Regulations on Branches (Centers)

1. GENERAL PROVISIONS

1.1. Use all reasonable endeavors to protect the interests of Learners in connection with the acquisition of qualifications;
1.2. Take all reasonable steps to ensure compliance with applicable regulatory and legal requirements;
1.3. Comply with all laws and regulations relevant to its activities;
1.4. Always adhere to the Events Policy and Procedure;
1.5. Promptly comply with any requests for information or documents made by MedLeech or the regulator;
1.6. Upon request, assist MedLeech with any monitoring activities and cooperate with MedLeech on all matters related to the provision of qualifications.
1.7. Provide all reasonable assistance to Learners in relation to any transfer of a Learner to another Approved Branch;
1.8. Assist MedLeech(s) and any other relevant regulators in any investigations conducted for the purpose of fulfilling their regulatory functions;
1.9. Comply with any directions and/or sanctions imposed by MedLeech under the Agreement;
1.10. The Branch shall promptly notify MedLeech if it becomes subject to a Change of Control, bankruptcy proceedings, is unable to pay its debts, ceases trading, or begins winding down;
1.11. Promptly notify MedLeech of:
a) any changes in laws, regulations, or other applicable laws in the Territory;
b) if it becomes the subject of any enforcement or regulatory proceedings in the Territory that may affect its ability to provide the Qualifications in accordance with the Agreement;
1.12. Comply with, and ensure compliance by its employees with, any terms of use of the Website.
1.13. The Branch is solely responsible for obtaining (at its own expense) any licenses or permits necessary to obtain the Qualifications in the Territory (if any).
1.14. The Affiliate must notify MedLeech as soon as possible if it is unable or may become unable to provide any or all Qualifications in accordance with the terms of the Agreement, in which case MedLeech, without prejudice to other rights and remedies, has the right to modify, suspend, or revoke MedLeech's Approval.
1.15. MedLeech provides Qualifications only at training/examination/assessment locations included in the Approved List, which may be added or removed in accordance with the provisions of the Agreement.
1.16. If a Center wishes to modify, add, or revoke some or all Qualifications from its Approval or otherwise change the Terms of Approval (including, without limitation, adding or removing a training or examination location), it must notify MedLeech accordingly.

2. RISK IDENTIFICATION AND MANAGEMENT

2.1. Take all reasonable steps to ensure that it does not render MedLeech unfit to continue holding its qualifications or performing its functions, directly or indirectly, or as a result of any action or omission;
2.2. Have appropriate policies, procedures, and training to identify which actions or omissions will have or may have an Adverse Effect and to identify the risks of taking those actions or omissions;
2.3. Take all reasonable steps to identify the risk of any incident that may have an Adverse Consequence;
2.4. Notify MedLeech as soon as possible after becoming aware of:
a) the risk of any incident that may have an Adverse Consequence;
b) actions, omissions, or incidents that have or may have an Adverse Consequence; and/or
c) any other action, omission, or incident that may otherwise jeopardize the reputation of MedLeech and/or any of the qualifications;
2.5. After notification, take all reasonable steps, in consultation with MedLeech, to:
a) prevent the incident or, if this cannot be prevented, reduce the risk of the incident occurring;
b) prevent or mitigate any Adverse Effect to the extent possible;
c) prioritize the provision of assessments that accurately differentiate students based on the level of achievement they have achieved and the accurate and timely awarding of qualifications.

3. CONFLICT OF INTEREST.

3.1. Establish, maintain, and comply with a conflict of interest policy that complements the relevant MedLeech Policies and Procedures;
3.2. Identify and manage:
a) all relevant conflicts of interest, and
b) any scenario in which it is reasonably foreseeable that any such conflict of interest may arise in the future;
3.3. Take all reasonable steps to ensure that the conflict of interest associated with it will not have an Adverse Effect.

