Terms and conditions

This Agreement is made between:

(1) Higher Education Statistics Agency Limited (company number 02766993) (‘‘HESA’’) of 95 Promenade Cheltenham GL50 1HZ; and

(2) The Customer,

together the “parties”.

This Agreement is made in the following context:

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

(B) HESA shall provide the HESA Training Events and/or Consultancy (as defined in this Agreement) to the Customer on the terms of this Agreement.

The parties hereby agree as follows[1]:

1. Definitions and interpretation

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

2. Payment

2.1. The Customer shall pay to HESA the Training Event Fee and/or, where applicable, the Consultancy Fee. For the avoidance of doubt, no fee shall be payable to HESA for E-Learning Training.

2.2. Payment of any Training Event Fee or Consultancy Fee shall be made by the Customer:

2.2.1. Either online as part of submitting a Registration Form for the relevant HESA Training Event or Consultancy; or

2.2.2. Following receipt of an invoice from HESA for the Training Event Fee or Consultancy Fee.

2.3. Where Onboarding Training is delivered over more than one session, the whole Training Event Fee for that Onboarding Training will be payable as part of submitting, or as a result of submitting, a Registration Form for the first session of the relevant Onboarding Training (depending on whether payment is made online or on receipt of an invoice from HESA).

2.4. If a purchase order number is required in order for the Customer to process payment of any Training Event Fee or Consultancy Fee, the purchase order number must be notified to HESA on the Registration Form when the Customer places its booking. Otherwise, the purchase order number may not be included in the relevant invoice for the Training Event Fee or Consultancy Fee and any delays in payment shall result in interest accruing (see clause 2.7).

2.5. Where HESA issues an invoice for any Training Event Fee or Consultancy Fee, payment of the invoice shall be made by the Customer within 30 days of the date of receipt of the invoice for the Training Event Fee or Consultancy Fee.

2.6. Following submission of a Registration Form for Onboarding Training, a Bespoke Training Event, a Scheduled Training Event or Consultancy, confirmation of successful registration for the relevant HESA Training Event/ Consultancy will be provided by HESA to the Customer.

2.7. The Customer shall pay interest on the amount of any overdue invoice for any Training Event Fee or Consultancy Fee at the rate of 4% per annum above the Barclay's Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date for payment of the invoice under clause 2.5 until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

3. Obligations of HESA

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

3.1.1. agree the specification for Bespoke Training Events, Onboarding Training and Consultancy with the Customer and create a tailored event page for that specific HESA Training Event within HESA’s training system. This will enable the Customer to submit a Registration Form in relation to that HESA Training Event;

3.1.2. deliver any HESA Training Event as far as reasonably possible in accordance with:

3.1.2.1. the specification set out on the tailored event page shared with the Customer by HESA in the case of Bespoke Training Events and Onboarding Training; or

3.1.2.2. the description of the event published on the HESA Website in the case of Scheduled Training Events or E-Learning Training;

3.1.3. deliver any Consultancy as far as reasonably possible in accordance with the specification set out in the tailored event page shared with the Customer by HESA;

3.1.4. use reasonable skill and care in fulfilling clauses 3.1.1, 3.1.2, 3.1.3 and 3.1.5; and

3.1.5. promptly issue appropriate CPD certificates to Delegates, who have successfully completed an Accredited HESA Training Event (as determined by HESA).

3.2. HESA reserves the right at its absolute discretion to cancel, amend or refuse to accept a Registration Form in relation to any HESA Training Event or Consultancy without stating a reason. Relevant considerations for such actions may include but are not limited to behaviour at previous HESA Training Events, resources and the impact of the HESA Training Event or Consultancy on service levels for HESA’s statutory obligations or any conflict of interest.

3.3. HESA reserves the right to modify this Agreement without prior notice in relation to bookings for HESA Training Events or Consultancy made after the date of this Agreement. When changes are made, the updated terms of the Agreement will be published on the HESA Website.

