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Terms and conditions

This Agreement is made between:

(1) HESA Services Limited (“HESA Services”) of 95 Promenade Cheltenham GL50 1HZ; and

(2) The Customer

This Agreement is made in the following context:

(A) Higher Education Statistics Agency Limited ("HESA") is a company limited by guarantee and a registered charity with the charitable object of the advancement of education for the public benefit, with specific objects relating to the collection and dissemination of data relating to the higher education sector in the United Kingdom;

(B) HESA Services Limited ("HESA Services") is a wholly owned subsidiary of HESA and a company limited by shares;

(C) HESA offers a range of training and consultancy services and these are currently delivered by HESA Services on behalf of HESA. HESA training comprises both Bespoke Training Events and Scheduled Training Events.

The parties hereby agree as follows:

1. Definitions and interpretation

1.1.This Agreement shall be interpreted in accordance with the provisions set out in paragraph 1 of Schedule 1.

2. Payment

2.1. The Customer shall pay to HESA Services the Training Event Fee.

2.2. Payment for Scheduled Training Events shall usually be made through HESA’s website. For Scheduled Training Events where the Customer requires a purchase order and for Bespoke Training Events payments shall be paid by the Customer within 30 days of the date of receipt of the invoice for the Training Event Fee.

2.3. Places on Scheduled Training Events will be treated by HESA Services as a Provisional Booking until confirmed by HESA as accepted. Confirmation will be provided by HESA on receipt of Payment and exceptionally on receipt of what HESA at it absolute discretion assesses to be a valid purchase order.

3. Obligations of HESA Services

3.1.Subject to clauses 3.2, 3.3 and 3.5, HESA Services will:

3.1.1.deliver the HESA Training Event in accordance with the specification set out in the Booking Form or, in the case of Scheduled Training Events, in accordance with the description of the event published on the HESA website;

3.1.2. deliver any Consultancy Services specified in the Booking Form; and

3.1.3. use reasonable skill and care in fulfilling clauses 3.1.1 and 3.1.2.

3.2. Training may be provided by HESA rather than HESA Services, at HESA Services' absolute discretion.

3.3. HESA Services reserves the right at its absolute discretion to cancel or refuse to accept a booking for any HESA Training Event without stating a reason. Relevant considerations for such actions may include but are not limited to behaviour at previous HESA Training Events, impact of the HESA Training Event on service levels for HESA Subscribers or any conflict of interest.

3.4. HESA Services reserves the right to modify these terms and conditions without prior notice in relation to bookings for HESA Training Events made after the date of this Agreement. When changes are made, the updated terms will be published on the HESA website.

3.5. Where an individual attends or seeks to attend a HESA Training Event as a Delegate, HESA Services reserves the right to:

3.5.1. Ask any individual attending for proof of their identity as a Delegate or Substitute Delegate and proof of the relevant booking.

3.5.2. Refuse entry to or eject any person from a HESA Training Event where:

3.5.2.1. They cause disruption to the event or behave in a manner which is disrespectful or offensive to others present;

3.5.2.2. There are reasonable grounds for concern that they may behave as described in clause 3.5.2.1;

3.5.2.3. They cannot provide proof of identity and booking on request under clause 3.5.1.

3.6. HESA Services will make reasonable efforts to accommodate Delegate’s dietary and/or accessibility special requirements provided these are notified to HESA Services in accordance with this clause 3.6. Any special requirements of a Delegate should be notified to HESA Services on the Booking Form or, in the case of a Substitute Delegate, when the substitution is arranged by the Customer and/or the Delegate. In any event Written Notification of any special requirements must be sent to HESA Services no less than 15 days before the HESA Training Event. If notice is given after that date for any reason, it is unlikely that HESA Services will be able to meet those special requirements.

3.7. Clauses 3.8 and 3.9 apply where the Customer considers that the level of service received in respect of a HESA Training Event fell significantly outside the specification in the Booking Form or otherwise below appropriate standards as required by clause 3.1 (whether in relation to delivery of the training or the standard of facilities for the training where it took place at a venue other than the Customer's premises).

3.8. The Customer should notify HESA Services of any concerns within clause 3.7 using the HESA Services complaints procedure as set out on the website.