4. RESOURCES

4.1. Maintain Personnel of an appropriate size and competence to deliver the Qualifications, including sufficient managerial and other resources to enable the effective and efficient delivery of the Qualifications;
4.2. Promptly notify MedLeech of any changes in the details of its key personnel;
4.3. Provide its employees with appropriate training and development from time to time to ensure that they maintain and develop an appropriate level of skills and competence in accordance with industry best practice and any guidance from MedLeech related to the attainment of Qualifications;
4.4. Maintain an appropriate level of financial resources to support the attainment of Qualifications in accordance with the Agreement;
4.5. Maintain an up-to-date disaster recovery and business continuity plan to protect the interests of learners at all times;
4.6. Regularly monitor the resources required to deliver the Qualifications to learners.

5. MISCONDUCT AND MALADMINISTRATION

5.1. Adopt policies and procedures that complement MedLeech's MISCONDUCT AND MALADMINISTRATION Policies and Procedures that identify and mitigate the risk and incidents of misconduct or maladministration;
5.2. Take all reasonable steps to prevent any misconduct or maladministration in the provision of Qualifications;
5.3. Take all reasonable steps to monitor risks and suspected cases of misconduct or maladministration and notify MedLeech of such risks and incidents as soon as possible;
5.4. Cooperate with and assist MedLeech in investigating any such risks or incidents;
5.5. Upon detection of incidents of abuse of office or maladministration:
a) take all reasonable steps to prevent the recurrence of such incidents, and
b) cooperate with MedLeech with respect to any actions taken by MedLeech against the Center and/or any persons responsible for such incidents;
5.6. report to MedLeech regarding:
a) the measures taken by the Center to prevent and investigate abuse of office or maladministration, and
b) whether the Center considers these measures adequate and effective.

6. REGISTRATION, ASSESSMENT, AND MODERATION.

6.1. Use reasonable endeavors to ensure that the identity and information provided by learners upon registration is accurate and complete;
6.2. Register learners promptly upon enrollment;
6.3. Register only learners for qualifications who are expected to complete the qualification;
6.4. Ensure that each learner pursuing a qualification is registered in a manner that allows them to be clearly and unambiguously identified;
6.5. Take all reasonable steps to ensure that learners are fully informed of the requirements of their chosen qualifications, as set out in the relevant qualification specifications and guidance published by MedLeech from time to time;
6.6. Provide learners with appropriate induction and support in accordance with MedLeech's Policies and Procedures;
6.7. Have mechanisms in place to enable recognition of prior learning, where relevant to the qualification and in accordance with the relevant MedLeech Policies and Procedures;
6.8. Ensure that measures are in place to confirm the identity of learners for each assessment;
6.9. Take all reasonable steps to ensure that:
a) assessments are conducted effectively and efficiently and in accordance with any qualification requirements and assessment criteria set out in MedLeech Policies and Procedures or otherwise prescribed by MedLeech;
b) Any material produced by a learner during an assessment is created by that learner;
c) If an assessment is required to be completed under specific conditions, learners complete it under those conditions (except where MedLeech Policies and Procedures on equality and diversity policies and/or access arrangements, reasonable adjustments, and special considerations require otherwise);
d) The criteria by which learner performance will be differentiated are applied accurately and consistently;
6.10. Ensure that the security of assessment materials is maintained at all times and is not compromised in any way;
6.11. Take all reasonable steps to ensure that no person associated with or previously associated with the Center discloses or causes to be disclosed any information about any assessment or the content of any assessment materials where such information is confidential.
6.12. Comply with all MedLeech instructions regarding the marking of evidence obtained by the Student during the assessment.
6.13. The Center does not permit any part of the Student's assessment (including through moderation) to be conducted by any person with a personal interest in the outcome of the assessment.
6.14. Qualifications and/or assessments in connection with qualifications may be conducted in any language, with the prior permission of MedLeech.

7. SECURITY

7.1. The Center must comply with all MedLeech security requirements notified to the Center or published by MedLeech from time to time, including requirements regarding the storage of any examination/assessment documents and verification of student identity.
7.2. The Center must notify MedLeech as soon as possible of any incident or risk of any incident that may result in the Center failing to comply with MedLeech's examination/assessment security requirements and take all reasonable steps to prevent the breach or, if this cannot be prevented, to mitigate the risk of such incident as far as possible.