3.4. Where an individual attends, or seeks to attend, a HESA Training Event or receives a Consultancy service as a Delegate, HESA reserves the right to:

3.4.1. ask any individual attending a HESA Training Event or receiving Consultancy services for proof of their identity as a Delegate or Substitute Delegate and proof of the relevant booking;

3.4.2. refuse entry to or eject any person from a HESA Training Event or Consultancy event where:

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

3.4.2.2. there are reasonable grounds for concern that they may behave as described in clause 3.4.2.1; and/ or

3.4.2.3. they cannot provide proof of identity and their booking on request under clause 3.4.1; and

3.4.3. refuse to issue a CPD certificate to a Delegate if HESA, at its sole discretion, determines that the Delegate has not successfully completed the relevant Accredited HESA Training Event.

3.5. In relation to all HESA Training Events and Consultancy services, HESA will make reasonable efforts to accommodate any Delegate’s dietary and/or accessibility special requirements (as appropriate for the type of HESA Training Event) provided these are notified to HESA in accordance with this clause 3.5. Any special requirements of a Delegate (or Substitute Delegate in relation to a Scheduled Training Event) should be notified to HESA:

3.5.1. in the case of Onboarding Training, Bespoke Training Events, Scheduled Training Events and Consultancy, on the Registration Form; or

3.5.2. in the case of E-Learning Training, by email sent to [email protected].

Written Notification to HESA of any special requirements must be sent to HESA no less than 15 days before the relevant HESA Training Event or delivery date for Consultancy services, or 15 days before the Customer attempts to access the E-Learning Training. If the Written Notification to HESA is given after that date for any reason, it is unlikely that HESA will be able to meet those special requirements.

3.6. Clauses 3.7 and 3.8 apply where the Customer considers that the level of service received in respect of a HESA Training Event or Consultancy fell significantly outside:

3.6.1. the specification in the Registration Form or on the relevant event page shared with the Customer by HESA in relation to the HESA Training Event or Consultancy; or

3.6.2. 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).

3.7. The Customer should notify HESA of any concerns in relation to clause 3.6 using the HESA complaints procedure as set out on the HESA Website (https://www.hesa.ac.uk/about/regulation/complaints).

3.8. If following consideration of the Customer's complaint under clause 3.7, HESA accepts that the level of service has fallen below the appropriate level, then HESA may offer the Customer a partial or full refund of any Training Event Fee or Consultancy Fee paid by the Customer for that HESA Training Event or Consultancy. Such decision shall be at the discretion of HESA’s Training Manager or Head of Operations and Performance.

3.9. HESA shall not be responsible for any additional costs incurred by individual Delegates in attending any HESA Training Event or Consultancy (such as travel, accommodation and/or time).

4. Obligations of the Customer and Delegates

4.1. By submitting a Registration Form or clicking a link to access E-Learning Training on the HESA Website, the Customer agrees to be bound by this Agreement and acknowledges that the Agreement’s terms 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, any Consultancy Fee, or the HESA Training Event or any Consultancy.

4.2. Each Delegate must, and the Customer shall procure that Delegates do:

4.2.1. act in a respectful and appropriate manner to all attendees of the relevant Onboarding Training, Scheduled Training Event or Bespoke Training Event or Consultancy, including other Delegates and HESA Staff; and

4.2.2. follow any instructions provided by HESA Staff during a HESA Training Event or during the provision of Consultancy services.

In addition, Delegates attending online HESA Training Events or receiving Consultancy services online must also comply with the requirements of clause 6 below.

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 or unless HESA has provided specific prior written consent.

4.4. All Intellectual Property Rights in any materials used or provided by HESA during a HESA Training Event, or in delivering Consultancy services, belong to HESA unless otherwise indicated. Delegates at any HESA Training Event or recipients of Consultancy services are permitted to use the materials for the purposes of their professional role within, or on behalf of, the Customer and may share them with other employees of the Customer to the extent that the materials are relevant to the roles of those employees. However, such materials are not permitted to be shared with individuals who are not employed by the Customer unless those individuals are Delegates attending the relevant HESA Training Event or direct recipients of the Consultancy services from HESA. The Customer must not sell the materials or pass on the content of materials from a HESA Training Event or Consultancy in any other way to third parties, for commercial gain or otherwise, without HESA’s prior written consent.