3.9. If following consideration of the Customer's complaint under clause 3.8 HESA Services accepts that the level of service has fallen below the appropriate level then it may offer the Customer a partial or full refund of the Training Event Fee. Such decision shall be at the discretion of the Head of Training, Director of Operations or Director of Finance of HESA/HESA Services. HESA Services shall not be responsible for any additional costs incurred by individual Delegates in attending the HESA Training Event (such as travel, accommodation and/or time).

4. Obligations of the Customer and Delegates

4.1.By submitting a Booking Form the Customer agrees to be bound by these Terms and Conditions and acknowledges that they will prevail over any terms and conditions contained within any purchase order subsequently issued by or on behalf of the Customer in respect of the Training Event Fee or the HESA Training Event.

4.2. Each Delegate must act in a respectful and appropriate manner to all attendees of the relevant HESA Training Event, including other Delegates and HESA Staff.

4.3. Neither the Customer nor any Delegate may re-sell or re-allocate any places on a HESA Training Event save as provided for in clause 5.3 unless HESA Services has provided specific prior written consent.

4.4. All Intellectual Property Rights in any training materials used or provided at a HESA Training Event belong to HESA/HESA Services unless otherwise indicated. Delegates are permitted to use the training materials for the purposes of their professional role within the Customer and may share them with colleagues to the extent that the materials are relevant to the roles of those colleagues within the Customer. However Delegates are not permitted to share the training materials with individuals who are not employed by the Customer and must not sell the materials or pass on the content in any other way for commercial gain.

4.5. Where a HESA Training Event is to be provided on the Customer's premises the Customer shall ensure that:

4.5.1. It provides an appropriate and safe working environment for HESA Staff including safe provision of any necessary equipment;

4.5.2. HESA Staff are informed on arrival of all relevant health & safety requirements with regard to activities on the Customer's premises; and

4.5.3. It has in place suitable employer’s liability and public liability insurance at all times in respect of the delivery of the HESA Training Event on the Customer’s premises.

4.6. Where the Customer has made arrangements for a HESA Training Event to be delivered on premises other than the Customer's premises, the Customer shall ensure that:

4.6.1. Arrangements will be made for HESA Staff to be informed on arrival of all relevant health & safety requirements with regard to activities on the Customer's premises; and

4.6.2. Suitable employer’s liability and public liability insurance will be in place at all times in respect of the delivery of the HESA Training Event in those premises, whether held by the Customer or by any third party responsible for the premises. 

5. Transfers, Cancellation and Refunds

Scheduled Training Events

5.1. Delegates for Scheduled Training Events may cancel a booking free of charge where it has been made in error, provided that Written Notification to HESA Services is given within 48 hours of the original booking being made.

5.2. Delegates may cancel a booking for a Scheduled Training Event and receive a refund of the Training Event Fee minus a £25 (including VAT) administration charge, provided Written Notification to HESA Services is given no later than 15 days before the date of the Scheduled Training Event. After this date bookings can be cancelled but no refund will be issued.

5.3. Where a Delegate is unable to attend a Scheduled Training Event they can nominate a Substitute Delegate by way of Written Notification.

5.4. Where a Delegate wishes to transfer their booking to a different Scheduled Training Event this can be requested by providing Written Notification to HESA Services up to 15 days before the date of the Scheduled Training Event for which the original booking was made and subject to availability on the proposed new Scheduled Training Event. An administration charge of £25 (including VAT) will be charged for transfer of the booking unless:

5.4.1. The transfer is as a consequence of adding a new Scheduled Training Event at a location closer to the Customer or other base from which the Delegate operates; or

5.4.2. The transfer is approved by the Head of Training or Director of Operations of HESA to be free of charge for reasons of HESA Services training programme management.

5.5. HESA Services reserves the right to cancel a Scheduled Training Event at any time.

5.6. Where a Scheduled Training Event is cancelled by HESA Services for commercial reasons such as HESA Staff resourcing or low booking levels, any such cancellation will result in a refund of the Training Event Fee. Alternatively, on occasion and at HESA Services' discretion, it may be possible to transfer the booking to an alternative Scheduled Training Event if the Delegate so requests. HESA Services shall not be responsible for any additional costs incurred by the Delegate in relation to the original booking (for example travel, accommodation, time or subsistence).

Bespoke Training Events

5.7. Bespoke Training Events may be cancelled by the Customer at any time up to 3 days before the date of the training event through Written Notification to HESA Services. HESA Services shall provide a refund of the Training Event Fee for such a cancellation, subject to deduction of any expenses incurred by HESA Services up until that point in relation to preparation for or organisation of the event. Such expenses may include travel, accommodation and/or staff costs. No refund will be given for cancellation less than three days before the training event.