8. PROMOTION

8.1. The Center has the right to promote any qualifications.
8.2. The Center must not make any statements regarding the Qualification that are likely to mislead students, potential students, or any other persons, or that are inconsistent with the scope of the Statement and/or any specifications and guidelines issued by MedLeech regarding such qualifications.

9. REVIEW, MONITORING, AND COMPLAINTS

9.1. The Center shall ensure that all aspects of the delivery of Qualifications are monitored and verified and are always in accordance with the terms of the Agreement.
9.2. The Center, at MedLeech's request:
a) shall provide the results of such monitoring and review to MedLeech;
b) shall obtain feedback on the Qualification from users.
9.3. The Center shall implement an effective and appropriate complaints and appeals procedure in the interests of students, in accordance with the relevant MedLeech Policies and Procedures.

10. EQUALITY AND DIVERSITY

MedLeech complies with the requirements of the Equality Act 2010 (the "Equality Act").
10.1. Implement an appropriate equality and diversity policy in relation to protected characteristics, covering unlawful discrimination and other acts prohibited by the Equality Act and/or any equivalent legislation in the territory. This includes preventing unlawful discrimination, directly or indirectly, on the grounds of disability, age, marriage and civil partnership, gender reassignment, pregnancy and maternity, race, religion or belief, gender, and sexual orientation;
10.2. Give due consideration to the need to eliminate unlawful "discrimination," "harassment,"
10.3. "victimization," and other acts prohibited by the Equality Act;
10.4. Comply with MedLeech's Equality and Diversity Policy and Procedures, Access, Reasonable Adjustments, and Special Considerations;
10.5. Regularly monitor and verify compliance with the requirements of this clause;
10.6. Promptly notify MedLeech of any of the following:
a) any situations that become known that may disadvantage a Learner with certain protected characteristics;
b) any complaints received regarding equality in the provision of qualifications.
10.7. MedLeech may monitor and investigate any complaints or other notifications relating to equality in the provision of qualifications.

11. ANTI-BRIBLE AND CORRUPTION

11.1. The Centre shall comply with all applicable laws, regulations, and ordinances relating to anti-bribery and corruption, including, without limitation, the Bribery Act 2010 and any similar laws in the Territory.

12. DATA PROTECTION

12.1. "Data Protection Laws" means the Data Protection Act 1998 or the General Data Protection Regulation (EU) 2016/679 adopted by the European Parliament on 14 April 2016, as well as the Federal Law on Combating Corruption of 25 December 2008 No. 273-FZ in Russia, the Privacy and Electronic Communications (EC Directive) Regulations 2003 or the EU Privacy Regulations, whichever is in force in the United Kingdom at the relevant time; and all other applicable laws and regulations relating to the processing of Personal Data and privacy, including statutes and, where applicable, guidance and codes of practice issued by the relevant governmental or regulatory authority, all as amended, extended, re-enacted or replaced from time to time;

12.2. "Data Security Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, a Student's Personal Data;
12.3. "Personal Data," "Data Subject," "process," "processes," and "processing" have the meanings given to them in the Data Protection Act 1998 ("DPA") in the UK Data Protection Laws.
12.4. The Parties acknowledge and agree that, for the purposes of the Data Protection Act, each Party is the Data Controller with respect to any Personal Data relating to Students exchanged between the Parties under the Agreement ("Student Personal Data").
12.5. Each Party shall ensure that it complies with applicable data protection laws throughout the term of the Agreement.
12.6. Upon request, the Center shall provide information about the Personal Data to MedLeech.
12.7. With respect to any Student Personal Data, the Center must ensure that:
a) the Center's Privacy Notices are clear and provide students and/or potential students with sufficient information to understand which of their Personal Data will be transferred by the Center, and the purpose of transferring their Personal Data is to establish their identity to MedLeech;
b) such Student Personal Data is accurate and kept up-to-date.
12.8. Each Party agrees to provide the other Party with such reasonable cooperation and assistance as is necessary to enable each Party to fulfill its obligations as a Data Controller with respect to the Student's Personal Data, including to enable each Party to comply with the Student's requirements and/or potential students' rights with respect to their Personal Data and to respond to any other inquiries or complaints from students and/or potential students regarding the processing of Personal Data.
12.9. Each Party agrees to have its own policy to follow in the event of a data security breach, taking into account applicable data protection laws and any relevant regulations.
12.10. Each Party agrees to provide the other with reasonable assistance necessary to facilitate the processing of any data security breach in a prompt and consistent manner.
12.11. The Center shall at all times indemnify and hold MedLeech harmless from and against any losses, claims, costs, demands, expenses, and any other liabilities (including legal fees) incurred by MedLeech as a result of any breach by the Center or its Personnel, or any other person or organization employed, engaged, or associated with the Center.