4.5. Where a Scheduled Training Event, Bespoke Training Event, Onboarding Training or Consultancy 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 delivering the HESA Training Event or Consultancy, including safe provision of any necessary equipment;

4.5.2. HESA Staff are informed on arrival of all relevant health and 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 or Consultancy on the Customer’s premises.

4.6. Where the Customer has made arrangements for a Scheduled Training Event, Bespoke Training Event, or Onboarding Training or Consultancy 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 and safety requirements with regard to activities on such 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 or Consultancy in those premises, whether held by the Customer or by any third party responsible for the premises.

4.7. Where possible, the Customer shall ensure that a Registration Form is submitted by the Delegate who will be attending the relevant HESA Training Event or receiving the Consultancy service. Where a Registration Form for a HESA Training Event or Consultancy service is submitted by someone other than a Delegate, or by one Delegate on behalf of other Delegates from a Customer:

4.7.1. clause 6.3.2 must be complied with; and

4.7.2. permission should be obtained by the person or Delegate submitting the Registration Form from any Delegate with special requirements prior to the inclusion of those special requirements in the Registration Form.

4.8. The Customer shall take, and shall procure that any Delegates take, all reasonable steps to ensure that the information provided in a Registration Form is true and accurate. Subject to the provisions of this Agreement, the Customer may make changes to the Registration Form up until the date for delivery of the HESA Training Event or Consultancy service.

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 is given within 48 hours of the Registration Form first being submitted.

5.2. Subject to clause 5.1, Delegates may cancel a booking for a Scheduled Training Event and receive a refund of the Training Event Fee minus a £25 (excluding VAT) administration charge, provided Written Notification to HESA of the cancellation 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. An administration charge of £25 (excluding VAT) will be charged by HESA for the transfer of a booking to a Substitute Delegate. This may require the Substitute Delegate to submit a new Registration Form for the Scheduled Training Event.

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 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 (excluding VAT) will be charged for the transfer of a 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 HESA’s Training Manager or Head of Operations and Performance to be free of charge for reasons of HESA’s training programme management.

HESA 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).

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

5.6. Where a Scheduled Training Event is cancelled by HESA for commercial reasons, such as HESA Staff resourcing or low booking levels, which do not constitute an Event of Force Majeure, any such cancellation will result in a refund of the Training Event Fee.

Bespoke Training Events, Onboarding Training and Consultancy

5.7. Bespoke Training Events, Onboarding Training and Consultancy services may be cancelled by the Customer at any time up to 3 days before the date of the Bespoke Training Event or Onboarding Training, or before the delivery date for Consultancy services, through Written Notification to HESA. HESA shall provide a refund of the Training Event Fee or Consultancy Fee for such a cancellation, subject to deduction of any expenses incurred by HESA up until that point in relation to preparation for, or organisation of the Bespoke Training Event, Onboarding Training or the Consultancy. Such expenses may include travel, accommodation and/or HESA Staff costs. No refund will be given for cancellation less than three days before a Bespoke Training Event, Onboarding Training or delivery date for Consultancy services. In this event, it may be possible to transfer the balance of the Training Event Fee or Consultancy Fee to another HESA Training Event or Consultancy service (either a new HESA Training Event or Consultancy service or the same HESA Training Event or Consultancy service on a different delivery date).

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

E-Learning Training

5.9. A Delegate must not share their log in details to HESA’s online training platform with any other person, and they must keep such log in details secure and confidential at all times. No Substitute Delegate may be appointed in relation to E-Learning Training.

5.10. HESA reserves the right to cancel or remove E-Learning Training from the HESA Website at any time. No refund or compensation of any kind shall be provided by HESA if E-Learning Training is cancelled or removed from the HESA Website because such HESA Training Events are made available free of charge and at the sole discretion of HESA.

6. Online HESA Training Events and Consultancy Services

6.1. Where a Bespoke Training Event or Onboarding Training, or Consultancy service is to be delivered online (for example as a webinar), the tailored event page shared with the Customer by HESA will specify the time(s) at which the HESA Training Event or Consultancy service will be accessible to Delegates and the technical arrangements or mechanisms for accessing the HESA Training Event or Consultancy service. For E-Learning Training and Scheduled Training Events, these details will be made available on the HESA Website. Further information regarding the HESA Training Event or Consultancy service may be provided in event communications sent by HESA to Delegates who have registered for the relevant HESA Training Event or Consultancy service. HESA will take reasonable steps to ensure that the HESA Training Event or Consultancy service can be accessed by the Customer and/or its Delegates.

6.2. It is the responsibility of the Customer to:

6.2.1. ensure that:

6.2.1.1. its equipment and systems are suitable for accessing an online HESA Training Event or Consultancy service in accordance with the specification on the tailored event page or the description on the HESA Website; and

6.2.1.2. its Delegates are provided with the necessary information or support to access the HESA Training Event; and

6.2.1.3. its Delegates are provided with the necessary information or support to access the Consultancy service; and

6.2.2. promptly give Written Notification to HESA if it or its Delegates experience any technical issues in accessing the online HESA Training Event or Consultancy service.

6.3. For online HESA Training Events or Consultancy services, the Customer agrees to the following conditions and any other similar requirements set out in the tailored events page or (for E-Learning Training and Scheduled Training Events) on the HESA Website, and will ensure that its Delegate(s) are made aware of the same:

6.3.1. Access to an online HESA Training Event other than a Bespoke Training Event must only be provided to the Customer’s agreed Delegate(s) in accordance with the details set out in the applicable Registration Form or entered in the log in section of HESA’s online training platform for E-Learning Training. Details of Delegates that have attended Bespoke Training Events or Consultancy services will be confirmed to HESA after the event for the purpose of post - HESA Training Event communications, such as obtaining feedback on the Bespoke Training Event or Consultancy services or receiving CPD certificates for successful completion of an Accredited HESA Training Event;

6.3.2. Where a Registration Form is submitted by someone other than the Delegate(s), or one of the Delegates on behalf of other Delegates (see clause 4.7), that individual must ensure that HESA’s privacy information (a copy of which can be found here https://www.hesa.ac.uk/about/website/privacy) is made available to the Delegate(s) immediately following submission of the Registration Form to HESA, and in any event within 30 days of submission of the Registration Form by the Customer;

6.3.3. Online Scheduled Training Events and E-Learning Training shall be delivered to Delegates attending via individual devices (rather than to a group(s) of Delegates attending via a shared device(s)). In relation to Bespoke Training Events or Consultancy services, the Customer shall include details of the total number of Delegates and how they will be accessing the HESA Training Event (ie. using individual or shared devices) in the relevant Registration Form. Where an online HESA Training Event or Consultancy service is delivered to Delegates attending via individual devices, Delegates must not attempt to share their screen with anyone other than the relevant HESA Staff for the duration of the HESA Training Event or Consultancy service (unless expressly instructed to by the relevant HESA Staff or otherwise agreed with HESA);

6.3.4. If a Delegate chooses to print out any materials supplied by HESA in relation to an online HESA Training Event or Consultancy service, such hard copy materials must be securely and confidentially stored unless the Delegate is using them;

6.3.5. Delegates must not leave any device through which they are accessing the online HESA Training Event or Consultancy service unlocked if they leave it unattended;

6.3.6. Any personal data accessible by Delegates during an online HESA Training Event or delivery of a Consultancy service must not be used outside of the HESA Training Event or Consultancy service or for any purpose other than the HESA Training Event or Consultancy service, unless expressly instructed to do so by the relevant HESA Staff delivering the HESA Training Event or Consultancy service or authorised by HESA in writing;

6.3.7. Delegates must only access online HESA Training Events and Consultancy services, and any data extracted from HESA systems during such a HESA Training Event or Consultancy service, when located in the United Kingdom;

6.3.8. Online HESA Training Events or the delivery of Consultancy services online may be recorded via Microsoft Teams or other alternative webinar facilities used by HESA to deliver online HESA Training Events or Consultancy services. The purpose of such recording is to enable any Delegates who were due to attend a HESA Training Event (regardless of whether or not they were actually able to attend the HESA Training Event) to access a recording of the HESA Training Event/ Consultancy service after it has taken place. The following conditions shall apply to the recording of online HESA Training Events/ Consultancy services:

6.3.8.1. When a recording of a HESA Training Event/ Consultancy service starts, the webinar facility will notify all participating Delegates on the webinar facility desktop, web, and mobile apps, as well as people who joined via telephone that the HESA Training Event/ Consultancy service is being recorded.

6.3.8.2. Depending on how a HESA Training Event meeting is held or Consultancy service is delivered, the recording may include the recording of audio or video of the attending Delegates.

6.3.8.3. Parts of the recording of a HESA Training Event or Consultancy service could count as personal data pursuant to the Data Protection Legislation. Personal data in recordings would include images of Delegates (i.e. webcam footage) and any opinions Delegates contribute or say about themselves during the online HESA Training Event/ Consultancy service.

6.3.8.4. The lawful basis for HESA’s processing of the personal data in recordings of online HESA Training Events/ Consultancy services is legitimate interest (not consent). Further information on the lawful basis of processing can be found at Privacy Information page on the HESA Website.

6.3.8.5. Delegates may opt out of being recorded during an online HESA Training Event/ delivery of a Consultancy service and can do so by mentioning this in the meeting chat, muting their microphone, and turning off their webcam and by just listening to the meeting. Comments may then be shared by Delegates outside the recorded meeting with the HESA Staff delivering the online HESA Training Event/ Consultancy service.

6.3.8.6. Recordings of online HESA Training Events/ Consultancy services are stored in the cloud and will be made available at HESA’s sole discretion upon receipt of a Written Notification to HESA requesting access to a particular recording.

7. Liability

7.1. HESA accepts no liability for any acts or omissions of Delegates carried out in reliance on or on the basis of any information, advice or representations made by individuals delivering or participating in a HESA Training Event or Consultancy service or in materials used or provided at a HESA Training Event or as part of a Consultancy service.

7.2. HESA 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 this Agreement and those imposed by law. HESA 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 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 and/or the Consultancy Fee. Nothing in this Agreement limits any liability which cannot legally be limited.

7.3. From time to time, HESA 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 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 or provided by such individuals.

8. Data Protection

8.1. In attending a HESA Training Event or receiving a Consultancy service which covers content including personal data, each Delegate must not, and the Customer shall procure that each Delegate shall not:

8.1.1. (unless otherwise permitted to do so by HESA in writing) attempt to copy, transcribe, photograph, scrape, extract or remove any data from HESA systems (whether in electronic or hard copy), unless expressly instructed to by HESA Staff delivering the HESA Training Event or Consultancy service and only generate and retain such extracts or copies of data from HESA systems to the extent necessary and proportionate for the purposes of the HESA Training Event or Consultancy service;

8.1.2. make decisions or enable any decisions to be made about an individual arising from personal data or knowledge derived from accessing HESA systems as part of a HESA Training Event or Consultancy service;

8.1.3. contact an individual or enable them to be contacted as a result of personal data accessed, or knowledge gained when accessing HESA systems as part of a HESA Training Event or Consultancy service;

8.1.4. upload any data to HESA systems as part of a HESA Training Event or Consultancy service and acknowledge that any data uploaded to HESA systems may be permanently deleted;

8.1.5. alter or seek to alter any element of the underlying software or functionality of HESA systems or the software supporting HESA systems during a HESA Training Event or delivery of a Consultancy service; and

8.1.6. (for face-to-face HESA Training Events or delivery of a Consultancy service only) remove any personal data extracted from HESA systems during a HESA Training Event or delivery of a Consultancy service from the training venue (whether physically or electronically).

8.2. Delegates must, and the Customer shall procure that Delegates do, follow the instructions of the HESA Staff delivering a HESA Training Event or a Consultancy service to delete any copies or extracts of data created during the HESA Training Event or delivery of a Consultancy service at the end of the HESA Training Event/ Consultancy.

8.3. Personal data about Delegates and the Customer, and the staff of the Customer (where relevant) will be processed by HESA in the administration of HESA Training Events and Consultancy. All personal data will be processed in accordance with the Data Protection Legislation. Further information about HESA’s compliance with the Data Protection Legislation is provided at Privacy Information page on the HESA Website.

9. Force Majeure

9.1. HESA shall not be deemed to be in breach of this Agreement or otherwise liable to the Customer or any Delegates 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 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 from delivering a HESA Training Event or Consultancy on the scheduled date, the Customer shall not be entitled to any refund of the Training Event Fee or Consultancy Fee. HESA may at its absolute discretion offer the opportunity for Delegates to attend, or the Customer to receive, any rescheduled HESA Training Event or Consultancy service 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 or Consultancy but does not prevent HESA from delivering the HESA Training Event or Consultancy, the Customer shall not be entitled to any refund of the Training Event Fee or Consultancy Fee.

10. General provisions

10.1. The provisions set out in Schedule 1 shall apply.

10.2. 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.

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

10.4. The Customer 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 under this Agreement.

10.5. Save for any assignment by HESA under clause 10.3 above, no variation to this Agreement shall take effect unless it is in writing and signed by all parties to this Agreement.

10.6. 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; but any third party right which exists or is available independently of that Act is preserved.

10.7. 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.

10.8. 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.

10.9. 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.

10.10. 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.

10.11. 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 parties submit to the exclusive jurisdiction of the English Courts.

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 8 of this Schedule 1.

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. The terms “data subject”, "personal data”, “process”, “processing” and “special categories of personal data” shall have the meanings set out in the Data Protection Legislation where they are used in this Agreement.

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

“Accredited HESA Training Event”	A HESA Training Event that has reached the required Continuing Professional Development (CPD) standards and benchmarks and therefore has been accredited as ‘CPD accredited’ by the CPD Standards Office (https://www.cpdstandards.com). In relation to Scheduled Training Events and E-Learning Training, the HESA Website will confirm whether a HESA Training Event is accredited or not alongside a description of the HESA Training Event. For Bespoke Training Events or Onboarding Training, the tailored event page shared with the Customer by HESA will confirm whether or not the HESA Training Event is CPD accredited.
"Agreement"	The contract you have entered into by submitting the Registration Form or clicking a link to access E-Learning Training on the HESA Website and agreeing to these terms and conditions.
"Bespoke Training Event"	Online or in person training events tailored to the Customer’s individual, specific requirements which HESA agrees to deliver at times and on the premises agreed with the Customer and as set out in the tailored event page shared with the Customer by HESA.
"Consultancy"	Bespoke advice and other assistance which may be provided by HESA in addition to a HESA Training Event at the request of a Customer and for an additional Consultancy Fee. Any such consultancy to be delivered under this Agreement shall be agreed with the Customer and specified in the tailored event page shared with the Customer by HESA.
“Consultancy Fee”	The payment to be made by the Customer to HESA for delivery of Consultancy services under this Agreement and invoiced by HESA.
"Customer"	The person, firm or company on behalf of which this Agreement has been made with HESA, as identified: in the Registration Form for Scheduled Training Events, Bespoke Training Events, Onboarding Training and Consultancy; and in the log in section of HESA’s online training platform for E-Learning Training.
“Data Protection Legislation”	Means: (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction which relates to the protection of individuals with regards to the processing of personal data to which a party is subject for the purposes of this Agreement, including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 (“EU GDPR”) as each is amended in accordance with the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended by SI 2020 no. 1586) and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, as amended to be referred to as “DPA 2018” and the “UK GDPR” respectively; and (b) any code of practice or guidance published by the Information Commissioner or European Data Protection Board from time to time.
"Delegate"	An individual who is usually the Customer (where the Customer is a person) or an employee, contractor or consultant of the Customer, and who attends a HESA Training Event or receives Consultancy services directly from HESA Staff. The definition of a Delegate shall include any Substitute Delegate(s) in relation to a Scheduled Training Event once the attendance records for the relevant HESA Training Event have been updated to record the details of the Substitute Delegate(s).
“E-Learning Training”	Automated or pre-recorded interactive training which: i) HESA delivers and makes available online only via the HESA Website; ii) contains content relating to HESA, HESA systems and HESA records; and iii) is available to access by anyone free of charge. For the avoidance of doubt, this definition shall exclude any pre-recorded webinars produced by HESA as Scheduled Training Events.
"HESA"	The Higher Education Statistics Agency Ltd, a company registered in England (company number 2766993) and also a Registered Charity (charity registration number: No. 1039709).
"HESA Staff"	Employees of HESA involved in delivering HESA Training Events and Consultancy and any guest speakers invited by HESA to participate in the delivery of such training/ consultancy.
"HESA Training Events"	Scheduled Training Events, E-Learning Training and Bespoke Training Events and Onboarding Training.
“HESA Website”	HESA’s website regarding HESA Training Events being https://www.hesa.ac.uk/services/training and https://www.hesa.ac.uk/services/e-learning for E-Learning Training.
“Intellectual Property Rights”	Copyrights and related rights, registered and unregistered design rights, database rights, patents, rights to inventions, know-how or trade secrets (whether patentable or not), trade and domain and business names, logos and devices, trade and service marks, moral rights or similar intellectual property rights (whether registered or unregistered and wherever in the world enforceable) together with any extensions, revivals or renewals thereof, and all pending applications therefore and rights to apply for any of the foregoing in each case as may now or in the future exist anywhere in the world.
“Onboarding Training”	Mandatory induction training on HESA, HESA systems and HESA records, which must be undertaken by the relevant staff at any new higher education provider prior to that provider submitting data to HESA. HESA is statutorily obliged to deliver this training, which may be delivered either online or in person. This training covers set, core information but may also be tailored to accommodate any specific requirements of the Customer, which HESA agrees with the Customer and are set out in the relevant tailored event page shared with the Customer by HESA.
“Registration Form”	The online form which sets out the details of a booking for a Scheduled Training Event, a Bespoke Training Event, Onboarding Training or Consultancy services by the Customer, including the title of the HESA Training Event or Consultancy service and details of the Delegate(s) covered by the booking.
"Scheduled Training Event"	A training event which HESA has decided to deliver and make generally available, either in person or online, live or pre-recorded, on a specified date or dates, which is advertised on the HESA Website as open to bookings for Delegates from multiple Customers. For the avoidance of doubt, this does not include E-Learning Training.
"Substitute Delegate"	An individual, who is also an employee of the Customer, proposed to replace a Delegate originally specified on a Registration Form from the Customer to attend a HESA Training Event. For the avoidance of doubt, Substitute Delegates may only be appointed in relation to Scheduled Training Events (but not in relation to any other type of HESA Training Events).
"Training Event Fee"	The payment to be made by the Customer to HESA for delivery of a Bespoke Training Event or attendance of one or more Delegates at a Scheduled Training Event or Onboarding Training as specified in the Registration Form or invoiced by HESA.
"Written Notification to HESA"	Written notification to HESA by inclusion of details in the Registration Form or an email sent to [email protected].