will be paid by Company on a monthly basis for all fees payable to Educator through the 3rd party payment processor of Company’s choosing. MALVERN ONLINE reserves the rights to add or otherwise use a different payment processing service(s) to process payment for existing and prospective Educators. All payments made to Educator by Company hereunder will be made through such a payment processor and are subjected to, and exclusive of any fees or other charges that such payment processor may charge either Company or Educator or both parties. To the extent that Educator resides in or is otherwise situated in a location which is not served by Company’s 3rd party payment process, Educator shall not provide Educator Services hereunder and Company shall have no obligations to Educator hereunder. Educator acknowledges and agrees that it is the Educator’s sole and exclusive responsibility to establish an account with the appointed 3rd party payment processor and to maintain such account in good standing. Educator also agrees that the location associated with his or her payment processing account shall be accurate and consistent with Educator’s application information. Company shall have no liability to Educator for any payments due under this Agreement that are denied by payment processor, that remain unclaimed for a period of thirty (30) days or more days, or otherwise are rejected by payment processor, or any other Company authorized 3rd party payment processing service for any reasons. In the event where additional costs are incurred to recover, reprocess or any measures to process the payment, the amounts will be deducted from the payment without prior notice.
You understand and agree that you are responsible for any taxes on your income. We reserve the right to withhold payment if we do not receive proper tax documentation. With regards to sales tax on the sale of your courses, the following applies:
1. European Union
In the event that the sale or delivery of a course or Learning Materials to any student in the European Union is subject to any value added tax (“VAT”), under applicable law, Malvern Online will collect and remit the VAT to the competent tax authorities for sales of such courses or Learning Materials to students in the European Union. Malvern Online may at its own discretion increase the Selling Price where Malvern Online is of the view that VAT may be due and Malvern Online will have a liability to account for such. You will indemnify and hold Malvern Online harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Educator Fee or otherwise.
2. All Other Countries
For sales of any courses or Learning Materials in countries other than the European Union, South Korea and Japan, you are responsible for following the requirements of the appropriate taxing authority related to sales tax on your courses (which may be different to the tax authority in your own location). Malvern Online is unable to provide you with tax advice and you should consult your own tax advisor.
5.1 The Educator undertakes that no part of the Learning Materials infringes the Intellectual Property or other rights of any third party. Where materials of third parties are utilized or reproduced, the Educator shall duly inform and provide MALVERN ONLINE with a written list of the materials. If the reproduction or utilization of such third party copyright materials do not fall within the exceptions set forth in sections 51, 52 and 52A Copyright Act (Cap 63), the Educator shall delete or remove such third party materials from the Learning Materials or at his own costs and expense obtain from the relevant third parties all necessary written permissions, permits or licenses, in electronic form or otherwise, for use in the lesson plan.
5.2 The Educator hereby agrees to grant MALVERN ONLINE an irrevocable and perpetual license to use the Learning Materials, solely as reference material, in connection with the conduct of future Lectures.
5.3 The Educator acknowledges MALVERN ONLINE’s title, interests in and rights to such Intellectual Property and other confidential or proprietary information belonging to MALVERN ONLINE that the Educator may have been provided with or have access to from time to time in connection with this Agreement, the preparation of the Learning Materials and/or the conduct of the lesson and agrees not to reproduce, distribute, adapt, circulate or use in any form or manner such Intellectual Property and other confidential or proprietary information, except as may be reasonably necessary for the preparation of the Learning Materials and/or the conduct of the lessons and Webinars.
6.1 The Educator hereby warrants that:
(a) the Learning Materials (including all third parties’ works that have been attributed to the original authors and have been granted permission from the original authors for their inclusion in the Learning Materials) shall be (i) original and of sufficient literary or educational merit as required or appropriate for the Lecture and (ii) will not violate any third party copyright or other intellectual property or proprietary rights, nor any obligation of confidence owed to any third party;
(b) the Learning Materials shall not contain anything of a libellous, defamatory, illegal, tortious, immoral, obscene, offensive, religious, discriminatory or scandalous nature, or which shall expose MALVERN ONLINE to any civil or criminal proceedings in any part of the world;
(c) all statements in the Learning Materials purporting to be facts are true and accurate to the Educator’s knowledge and belief; and
(d) he/she will not reproduce, distribute, adapt, circulate or use in any form or manner the Module Materials except as may be reasonably necessary for the conduct of the lessons and Webinars.
7.1 For the duration of this Agreement, the Educator agrees to disclose to MALVERN ONLINE, all activities which are of the same nature as those performed by him under this Agreement, which are undertaken for the benefit of any other person, government department, statutory board, company, business or organization other than MALVERN ONLINE.
7.2 To avoid conflicts of interest, the Educator who is under existing contractual Agreement shall not take on an identical or similar role for the module or course offered by any other person, government department, statutory board, company, business or organization other than MALVERN ONLINE.
7.3 Upon the expiry or termination of this Agreement, whether by MALVERN ONLINE or the Educator, the Educator shall not teach the taught lessons or modules online for a period of twelve (12) months after the expiry or termination.
8.1 The Educator agrees to fully indemnify MALVERN ONLINE against any and all actions, claims, proceedings damages, losses, liabilities, expenses, charges and costs (including legal costs on an indemnity basis), arising from or incurred by MALVERN ONLINE by reason of any breach of Clause 6, or by any use of the Learning Materials
9.1 The Educator agrees to maintain and keep strictly confidential and not divulge or communicate to any person whatsoever, other than those authorized employees or officers of MALVERN ONLINE or its appointees, the Confidential Information of MALVERN ONLINE, including the following:
(a) specific details of MALVERN ONLINE’s test and marking procedures; and
(b) any other documents containing Confidential Information; and
(c) must not disclose, disseminate or reveal to any seating candidates or student the Examiner’s Guide and Answers relating to Mock Question Paper or all Preliminary Test designed by ALVERN ONLINE and its education partners.
9.2 Without limiting the generality of Clause 8.1, the Educator shall take all reasonable steps, including, but not limited to, those steps taken by MALVERN ONLINE to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information in his/her possession or under his/her control is not disclosed or duplicated for the use of any third party. The Educator shall notify MALVERN ONLINE forthwith upon becoming aware of any fact or matter which involves or is likely to involve an unauthorized disclosure or use of the Confidential Information.
9.3 In consideration of the disclosure of Confidential Information by MALVERN ONLINE to the Educator, the Educator undertakes to MALVERN ONLINE:-
(a) to maintain the same in strict confidence and to use it only for the preparation of the Learning Materials and conduct of the lessons and Webinars and for no other purpose, in particular, but without prejudice to the generality of the foregoing, (i) not to make any commercial use thereof, (ii) not to use the Confidential Information for the benefit of himself/herself or any third party other than pursuant to a further written agreement with MALVERN ONLINE and (iii) not to disclose the Confidential Information in any manner to any person or entity whether for private or commercial use or otherwise, except as may be reasonably necessary for the preparation of the Learning Materials and/or the conduct of the Webinar; and
(b) not to copy, reproduce, adapt, reduce to writing or otherwise in any form or manner use the Confidential Information or any part thereof except as may be reasonably necessary for the preparation of the Learning Materials and/or the conduct of the Webinars and that any copies, reproductions or reductions to writing so made shall be the property of MALVERN ONLINE.
9.4 The Educator shall:-
(a) within one month of the termination or expiry of this Agreement, or upon receipt of a written request from MALVERN ONLINE, return to MALVERN ONLINE or destroy as requested by MALVERN ONLINE all documents and materials (and all electronic and printed copies thereof) containing the Confidential Information and certify in writing to MALVERN ONLINE that it has complied with the requirements of this sub-Clause (a); and
(b) Notwithstanding the expiry or termination of this Agreement, or the return of the documents and materials (electronic and printed) as aforesaid, the Educator shall continue to be bound by the undertakings set out in Clause 8.
10.1 All notices under this Agreement shall be in writing and shall be sent by official email to the Educator and MALVERN ONLINE being served at its corresponding email address specified below or at such other address of which such Party shall have given notice as aforesaid :- MALVERN ONLINE: email@example.com
11.1 This Agreement shall commence on the Effective Date, and shall continue in force until or the next Completion Date, unless earlier terminated in accordance with this Agreement.
11.2 Subject to Clause 11.3, this Agreement shall continue in force until terminated by either Party giving written notice by email, of no less than three (3) months, to the other Party. For the avoidance of doubt, the said notice period shall not expire earlier than the end date of the current intake.