5.8. HESA Services reserves the right to cancel a Bespoke Training Event at any time. Whilst rare, such cancellations might be made due to reasons such as staff resource levels. Any such cancellation will result in HESA Services re-arranging the Event and refunding the Training Event Fee.

6. Webinars

6.1. Where a HESA Training Event is to be delivered as a webinar, the Booking Form will specify the time(s) at which the webinar will be accessible to Delegates and the technical arrangements or mechanisms for accessing the webinar. HESA Services will take reasonable steps to ensure that the webinar can be accessed by the Delegate.

6.2. It is the responsibility of the Customer to:

6.2.1. ensure that its equipment and systems are suitable for accessing the webinar in accordance with the Booking Form specification and that its Delegates are provided with the necessary information or support to access the webinar;

6.2.2. promptly give Written Notification to HESA Services if its Delegates experience any technical issues in accessing the webinar. 

6.3. The Customer shall take reasonable steps to ensure that access to the webinar is provided only to its staff or other agreed Delegates in accordance with the details set out on the Booking Form.

7. Liability

7.1. HESA Services accepts no liability for any acts or omissions of the Delegate carried out in reliance on or on the basis of any information, advice or representations made by individuals delivering or participating in the HESA Training Event or in training materials used or provided at the HESA Training Event.

7.2. HESA Services has no obligations to the Customer or any individual Delegate, whether in contract, tort, breach of statutory duty or otherwise, beyond its obligations expressly set out in these Terms and Conditions and those imposed by law. HESA Services shall not have any liability (however caused) for any loss of profit, business, contracts, revenues, increased costs or expenses or any indirect or consequential loss arising under this Agreement and the maximum liability of HESA Services to the Customer or any Delegates for any loss or damage of any kind arising from this Agreement shall not in any event exceed the Training Event Fee.

7.3. From time to time HESA Services shall invite guest speakers drawn from higher education providers or other HESA stakeholders to participate in delivering HESA Training Events. The guest speakers will be nominated by their employing organisations on the basis of their knowledge and experience in the relevant area. HESA Services is not responsible for the content or quality of any training provided by such guest speakers and, in accordance with clause 7.1, accepts no liability for any reliance placed on statements or information made by such individuals.

8. Fair Processing

8.1. All information HESA Services holds about Delegates and other individuals in connection with this Agreement and the relevant HESA Training Event will be held and processed in accordance with the Data Protection Act 1998. Such data will be used by HESA Services to administer the HESA Training Event and its relationship with the Delegate and the Customer. It will also be used for future notifications of HESA and HESA Service’s products and services unless a Delegate opts out of receiving such notifications on the Booking Form.

9. Force Majeure

9.1. HESA Services shall not be deemed to be in breach of this Agreement or otherwise liable to the Customer or the Delegate for a failure to perform any obligation to which it is subject under this Agreement to the extent that it is prevented from performing the relevant obligation by any event or circumstance beyond its reasonable control (“an Event of Force Majeure”). Where an Event of Force Majeure occurs or arises, HESA Services shall as soon as may be practical give notice of this event to the Customer and Delegates.

9.2. Where an Event of Force Majeure prevents HESA Services from delivering a HESA Training Event on the scheduled date the Customer shall not be entitled to any refund of the Training Event Fee. HESA Services may at its absolute discretion offer the opportunity for Delegates to attend any rescheduled event free of charge.

9.3. Where an Event of Force Majeure prevents a Customer or its Delegates from attending or hosting a HESA Training Event but does not prevent HESA Services from delivering the Event, the Customer shall not be entitled to any refund of the Training Event Fee.

10. General provisions

10.1. The provisions set out in paragraphs 8 to 17 of Schedule 1 shall apply.

Schedule 1: Definitions, Interpretation and General Provisions

Definitions and Interpretation

1. This Agreement shall be interpreted in accordance with the provisions of paragraphs 2 to 7.

2. Clauses, schedules and paragraph headings in this Agreement are included for convenience or reference only and shall not affect the interpretation of this Agreement.

3. The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

4. References in this Agreement to:

a. the singular include the plural and vice versa;

b. to one gender includes the other gender;

c. to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

d. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;

e. to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule.

