ADDITIONAL PRODUCT TERMS – APPENDIX – PROFESSIONAL SERVICES 

Some of the defined terms used in this Appendix are set out below. Any defined terms used but not set out in this Appendix are as set out in Omniplex Learning’s Terms and Conditions. 

“Bank of Days” 

means the number of Days purchased by the Customer that can be used against Onboarding Services, Professional Service(s) or Digital Learning Content Services – as further detailed at paragraph 4. 

“Bank of Hours” 

means the number of hours purchased by the Customer that can be used against Professional Service(s) – as further detailed at paragraph 4. 

“Customer Materials” 

all branding, documents, materials, equipment, drawings, specifications and data supplied or made available by the Customer to Omniplex Learning; 

“Day” 

means 7.5 hours, between the hours of 09:00 to 17:00 in the United Kingdom, on any day between Monday and Friday, excluding Bank Holidays in England and Wales. 

“Deliverables” 

all documents, products and materials provided by Omniplex Learning and/or Omniplex Learning Personnel as part of or in relation to the Professional Services in any form or media, including text, drawings, data maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts); 

“Digital Learning Content Services” 

Omniplex Learning supply of project based design services including but not limited to supply of digital learning materials, educational materials and/or other design features for web pages and/or other materials; as more particularly described in the Statement of Work and/or Order Form; 

“Learning Success Management Services” 

means the services as described in paragraph 2 below; 

“Learning Success Management Services Tier” 

means the Learning Success Management tier subscribed to and will be either Standard or Plus (as set out in the Order Form). The difference between the two tiers is the number of reviews included, as further described at paragraph 2.4 below; 

“Onboarding Services” 

means any preliminary work required by the Customer to be delivered in advance of and/or alongside the delivery of CYPHER Learning LMS or Docebo Services (including but not limited to a Plan, where applicable) as further described in the Additional Product Terms for those products and as set out in a Statement of Work agreed between the parties;

“Plan” 

means the project/implementation plan and/or timetable as set out in the relevant Statement of Work agreed between the parties; 

“Professional Services” 

means: 

• Learning Success Management Services 
• Digital Learning Content Services 
• Specialist Services

“Service Specific IPRs” 

IPRs in items and/or materials created by Omniplex Learning specifically for the Customer as part of the provision of Professional Services and any updates and amendments to the same but excluding any Background IPR and Customer Data; 

“Specialist Services” 

Omniplex Learning supply of specialist services including but not limited to: 

• Instructional design 
• Graphic design 
• Content design 
• Guide design 
• Technical and functional consultancy 
• Additional training 
• Rollout and engagement 
• Troubleshooting A360 projects 
• Upskilling in authoring tools 
• Creative workshops 
• Thought leadership 
• Inspiration sessions 
• Course creation coaching 
• Review/feedback on courses 
• Quality Assurance 
• Any other services Omniplex Learning agrees to carry out in accordance with these terms. 

1. Professional Services 

1.0 In the event that the Customer requires any Professional Services, such services shall be agreed between the parties in a Statement of Work. 

1.1 For Professional Services, the parties will agree the scope and timeline of any such Services within fifteen (15) days of signature of the Order Form and/or Statement of Work (unless already agreed in an Order Form or Statement of Work). 

1.2 For Digital Learning Content Services, Omniplex Learning will seek to agree dates for delivery with the Customer as soon as possible after signature of the Order Form and/or Statement of Work.

1.3 The commencement of any Professional Services purchased must start within thirty (30) days of invoice date or as otherwise set out in the Order Form. 

1.4 The Customer shall co-operate with Omniplex Learning and shall provide all necessary information that Omniplex Learning may require to provide the Professional Services . 

1.5 The Customer shall ensure that its key members of staff required for Omniplex Learning’s delivery of the Professional Services are available to Omniplex Learning throughout the delivery of such services. 

1.6 Omniplex Learning shall use reasonable endeavours to perform the Professional Services in accordance with the relevant timetable set out in the Plan, but any such timetable and dates are understood to be estimates, and time shall not be of the essence. 