13. INTELLECTUAL PROPERTY

13.1. As consideration for providing services to Students under the Agreement, MedLeech hereby grants to the Center, solely for the purpose of providing such services and for the duration of the Agreement, a non-exclusive, non-transferable right (without the right to sublicense) to:

a) designate the branch as an Approved Center;
b) use the logo of MedLeech's approved centers;
c) use such other MedLeech Intellectual Property as MedLeech may authorize in writing in connection with the Agreement.
13.2. The Center must ensure that all materials (including online materials) utilizing MedLeech Intellectual Property are owned by MedLeech and may not be copied, and comply with:

a) any usage restrictions and/or limitations that MedLeech may notify the Center from time to time;
b) any branding and copying guidelines issued by MedLeech from time to time;
c) any specific instructions provided by MedLeech.
13.3. The Center acknowledges and agrees that all MedLeech Intellectual Property shall transfer to MedLeech, except for licenses. This Agreement does not transfer any rights to the Intellectual Property to MedLeech.
13.4. All intellectual property rights developed or created by the Center in collaboration with MedLeech (except where MedLeech's role is limited to quality assurance with respect to such materials) in the Qualifications shall belong to MedLeech. To the extent the Center or its representatives are the original owners of any such intellectual property in any works related to the Qualifications, the Center hereby assigns all such rights with a full guarantee of title to MedLeech. For the avoidance of doubt, all intellectual property rights in any materials related to the Qualifications independently developed by MedLeech shall belong to MedLeech.
13.5. The Center will promptly provide MedLeech with written notice of any actual, suspected, or alleged infringement of MedLeech's intellectual property of which it becomes aware.
13.6. The Center will not use, register, or attempt to register any trademark, design, company name, or domain name that consists of, is identical to, or is confusingly similar to any of MedLeech's intellectual property, or commit or permit any act that could dilute, damage, or otherwise harm the reputation or goodwill associated with MedLeech, or that could interfere with or jeopardize the registration and/or validity of MedLeech's intellectual property.

14. STUDENT DATABASE

14.1. MedLeech acknowledges and agrees that it owns all data received from centers in the student database created by MedLeech (the "Student Database") and that all intellectual property rights in the Student Database are the property of MedLeech.

15. CONFIDENTIALITY

15.1. Treat all confidential information as strictly confidential and take all reasonable steps to maintain its confidentiality and to ensure its confidentiality by Center personnel;
15.2. Report any suspected breach of confidentiality to MedLeech as soon as possible;
15.3. Cooperate with MedLeech in the investigation of such suspected breaches.
15.4. The obligations shall survive termination of the Agreement until the Center ceases to maintain any confidential information provided to the Center by MedLeech or its agents in connection with the Agreement.

16. RECORDS MAINTENANCE

16.1. Maintain all Student records and achievement information in an accurate, timely, and secure manner, in accordance with any applicable MedLeech policies and procedures, and in the format required by MedLeech;
16.2. Maintain complete and accurate records during the term of the Agreement and for 24 months from its termination or three years from the date the Student's Qualification is awarded, whichever is longer, regarding the Center's compliance with its obligations under the Agreement and the provision of Qualifications and the provision thereof to MedLeech (at its expense) upon request, including, but not limited to, attendance, performance, assessments and feedback, and records of student feedback.

17. FEES AND PAYMENTS

17.1. The Center will pay any fees that may be due in connection with the Agreement, as notified by MedLeech to the Center upon approval and thereafter.
17.2. Unless otherwise specified, all fees notified by MedLeech to the Center are exclusive of VAT (if applicable) and/or any equivalent sales tax in the Territory.
17.3. The Center will pay all valid invoices submitted to MedLeech in accordance with MedLeech's Billing and Payment Policies and Procedures (if any), but no later than 30 days from the invoice date (the "Payment Date"), or such other date as may be agreed upon by MedLeech in writing.
17.4. All amounts due under the Agreement from the Center to MedLeech must be paid in full without any setoff, counterclaim, deduction, or withholding (except for any tax withholding or deduction as required by law).
17.5. MedLeech reserves the right, at any time and without notice to the Center, to set off any liability of the Center to MedLeech against any liability of MedLeech to the Center, regardless of whether such liability is current or future, liquidated or outstanding, and regardless of whether any liability arises in accordance with this Agreement.
17.6. Any fees paid by the Center to MedLeech are non-refundable unless otherwise specified in the relevant MedLeech Policies and Procedures.
17.7. The Center acknowledges and agrees that it will be responsible for all expenses incurred by it or persons acting on its behalf in connection with the Agreement, including, but not limited to, student recruitment and registration costs and examination/assessment costs.
17.8. If any amount remains unpaid after the Payment Date, MedLeech reserves the right to charge interest on any unpaid fees on a daily basis at the base rate of Barclays Bank Plc plus 4%.
17.9. Without prejudice to MedLeech's other rights and remedies, failure to pay any fees due may result in the imposition of sanctions by MedLeech in accordance with the Sanctions Policy, suspension or revocation of Endorsement, and/or termination of the Central Agreement.
17.10. The Center will reimburse MedLeech on demand for any costs and expenses incurred in connection with the reimbursement of any fees due under the Agreement.
17.11. The Centre shall be solely responsible for the collection, remittance and payment of any taxes, levies, fees, assessments and other charges of any kind imposed by governmental or other authorities in the Territory in connection with the attainment of the Qualifications.

18. LIMITATION OF LIABILITY AND INDEMNITY

18.1. Nothing in the Agreement shall limit or exclude the liability of either Party for death or other personal causes.
18.2. damage caused by its negligence or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
18.3. MedLeech will not be liable to the Center, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Agreement, for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of anticipated savings; (iv) loss of or damage to goodwill or reputation; (v) loss of use of, or corruption of, data or information; (vi) any ex gratia payments; or (vii) any special, indirect, consequential, or pure economic damages;
18.4. MedLeech's liability for any claim or series of related claims, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Central Agreement, shall be limited to a maximum amount equal to the total fees paid by the Center under the Agreement during the twelve (12) months preceding the event giving rise to the claim (or the first of a series of related claims).
18.5. The Center agrees to indemnify MedLeech on demand against all liabilities, costs, expenses, losses, and damages suffered or incurred by MedLeech or its employees, directly or indirectly, arising out of or in connection with:
a) claims brought by the Center or any of its employees or others acting on its behalf for any work-related payments or remuneration;
b) any alleged and/or actual infringement or theft of any confidential information or intellectual property by Center employees or other persons involved in the delivery of Qualifications or acting on behalf of the Center;
c) any claim brought against MedLeech by any third party to the extent such claim arises from the Center's breach, negligence, failure to perform, or delay in performing any of its obligations under the Agreement;
d) any act or omission of the Center (including, without limitation, a breach of the Agreement), its employees, or subcontractors, that results in MedLeech breaching any of its obligations as an Awarding Organization.
18.6. During the term of the Agreement and for two years thereafter, the Center will maintain full and comprehensive insurance at a level sufficient to cover any potential risks arising from the Center's operations in connection with the Agreement. Upon request, the Center will provide MedLeech with evidence of the validity of this insurance.

19. BRANCH CLOSURE

19.1. A Center must, if it decides (for any reason) or if MedLeech decides to revoke its Approval (including as a result of suspension, expiration, or termination of the Approval) (in whole or in part):
a) comply with MedLeech's Policy and Revocation Procedures;
b) promptly establish, maintain, and comply with a written withdrawal plan;
c) fully cooperate with MedLeech;
d) provide Users with clear and accurate information regarding withdrawals;
e) immediately cease enrolling students in the qualification;
f) provide MedLeech with relevant data on all students enrolled in the qualification; and
g) take all reasonable steps to protect the interests of students, including, but not limited to, facilitating or facilitating transfer to another approved center.

20. TERMINATION

20.1. Either Party may terminate the Agreement (and therefore the Approval) for any reason by giving the other Party at least one (1) month's written notice.
20.2. Without prejudice to its rights or remedies, MedLeech may terminate the Agreement immediately upon written notice if the Center:
a) is subject to sanctions under the Sanctions Policy resulting in the revocation of the Approval;
b) fails to renew the Approval before its expiration;
c) is in material or persistent breach of any term of the Agreement and, if the breach is remediable, fails to remediate it within fourteen (14) days of receipt of notice requiring it to do so, or within such shorter reasonable period as specified in the notice;
d) MedLeech reasonably believes that the Centre's conduct is detrimental to the interests of MedLeech (including, without limitation, the Centre's breach of any security requirements, malpractice, or mismanagement in the provision and assessment of Qualifications) or is inconsistent with its brand values, guidelines, and/or reputation, or is likely to harm the reputation of members or organisations in academic, educational, or artistic circles;
d) has not carried on business for more than twelve (12) months;
e) the Centre undergoes a Change of Control, and such change may, in MedLeech's reasonable opinion, impact the Centre's ability to fulfil its obligations under the Agreement, is inconsistent with MedLeech's values and/or reputation, and/or creates, or is likely to create, a conflict of interest;
g) ceases or threatens to cease trading; or becomes bankrupt; or goes into liquidation; or has an appointed receiver or manager over its business or any property or assets of the business;
h) is unable to offer Qualifications as a result of changes in laws and/or regulations in the Territory or as a result of the loss of a license or permit required to obtain Qualifications in the Territory;
e) is subject to sanctions imposed on it by another Awarding Organization, resulting in its loss of recognition by that Awarding Organization.
20.3. Without prejudice to any of its rights or remedies, MedLeech may terminate the Agreement immediately upon written notice.
20.4. MedLeech reserves the right to suspend or limit Endorsement with immediate effect for a period of fourteen years.
20.5. (14) days given to the Center to correct the violation and/or while it investigates the Center's conduct in accordance with any of the provisions of the Agreement.

21. CONSEQUENCES OF SUSPENSION OR TERMINATION

21.1. The Centre shall take all reasonable steps to act in the legitimate interests of the Learner in the event of suspension or expiration of the Endorsement and/or during any investigation conducted by MedLeech, or in the event of termination of the Agreement, including, without limitation, such cooperation as may be required to transfer the Learner to another Approved Centre.
21.2. Upon termination of the Agreement (regardless of the reason) or suspension, revocation, or expiration of the Endorsement:
21.3. All outstanding amounts due under the Central Agreement shall become immediately due and payable;
21.4. The Centre shall immediately cease advertising any qualification;
21.5. The Centre shall immediately cease using the MedLeech Approved Centre Logo in connection with the promotion of any qualifications or other commercial activities. 21.6. Immediately following termination of the Agreement (or suspension, revocation, or expiration of the Endorsement), the Center will, at MedLeech's reasonable request, fulfill the specified obligations to MedLeech and/or Students that remain outstanding as of the date of termination, expiration, or suspension, and after fulfilling such obligations:
21.7. cease using any MedLeech Property, MedLeech Intellectual Property, and all materials created by the Center or on behalf of the Center using such MedLeech Intellectual Property (and destroy or return any of them upon MedLeech's request) and do such things, execute, and deliver all additional documents as may be necessary to transfer all rights, title, and interests to MedLeech under the Agreement;
21.8. cease displaying Qualifications;
21.9. cease using any MedLeech IT/Digital systems (if applicable).
21.10. However, upon termination of the Agreement for any reason, the Approval shall terminate all accrued rights and obligations of each Party as of the date of termination.