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

6. In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules, the provision in the body of this Agreement shall take precedence.

7. In this Agreement, the following terms shall have the following meanings: 

"Agreement"

The contract you have entered into by submitting the Booking Form and agreeing to these terms and conditions.

"Bespoke Training Event"

Training tailored to the Customer’s individual, specific requirements which HESA Services agrees to deliver at times and on premises agreed with the Customer.

"Booking Form"

The form which sets out the details of a booking for a HESA Training Event, including the title of the Event, the Training Event Fee, the details of the timing and venue for the training and details of the Delegate(s) covered by the booking. In the case of Bespoke Training Events the Booking Form will also set out a specification of the training to be delivered and any Consultancy Services to be provided by HESA Services.

"Consultancy Services"

Bespoke advice and other assistance which may be provided by HESA Services in addition to a HESA Training Event at the request of a Customer for an additional fee. Any such services to be delivered under this Agreement will be agreed with the Customer and specified on the Booking Form.

"Customer"

The person, firm or company on behalf of which this Agreement has been made with HESA Services, as identified in the Booking Form.

"Delegate"

An individual who is identified on the Booking Form as an intended attendee at either a Scheduled Training Event or a Bespoke Training Event.

"HESA"

The Higher Education Statistics Agency, a company registered in England (No. 2766993), Registered Charity No. 1039709.

"HESA Services"

HESA Services Limited, being a company limited by shares which is a wholly owned subsidiary of HESA, Registered in England (No. 3109219).

"HESA Staff"

Employees of HESA and/or HESA Services involved in delivering training at HESA Training Events and any guest speakers invited by HESA or HESA Services to participate in the delivery of such training.

"HESA Training Events"

Scheduled Training Events and Bespoke Training Events.

“Provisional Booking”

A reservation of a place on a HESA Scheduled Training Event which may be cancelled at HESA’s absolute discretion.

"Scheduled Training Event"

A training event which HESA Services has decided to deliver and make generally available on a specified date or dates, which is advertised on the HESA website www.hesa.ac.uk/services/training/seminars as open to bookings for Delegates from multiple Customers.

"Substitute Delegate"

An individual, who is also an employee of the Customer, proposed to replace a Delegate originally specified on the Booking Form to attend a HESA Training Event.

" Training Event Fee"

The payment to be made by the Customer to HESA Services for delivery of a Bespoke Training Event or attendance of one or more Delegates at a Scheduled Training Event as specified in the Booking Form.

"Written Notification to HESA Services"

In these terms reference to written notification to HESA Services means an email sent to training@hesa.ac.uk.

8. This Agreement contains the whole agreement between the parties and supersedes any prior written or oral agreement between them in relation to its subject matter and the parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly incorporated into this Agreement.

9. This Agreement may not be assigned or otherwise transferred in whole or in part by the User without the prior written consent of HESA Services. HESA Services may assign its rights and obligations under this Agreement to HESA at its sole discretion.

10. The User shall not be entitled to sub-licence any of the rights granted to it nor to sub-contract any of the obligations imposed on it by HESA Services under this Agreement.

11. Save for any assignment to HESA under paragraph 9 above, no variation to this Agreement shall take effect unless it is in writing and signed by all parties to this Agreement.

12. For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any terms of this Agreement to be enforced by any third parties with the exception of HESA; but any third party right which exists or is available independently of that Act is preserved.

13. Each party shall not pledge the credit of the other nor represent itself as being the other nor a partner, employee or representative of the other. Each party shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied, on behalf of the other. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties; and no employee of either party shall be deemed to be or have become an employee of the other.

14. Each party shall not, either by its actions or by its public statements, commit or purport to commit the other to any action, other than those actions which are explicitly covered by this Agreement, except with the written consent of the other party.

15. The rights and remedies of either party in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by one party to the other; nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. The waiver by either party of any breach of this Agreement shall not prevent the subsequent enforcement of that provision, and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

16. If at any time any part of this Agreement is held to be or becomes illegal, void or otherwise unenforceable for any reason under any applicable law, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the parties' original intention. The validity and/or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that omission.

17. This Agreement shall be governed by and construed in accordance with English Law and, to the extent disputes arising out of or relating to this Agreement are not settled through discussion between the parties, the Customer submits to the exclusive jurisdiction of the English Courts.