1.7 The Customer acknowledges and accepts that the Services do not include dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data). 

1.8 The Professional Services may require Customer assistance from time to time as set out in the Statement of Work. In the event of any delays in the Customer’s provision of such assistance, Omniplex Learning reserves the right to: 

1.8.1 adjust any agreed dates. 

1.8.2 (where the final delivery date is delayed by more than one calendar month,) invoice for all outstanding monies; 

1.8.3 (where delivery is delayed by more than one calendar month,) invoice an additional five per cent (5%) of the full project amount for every additional month there is a delay; 

1.8.4 (where the project is delayed for three (3) months or longer,) EITHER rescope and provide revised costs for the remaining activities, OR close the project and deem it to be completed with no refund due, nor any crediting of Bank of Hours/ Bank of Days (where the project is being paid for by Bank of Hours/ Bank of Days). 

1.9 Where Omniplex Learning has submitted Deliverables to the Customer for acceptance and/or review, the Customer will be deemed to have accepted such Deliverables in full if no communication is received from the Customer within ten (10) days of Omniplex Learning’s submission. Alternatively, if the Customer does not sign off a project within ten (10) days of a request to do so, Omniplex Learning, at its discretion, will close the project and deem it to be completed with no refund due. 

1.10 Where the Customer wishes to change, amend, or extend the Deliverables or any other aspect of the services set out in the Statement of Work, it shall submit a change request to Omniplex Learning using Omniplex Learning’s Change Request form (available on request). Omniplex Learning shall assess the Change Request for technical viability, and subject to this shall set out any additional Charges and estimated time for the requested change(s). A Change Request shall only be deemed to be accepted and agreed by the parties upon the signing of an amended Statement of Work. 

1.11 It is the Customer’s responsibility to obtain Third Party Software licences to use and edit the Deliverables.

1.12 Deliverables may include output created by generative artificial intelligence technologies. 

1.13 Omniplex Learning may subcontract the performance of any part of the Professional Services and/or the creation of any part of the Deliverables. Omniplex Learning shall remain fully responsible to the Customer for the performance of the Professional Services and the Deliverables, and for the acts and omissions of any subcontractors, as if such acts and omissions were those of Omniplex Learning. 

2. Learning Success Management Services 

2.1 It is intended that the Learning Success Management Services will complement other product/ services you purchase from Omniplex Learning and to be eligible to purchase Learning Success Management, a minimum spend threshold applies, which is at Omniplex Learning’s discretion. 

2.2 The Initial Term of your Learning Success Management Services will co-term with the then current term of any such complementary service. For example, if you have eight months left of your contract for another product/ service and wish to purchase the Learning Success Management Services to complement this service, the Initial Term of the Learning Success Management Services will be eight months, and the Learning Success Management Services shall automatically renew at the same time as your contract for the other product(s)/ service(s), in accordance with 14.1 of the Terms and Conditions (unless otherwise specified in the Order Form). (The Initial Term of your Learning Success Management Services must be at least 6 months for an Annual Workshop to be included.) 

2.3 The Charges for the Learning Success Management Services consist of an annual fee which shall be pro-rated where the Initial Term is less than one Year (as shall be set out in the Order Form). 

2.4 The Learning Success Management Services includes: 

• 1 Annual Workshop per Year. 
• 3 quarterly (Learning Success Management Services Tier – Standard) or 11 monthly (Learning Success Management Services Tier – Plus) reviews per Year (dates to be agreed). 
• Discount to Professional Services (see para 2.7below)

2.5 Workshops conditions: 

2.5.1 Workshops must be scheduled within one month of the Commencement Date of the Learning Success Management Services (as set out in the Order Form). 

2.5.2 Workshops will last 1 day and will either be delivered virtually or in person (as agreed between the parties and set out in the Order Form). 

2.5.3 Where Workshops are delivered in person at a Customer or Customer designated venue, Omniplex Learning will charge travel and expenses of £350 a day (excl VAT) per person within the UK and Northern Ireland unless otherwise specified in the Order Form. Omniplex Learning will invoice travel and expenses costs to the Customer in accordance with clause 8 of the Terms and Conditions. 