22. SUBCONTRACTING AND ASSIGNMENT

22.1. The Center may not assign, transfer, charge a fee, subcontract, or otherwise dispose of or delegate (including, without limitation, by appointment of an agent) any of its rights, benefits, or obligations under the Agreement to any other third party without the prior written consent of MedLeech.
22.2. If MedLeech has provided written consent, the Center will be responsible for ensuring that the third party has adequate capacity and ability to provide services in accordance with the Agreement at all times and will agree in writing to any requirements that MedLeech may have in providing its consent. The Center will at all times be liable to MedLeech for the acts, errors, or omissions of any such third party.
22.3. The Center shall ensure that any such third party appointed by the Center to provide any services:
a) complies with all aspects of the Agreement and is subject to legally binding terms no less onerous than the terms of the Agreement;
b) clearly discloses its status and relationship with the Center in all communications with Students and/or other Users in connection with the Qualifications.
22.4. For the avoidance of doubt, if MedLeech has provided written consent, such consent does not extend to the Center's right to sublicense any of its rights in MedLeech's intellectual property (including the MedLeech Approved Center logo). Any use of the MedLeech Approved Center logo and/or other MedLeech intellectual property, as well as any other activity that could reasonably associate such third party with MedLeech, requires MedLeech's prior written consent with respect to such third party.
22.5. MedLeech may at any time assign, transfer, mortgage, charge, declare a trust, or perform any other actions with respect to any or all of its rights and/or obligations under the Central Agreement, provided that any assignment, transfer, or other disposition shall be made only to another awarding entity. MedLeech will notify the Center as soon as possible after any such assignment, transfer, or other disposition of its rights and/or obligations.
22.6. MedLeech may subcontract or delegate any of its obligations under this Agreement to any third party and notify the Center as soon as possible after such subcontracting or delegation.

23. FINAL PROVISIONS

23.1. Each Party shall, at its own expense, use all reasonable efforts to ensure that any necessary third party promptly executes and delivers such documents and performs such actions as may be reasonably necessary to give full effect to the Central Agreement.
23.2. No amendment or modification to the Agreement shall be effective unless in writing and duly signed by or on behalf of each Party.
23.3. MedLeech may amend or modify the terms of this Agreement from time to time upon written notice to the Central, when such amendment or modification becomes necessary or desirable to comply with regulatory requirements or for reasons related to MedLeech's business. Any amendment or modification to this Agreement shall take effect on the date specified in the notice of amendment or modification.
23.4. For the avoidance of doubt, MedLeech may amend or modify any or all of MedLeech's Policies and Procedures at any time by posting amended or modified versions on the Website or otherwise making them available to the Center. Any such change or amendment will be effective from the date of such publication or notification.
23.5. The invalidity, illegality, or unenforceability of any term, part of a term, or any right arising under this Agreement shall not affect the validity, legality, or enforceability of the remaining terms. If a term or part of a term is found to be unenforceable or invalid, to the extent permitted by law, the Parties will negotiate in good faith to amend such term so that, as amended, it is legal, valid, and enforceable and, to the greatest extent possible, achieves the original commercial intent of the Parties. If such amendment is not possible, the relevant term or part of a term shall be deemed deleted.
23.6. Neither Party will be in breach of the Agreement or be liable for any delay or failure to perform its obligations resulting from events, circumstances, or causes beyond its reasonable control. In such circumstances, the affected Party will be entitled to a reasonable extension of time to perform its obligations. If the period of delay or failure to perform continues for thirty (30) days from the date of the occurrence, the unaffected Party may terminate the Central Agreement by giving fourteen (14) days' written notice to the other Party.
23.7. Without prejudice to any other rights or remedies MedLeech may have, the Center acknowledges and agrees that damages alone are not an adequate remedy for a breach of the Agreement and that MedLeech is entitled to injunctive relief, specific performance, or other equitable relief in the event of a threatened or actual breach by the Center of any of the terms of the Agreement.
23.8. Any notice under or in connection with the Agreement must be in writing and properly addressed. Notices/messages may be sent by either Party by prepaid first-class post or other next-business-day delivery service (to the primary business address for both parties) or by email, in the case of the Center, to the authorized person whose email address is specified in the Center application.
23.9. A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or benefit from any of the terms and conditions of the Central Agreement.