11.3 Notwithstanding Clause 11.2, MALVERN ONLINE may terminate this Agreement immediately and without liability for compensation or damages, if:
(a) the Educator commits any material breach of any term under this Agreement;
(b) is guilty of any misconduct having an impact on the reputation of MALVERN ONLINE, including but not limited to the Educator’s conduct in or outside of the Webinar sessions and/or any statements made by the Educator disparaging MALVERN ONLINE; or
(c) is otherwise guilty of any grave misconduct or wilful neglect in the discharge of his duties under this Agreement; and
(d) MALVERN ONLINE postpone or cancel any of the Webinars that are stated in the Agreement and the relevant annex due to low enrolment numbers or due to any other unforeseen circumstances that may arise any time before the commencement date of the lesson or Webinar.
11.4 Any termination or expiry of this Agreement shall be without prejudice to the rights of MALVERN ONLINE which have accrued prior to such termination, and any rights or obligations in this Agreement which are intended to survive the termination or expiry of this Agreement, including Clauses 5, 6, 7, 8, 14 and 15, shall survive the termination or expiry of this Agreement for any reason.
11.5 Deleting Your Account
If you wish to delete your Educator account, you may do so by logging into your account in the MALVERN ONLINE Learning Management System (LMS). We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to you prior to deleting your account. These efforts may or may not be affected by other factors not limited to Refunds. Until MALVERN ONLINE is satisfied with all the outstanding issues connected to the Educator Services, your request for account deletion will be put on hold for MALVERN ONLINE to take further measures. Until the deletion of your account, you agree and accept that you continued to be bound under the Terms and Conditions and this Agreement.
11.5.1 Educator Personal Data You hereby understand and agree that if student(s) have previously enrolled to your course(s), your name and such course(s) remain accessible to those student(s) who enrolled to your course(s), even after your account has been deleted. Should you require assistance or encounter any difficulties in deleting your Educator account, you may contact us via email at firstname.lastname@example.org, and we will make commercially reasonable efforts to respond to your request within the next 48 working hours.
12.1 This Agreement is personal to the Educator and shall not be assigned or otherwise transferred in whole or in part by the Educator without the prior written consent of MALVERN ONLINE.
12.2 MALVERN ONLINE may assign or transfer all or any part of its rights and obligations under this Agreement to any third party with prior written notice to the Educator.
13.1 If at any time any provision of this Agreement shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from this Agreement.
14.1 Any waiver by any Party of any breach of any term of this Agreement by the other Party shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach. No waiver by a Party shall be valid unless made in writing and signed by the authorized representative of such Party.
15.1 The Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore shall not under any circumstances apply to this Agreement and any person who is not a Party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall from part of a class of persons so named, referred to, or identified, in this Agreement) shall have no right whatsoever under the Contract (Rights of Third Parties) Act to enforce this Agreement or any of its terms.
16.1 This Agreement constitutes the entire Agreement and understanding between the Parties and supersedes all previous agreements, understandings and undertakings in such respect and all obligations imposed by law to the extent that they conflict with the express provisions of this Agreement. This Agreement cannot be changed except by written agreement between the Parties. The interpretation, construction and effect of this Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore and the Parties hereby submit to the exclusive jurisdiction of the Singapore courts.
17.1 This Agreement may be executed in one or more counterparts all of which taken together shall constitute one single agreement between the Parties.
From time to time, MALVERN ONLINE may update these terms to clarify our practices or to reflect new or different practices, such as when we add new features, and MALVERN ONLINE reserves the right to modify and/or make changes to these terms at any time. If we make any material change, we will notify you using prominent means such as email notice sent to the email address specified in your account or by posting a notice on the website. Other modifications will become effective on the day they are posted unless stated otherwise. If you continue to use the services on the website, after the effective date of any change, then such access and /or use will be deemed an acceptance of and an agreement to follow and be bound by the Educator Services Agreement as changed. The revised Educator Services Agreement supersedes all previous terms.
Malvern International Plc is a company incorporated in England and Wales (Registration Number : 05174452) and having its registered office at Witan Gate House, 500-600 Witan Gate West, Milton Keynes, Buckinghamshire MK9 1SH and its main business and operations are in Malvern House International LTD, 200A Pentonville Road, London N1 9JP. Malvern International Plc (MLVN) is quoted on AIM, the London Stock Exchange’s international market for smaller growing companies. It is the holding company for a number of wholly-owned operating subsidiaries whose business is the provision of educational programs and qualifications. The Group operates from centres in Southeast Asia and the UK, with its main operations in London, Manchester and Brighton.