2.5.4 Omniplex Learning does not warrant that the Workshops, if delivered virtually, will be uninterrupted and Omniplex Learning is not responsible for any delays, delivery failures, or any other loss or damage resulting from communication networks and facilities, including the Internet, and the Customer acknowledges that the Workshops may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. 

2.6 Review conditions: 

2.6.1 Reviews are conducted monthly where the Learning Success Management Tier is “Plus” and a quarterly basis for “Standard”. 

2.6.2 Reviews will be 1-hour in length and delivered virtually except as otherwise agreed in Omniplex Learning’s absolute discretion. 

2.7 Discounted Professional Services 

2.7.1 A discount of 10% can be used against other Professional Services. 

3. Bank of Hours 

3.1 Customers can purchase a Bank of Hours that can be used against the delivery of Professional Services. 

3.2 The minimum purchase is five (5) hours. 

3.3 Any Bank of Hours purchased must be used within three (3) months of the date the Customer signs the Order Form unless otherwise set out in the Order Form. 

3.4 Any Bank of Hours (or portion thereof) that remains unused after the date falling three (3) months after the invoice date (or other date set out in the Order Form) will be deemed to be used. 

3.5 Once a Bank of Hours is allocated to the delivery of Professional Services, it cannot be cancelled and/or re-allocated to any other services offered by Omniplex Learning. 

3.6 Any unused Bank of Hours will not be refunded. 

3.7 For the avoidance of doubt, Bank of Hours cannot be used to pay for Learning Success Management Services, nor any other Omniplex Learning services or software license fees. 

4. Bank of Days 

4.1 Customers can purchase a Bank of Days – Specialist Services, which can be used against the delivery of Onboarding Services and Specialist Services but not Digital Learning Content Service(s). 

4.2 Customers can purchase a Bank of Days – Digital Learning Content Services, which can only be used against the delivery of Digital Learning Content Service(s). 

4.3 Any Bank of Days purchased must be used within (12) months of the date the Customer signs the Order Form unless otherwise set out in the Order Form. 

4.4 Any Bank of Days (or portion thereof) that remains unused after the date falling twelve (12) months after the invoice date (or other date set out in the Order Form) will be deemed to be used.

4.5 Once a Bank of Days is allocated to the delivery of Specialist Services or Digital Content Services, it cannot be cancelled and/or re-allocated to any other services offered by Omniplex Learning. 

4.6 Any unused Bank of Days will not be refunded. 

4.7 For the avoidance of doubt, Bank of Days cannot be used to pay for Learning Success Management Services, nor any other Omniplex Learning services or software license fees. 

5. Public Use of Customer Name / Materials 

5.0 Omniplex Learning may, with the Customer’s prior approval, use the Customer’s name and logo as a reference or in any marketing, advertising or promotional materials, press release, tender, proposal, speech, article or other similar material. 

5.1 The Customer and Omniplex Learning will agree the content of publicity statements and/or press releases prior to their release. Both parties will review the content and suggest edits within five days of submission by email. Once the content has been agreed in writing, Omniplex Learning will be able to make the publicity statement or press release accordingly. 

5.2 Where Omniplex Learning wishes to use Customer materials (including copyrighted materials) to: 

5.2.1 present Omniplex Learning work examples to prospective clients, or other third parties; 

5.2.2 include Omniplex Learning work examples on our website and socials; 

5.2.3 present Omniplex Learning work examples at events; 

or for another reason as communicated in writing by Omniplex Learning; 

Omniplex Learning will submit the content to the Customer for approval and only once the content has been agreed in writing will Omniplex Learning be able to use the approved content for the purpose. 

5.3 Where Omniplex Learning wishes to use a reference from a Customer (for example, as evidence of work done and/or for another reason as communicated in writing by Omniplex Learning), Omniplex Learning will submit the request for a reference to the Customer. Within five days of submission of the request, the Customer will approve the reference and/or suggest edits. Once the reference has been agreed in writing, Omniplex Learning will be able to use the reference for the purpose previously communicated. 

6. Intellectual Property 

6.0 To the extent necessary for the Customer to receive the Professional Services and to use and exploit Deliverables, Omniplex Learning grants the Customer a non-exclusive, non-transferable licence to use Omniplex Learning’s Background IPR. 

6.1 The Customer owns and Omniplex Learning assigns to Customer all Service Specific IPRs contained within the Deliverables that Omniplex Learning may own as of the date of creation. Omniplex Learning – Additional Product Terms Professional Services v3.1 – 08042026 7 Confidential 

6.2 The Customer hereby grants Omniplex Learning a royalty-free, non-exclusive licence to use (including the right to grant sub-licences to its subcontractors): 

6.2.1 the Customer Data; and 

6.2.2 the Customer’s Background IPRs, 

(together, the “Customer Licensed IPR”) 

to the extent necessary to enable Omniplex Learning to provide the Professional Services and to fulfil its obligations under a Statement of Work. 

6.3 Subject to clauses 6.46.5and 6.5, Omniplex Learning shall indemnify the Customer against the damages awarded or the sum of any settlement amounts agreed in respect of any claim against the Customer as a result of or in connection with any claim made by a third party (“Customer Third Party Claim”) that the provision of the Professional Services or receipt or use thereof by the Customer infringes the IPRs of a third party. 

6.4 Clause 6.3shall not apply where the Customer Third Party Claim in question is attributable to: 

6.4.1 any use of the Professional Services otherwise than strictly in accordance with the provisions of the Agreement; and/or 

6.4.2 the Customer Licensed IPR. 

6.5 Clause 6.3 is subject to the Customer having complied with the following: 

6.5.1 If any Customer Third Party Claim is made, or there is any notification of an intention by a third party to make a Customer Third Party Claim, the Customer shall: 

6.5.1.1 give written notice of the Customer Third Party Claim to Omniplex Learning as soon as reasonably practicable; 

6.5.1.2 not make any admission of Liability in relation to the Customer Third Party Claim without the prior written consent of Omniplex Learning; 

6.5.1.3 at the request and expense of Omniplex Learning, allow Omniplex Learning to conduct the Customer’s defence of the Customer Third Party Claim including settlement (subject always to Omniplex Learning obtaining Customer’s prior approval to any settlement terms, such approval not to be unreasonably withheld); and 

6.5.1.4 at the expense of Omniplex Learning, co-operate and assist to a reasonable extent with Omniplex Learning’s defence of the Customer Third Party Claim. 

6.6 Subject to clause 6.7, the Customer shall indemnify Omniplex Learning against all Losses incurred or suffered, however arising, by Omniplex Learning as a result of or in connection with any claim made by a third party (“Omniplex Learning Third Party Claim”) for: Omniplex Learning – Additional Product Terms Professional Services v3.1 – 08042026 8 Confidential 

6.6.1 infringement of IPRs or otherwise, where such an Omniplex Learning Third Party Claim arises due to the Customer’s use of the Services in breach of the Agreement; and 

6.6.2 infringement of a third party’s IPRs arising out of or in connection with the use by Omniplex Learning of any of the Customer Materials or the Customer’s branding in connection with the Services. 

6.7 Clause 6.6 is subject to the following: 

6.7.1 If any Omniplex Learning Third Party Claim is made, or there is any notification of an intention by a third party to make an Omniplex Learning Third Party Claim, Omniplex Learning shall: 

6.7.1.1 give written notice of the Omniplex Learning Third Party Claim to the Customer as soon as reasonably practicable; 

6.7.1.2 not make any admission of Liability in relation to the Omniplex Learning Third Party Claim without the Customer’s prior written consent; 

6.7.1.3 at the Customer’s request and expense, allow the Customer to conduct Omniplex Learning defence of the Omniplex Learning Third Party Claim including settlement (subject always to the Customer obtaining Omniplex Learning’s prior approval to any settlement terms, such approval not to be unreasonably withheld); and 

6.7.1.4 at the Customer’s expense, co-operate and assist to a reasonable extent with the Customer’s defence of the Omniplex Learning Third Party Claim.