Instructor Terms & Conditions

Effective date: 9 June 2025

These Instructor Terms & Conditions (“Agreement”) govern the relationship between you (“Instructor”) and the training company (“Training Provider”) that has engaged you to deliver training through the CertAlert platform. By accepting this Agreement you confirm that you have read, understood, and agree to be bound by its terms. If you do not agree, you must not proceed.

CertAlert Limited (“CertAlert”) operates the platform through which Training Providers manage their courses and learners. CertAlert is not a party to the engagement between you and the Training Provider except to the extent expressly stated herein.

1. Nature of Engagement

You are engaged as an independent contractor, not as an employee, agent, or partner of the Training Provider or CertAlert. Nothing in this Agreement shall be construed to create a contract of employment, a partnership, a joint venture, or any other form of employment relationship.

As an independent contractor you are responsible for your own tax obligations, PRSI contributions, and public liability insurance. You are not entitled to employee benefits including holiday pay, sick pay, or any entitlements under Irish employment legislation.

2. Services and Standards

You agree to deliver training courses assigned to you through the CertAlert platform to a professional standard, in accordance with:

• the course content and learning objectives set by the Training Provider;
• any applicable QQI, PHECC, HSA, or other regulatory requirements relevant to the course;
• the Training Provider’s operational and health and safety policies; and
• Irish law and any other applicable legislation.

You represent that you hold all qualifications, certifications, and registrations required to deliver the courses assigned to you, and that you will notify the Training Provider immediately if any such qualification expires or is suspended.

3. Non-Compete

During the term of your engagement and for a period of six (6) months following its termination (for any reason), you shall not, without the prior written consent of the Training Provider:

• directly or indirectly provide training services that are the same as, or substantially similar to, those you delivered on behalf of the Training Provider to any client of the Training Provider with whom you had contact during the twelve (12) months prior to termination; or
• solicit, canvass, or approach any such client for the purpose of providing competing training services, whether on your own account or on behalf of any third party.

This restriction applies throughout the Republic of Ireland. You acknowledge that this restriction is reasonable and necessary to protect the Training Provider’s legitimate business interests, including its client relationships and goodwill.

4. Non-Solicitation

During the term of your engagement and for twelve (12) months following its termination, you shall not directly or indirectly:

• solicit, entice, or recruit any employee, contractor, or instructor of the Training Provider to leave their engagement; or
• contact, solicit, or offer training services directly to any learner whose personal data you accessed through the CertAlert platform in connection with your engagement.

5. Confidentiality

You acknowledge that in the course of your engagement you will have access to confidential information belonging to the Training Provider and its clients, including but not limited to:

• course materials, content, and assessment frameworks;
• client names, contact details, and training requirements;
• learner personal data, training records, and certification history;
• pricing, commercial terms, and business strategy; and
• any information designated as confidential or that a reasonable person would consider confidential.

You agree to keep all such information strictly confidential and not to disclose it to any third party without prior written consent, both during and after your engagement. This obligation does not apply to information that is publicly available through no fault of yours, or that you are required to disclose by law.

6. Intellectual Property

Any course materials, presentations, assessments, or other works created by you specifically for the Training Provider in the course of your engagement (“Works”) shall, upon creation, vest in and be the sole property of the Training Provider. You assign all intellectual property rights in such Works to the Training Provider and agree to execute any further documents required to perfect that assignment.

Pre-existing materials, qualifications, or know-how owned by you prior to your engagement remain your property. You grant the Training Provider a non-exclusive, royalty-free licence to use such pre-existing materials solely for the purposes of your engagement.

7. Data Protection

You acknowledge that in delivering training you will process personal data (including learner names, contact details, and attendance records) on behalf of the Training Provider. In doing so you act as a data processor and the Training Provider acts as a data controller, as those terms are defined under the General Data Protection Regulation (GDPR) and the Data Protection Acts 1988–2018.

You agree to:

• process personal data only on the documented instructions of the Training Provider;
• implement appropriate technical and organisational measures to protect personal data;
• not disclose personal data to any third party without the Training Provider’s written authorisation;
• notify the Training Provider without undue delay if you become aware of a personal data breach; and
• delete or return all personal data upon termination of your engagement.

8. Platform Use

Access to the CertAlert platform is provided solely for the purpose of fulfilling your engagement. You agree not to:

• share your login credentials with any other person;
• attempt to access data beyond what is necessary for your assigned courses;
• use the platform for any purpose other than your engagement with the Training Provider; or
• copy, export, or retain learner data beyond what is required for course delivery.

9. Fees and Payment

Fees for your services are agreed separately between you and the Training Provider and are not governed by this Agreement. CertAlert is not a party to, and accepts no liability in respect of, any payment arrangements between you and the Training Provider.

10. Term and Termination

Your access to the CertAlert platform will remain active while you are engaged by at least one Training Provider on the platform. Either party may terminate the engagement by giving reasonable written notice.

Notwithstanding the above, the Training Provider may terminate your engagement and platform access with immediate effect if you:

• breach any material term of this Agreement;
• engage in conduct that brings the Training Provider into disrepute;
• lose any qualification required to deliver your assigned courses; or
• fail to deliver courses to the required standard after written notice.

Clauses 3 (Non-Compete), 4 (Non-Solicitation), 5 (Confidentiality), 6 (Intellectual Property), and 7 (Data Protection) survive termination indefinitely.

11. Indemnification

You agree to indemnify and hold harmless the Training Provider and CertAlert from any claims, damages, losses, or expenses (including legal fees) arising from: (a) your breach of this Agreement; (b) your negligence or wilful misconduct in delivering training; or (c) your infringement of any third-party intellectual property right.

12. Limitation of Liability

CertAlert’s liability to you in connection with the platform is limited to the maximum extent permitted by law. CertAlert provides the platform on an “as is” basis and makes no warranty as to its fitness for your particular purpose.

13. Amendments

CertAlert and the Training Provider reserve the right to amend these terms. You will be notified of material changes and may be required to re-accept before continuing to use the platform. Continued use following notice of changes constitutes acceptance.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Ireland. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland.