Terms and conditions
This Agreement is made between:
(1) Jisc (company number 05747339) ('Jisc') of 4 Portwall Lane, Bristol BS1 6NB; and
(2) The Customer,
together the “parties”.
This Agreement is made in the following context:
(A) Jisc is a company limited by guarantee and a registered charity with the charitable object of the advancement of education for the public benefit, of higher education sector in the United Kingdom.
(B) Jisc shall provide the Jisc 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. Definitions and interpretation
1.1. This Agreement shall be interpreted in accordance with the provisions set out in Schedule 1.
2.1. The Customer shall pay to Jisc the Training Event Fee and/or, where applicable, the Consultancy Fee. For the avoidance of doubt, no fee shall be payable to Jisc 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 Jisc Training Event or Consultancy; or
2.2.2. Following receipt of an invoice from Jisc 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 Jisc).
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 Jisc 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 Jisc 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. 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 Bank of England's 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 Jisc
3.1.Subject to clauses 3.2, 3.3 and 3.5, Jisc 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 Jisc Training Event within Jisc’s training system. This will enable the Customer to submit a Registration Form in relation to that Jisc Training Event;
3.1.2. provide the Customer with confirmation of successful registration following submission of a Registration Form for Onboarding Training, a Bespoke Training Event, a Scheduled Training Event or Consultancy.
3.1.3. deliver any Jisc Training Event as far as reasonably possible in accordance with:
22.214.171.124. the specification set out on the tailored event page shared with the Customer by Jisc in the case of Bespoke Training Events and Onboarding Training; or
126.96.36.199. the description of the event published on the Jisc Website in the case of Scheduled Training Events or E-Learning Training;
3.1.4. 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 Jisc;
3.1.5. use reasonable skill and care in fulfilling clauses 3.1.1, 3.1.3, 3.1.4 and 3.1.6; and
3.1.6. promptly issue appropriate CPD certificates to Delegates, who have successfully completed an Accredited Jisc Training Event (as determined by Jisc).
3.2. Jisc reserves the right at its absolute discretion to cancel, amend or refuse to accept a Registration Form in relation to any Jisc Training Event or Consultancy without stating a reason. Relevant considerations for such actions may include but are not limited to behaviour of a Delegate at previous Jisc Training Events, resources and the impact of the Jisc Training Event or Consultancy on service levels for Jisc’s statutory obligations or any conflict of interest.
3.3. Jisc reserves the right to modify this Agreement without prior notice in relation to bookings for Jisc 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 Jisc Website.
3.4. Where an individual attends, or seeks to attend, a Jisc Training Event or receives a Consultancy service as a Delegate, Jisc reserves the right to:
3.4.1. ask any individual attending a Jisc 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 Jisc Training Event or Consultancy event where:
188.8.131.52. they cause disruption to the event or behave in a manner which is disrespectful or offensive to others present;
184.108.40.206. there are reasonable grounds for concern that they may behave as described in clause 220.127.116.11; and/ or
18.104.22.168. 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 Jisc, at its sole discretion, determines that the Delegate has not successfully completed the relevant Accredited Jisc Training Event.
3.5. In relation to all Jisc Training Events and Consultancy services, Jisc will make reasonable efforts to accommodate any Delegate’s dietary and/or accessibility special requirements (as appropriate for the type of Jisc Training Event) provided these are notified to Jisc 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 Jisc:
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 Jisc of any special requirements must be sent to Jisc no less than 15 days before the relevant Jisc 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 Jisc is given after that date for any reason, it is unlikely that Jisc 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 Jisc 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 Jisc in relation to the Jisc 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 Jisc of any concerns in relation to clause 3.6 using the complaints procedure as set out on the Jisc Website (https://www.hesa.ac.uk/about/regulation/complaints).
3.8. If following consideration of the Customer's complaint under clause 3.7, Jisc accepts that the level of service has fallen below the appropriate level, then Jisc may offer the Customer a partial or full refund of any Training Event Fee or Consultancy Fee paid by the Customer for that Jisc Training Event or Consultancy. Such decision shall be at the discretion of Jisc’s Training Manager.
3.9. Jisc shall not be responsible for any additional costs incurred by individual Delegates in attending any Jisc 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 Jisc 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 Jisc 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 Jisc Staff; and
4.2.2. follow any instructions provided by Jisc Staff during a Jisc Training Event or during the provision of Consultancy services.
In addition, Delegates attending online Jisc 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 Jisc Training Event save as provided for in clause 5 or unless Jisc has provided specific prior written consent.
4.4. All Intellectual Property Rights in any materials used or provided by Jisc during a Jisc Training Event, or in delivering Consultancy services, belong to Jisc unless otherwise indicated. Delegates at any Jisc 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 Jisc Training Event or direct recipients of the Consultancy services from Jisc. The Customer must not sell the materials or pass on the content of materials from a Jisc Training Event or Consultancy in any other way to third parties, for commercial gain or otherwise, without Jisc’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 Jisc Staff delivering the Jisc Training Event or Consultancy, including safe provision of any necessary equipment;
4.5.2. Jisc 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 Jisc 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 Jisc 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 Jisc 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 Jisc Training Event or receiving the Consultancy service. Where a Registration Form for a Jisc 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 Jisc Training Event or Consultancy service.
5. Transfers, Cancellation and Refunds
Scheduled Training Events
5.1. The Customer may cancel a booking for a Scheduled Training Event and receive a refund of the Training Event Fee, provided Written Notification to Jisc 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.
5.2. Where a Delegate is unable to attend a Scheduled Training Event, the Customer can nominate a Substitute Delegate by way of Written Notification. This may require the Substitute Delegate to submit a new Registration Form for the Scheduled Training Event.
5.3. Where a Delegate wishes to transfer their booking to a different Scheduled Training Event, this can be requested by the Customer providing Written Notification to Jisc 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:
5.3.1. 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
5.3.2. the transfer is approved by Jisc’s Training Manager to be free of charge for reasons of Jisc’s training programme management.
Jisc 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).
5.4. Jisc reserves the right to cancel a Scheduled Training Event at any time.
5.5. Where a Scheduled Training Event is cancelled by Jisc for commercial reasons, such as Jisc 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
5.6. 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 Jisc. Jisc shall provide a refund of the Training Event Fee or Consultancy Fee for such a cancellation, subject to deduction of any expenses incurred by Jisc 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 Jisc 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 Jisc Training Event or Consultancy service (either a new Jisc Training Event or Consultancy service or the same Jisc Training Event or Consultancy service on a different delivery date).
5.7. Jisc 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 Jisc Staff resource levels. Any such cancellation will result in Jisc re-arranging the Bespoke Training Event, Onboarding Training or Consultancy or refunding the relevant Training Event Fee or Consultancy Fee.
5.8. A Delegate must not share their log in details to Jisc’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.
5.9. Jisc reserves the right to cancel or remove E-Learning Training from the Jisc Website at any time. No refund or compensation of any kind shall be provided by Jisc if E-Learning Training is cancelled or removed from the Jisc Website because such Jisc Training Events are made available free of charge and at the sole discretion of Jisc.
6. Online Jisc 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 Jisc will specify the time(s) at which the Jisc Training Event or Consultancy service will be accessible to Delegates and the technical arrangements or mechanisms for accessing the Jisc Training Event or Consultancy service. For E-Learning Training and Scheduled Training Events, these details will be made available on the Jisc Website. Further information regarding the Jisc Training Event or Consultancy service may be provided in event communications sent by Jisc to Delegates who have registered for the relevant Jisc Training Event or Consultancy service. Jisc will take reasonable steps to ensure that the Jisc 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:
22.214.171.124. its equipment and systems are suitable for accessing an online Jisc Training Event or Consultancy service in accordance with the specification on the tailored event page or the description on the Jisc Website; and
126.96.36.199. its Delegates are provided with the necessary information or support to access the Jisc Training Event; and
188.8.131.52. its Delegates are provided with the necessary information or support to access the Consultancy service; and
6.2.2. promptly give Written Notification to Jisc if it or its Delegates experience any technical issues in accessing the online Jisc Training Event or Consultancy service.
6.3. For online Jisc 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 Jisc Website, and will ensure that its Delegate(s) are made aware of the same:
6.3.1. Access to an online Jisc 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 Jisc's online training platform for E-Learning Training. Details of Delegates that have attended Bespoke Training Events or Consultancy services will be confirmed to Jisc after the event for the purpose of post - Jisc 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 Jisc 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 Jisc’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 Jisc, and in any event prior to the Training Event;
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 Jisc Training Event (i.e. using individual or shared devices) in the relevant Registration Form. Where an online Jisc 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 Jisc Staff for the duration of the Jisc Training Event or Consultancy service (unless expressly instructed to by the relevant Jisc Staff or otherwise agreed with Jisc);
6.3.4. If a Delegate chooses to print out any materials supplied by Jisc in relation to an online Jisc 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 Jisc Training Event or Consultancy service unlocked if they leave it unattended;
6.3.6. Any personal data accessible by Delegates during an online Jisc Training Event or delivery of a Consultancy service must not be used outside of the Jisc Training Event or Consultancy service or for any purpose other than the Jisc Training Event or Consultancy service, unless expressly instructed to do so by the relevant Jisc Staff delivering the Jisc Training Event or Consultancy service or authorised by Jisc in writing;
6.3.7. Delegates must only access online Jisc Training Events and Consultancy services, and any data extracted from Jisc systems during such a Jisc Training Event or Consultancy service, when located in the United Kingdom;
6.3.8. Online Jisc Training Events or the delivery of Consultancy services online may be recorded via Microsoft Teams or other alternative webinar facilities used by Jisc to deliver online Jisc Training Events or Consultancy services. The purpose of such recording is to enable any Delegates who were due to attend a Jisc Training Event (regardless of whether or not they were actually able to attend the Jisc Training Event) to access a recording of the Jisc Training Event/ Consultancy service after it has taken place. The following conditions shall apply to the recording of online Jisc Training Events/ Consultancy services:
184.108.40.206. When a recording of a Jisc 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 Jisc Training Event/ Consultancy service is being recorded.
220.127.116.11. Depending on how a Jisc Training Event meeting is held or Consultancy service is delivered, the recording may include the recording of audio or video of the attending Delegates.
18.104.22.168. Parts of the recording of a Jisc 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 Jisc Training Event/ Consultancy service.
22.214.171.124. The lawful basis for Jisc’s processing of the personal data in recordings of online Jisc 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 Jisc Website.
126.96.36.199. Delegates may opt out of being recorded during an online Jisc 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 Jisc Staff delivering the online Jisc Training Event/ Consultancy service.
188.8.131.52. Recordings of online Jisc Training Events/ Consultancy services are stored in the cloud and will be made available at Jisc’s sole discretion upon receipt of a Written Notification to Jisc requesting access to a particular recording.
7.1. Jisc 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 Jisc Training Event or Consultancy service or in materials used or provided at a Jisc Training Event or as part of a Consultancy service.
7.2. Jisc 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. Jisc 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 Jisc 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, Jisc shall invite guest speakers drawn from higher education providers or other Jisc stakeholders to participate in delivering Jisc Training Events. The guest speakers will be nominated by their employing organisations on the basis of their knowledge and experience in the relevant area. Jisc 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 Jisc 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 Jisc in writing) attempt to copy, transcribe, photograph, scrape, extract or remove any data from Jisc systems (whether in electronic or hard copy), unless expressly instructed to by Jisc Staff delivering the Jisc Training Event or Consultancy service and only generate and retain such extracts or copies of data from Jisc systems to the extent necessary and proportionate for the purposes of the Jisc 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 Jisc systems as part of a Jisc 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 Jisc systems as part of a Jisc Training Event or Consultancy service;
8.1.4. upload any data to Jisc systems as part of a Jisc Training Event or Consultancy service and acknowledge that any data uploaded to Jisc systems may be permanently deleted;
8.1.5. alter or seek to alter any element of the underlying software or functionality of Jisc systems or the software supporting Jisc systems during a Jisc Training Event or delivery of a Consultancy service; and
8.1.6. (for face-to-face Jisc Training Events or delivery of a Consultancy service only) remove any personal data extracted from Jisc systems during a Jisc 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 Jisc Staff delivering a Jisc Training Event or a Consultancy service to delete any copies or extracts of data created during the Jisc Training Event or delivery of a Consultancy service at the end of the Jisc Training Event/ Consultancy.
8.3. Personal data about Delegates and the Customer, and the staff of the Customer (where relevant) will be processed by Jisc in the administration of Jisc Training Events and Consultancy. All personal data will be processed in accordance with the Data Protection Legislation. Further information about Jisc’s compliance with the Data Protection Legislation is provided at Privacy Information page on the Jisc Website.
9. Force Majeure
9.1. Jisc 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, Jisc 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 Jisc from delivering a Jisc 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. Jisc may at its absolute discretion offer the opportunity for Delegates to attend, or the Customer to receive, any rescheduled Jisc 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 Jisc Training Event or Consultancy but does not prevent Jisc from delivering the Jisc 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 Jisc. Jisc 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 Jisc under this Agreement.
10.5. Save for any assignment by Jisc 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 Jisc Training Event”
|A Jisc 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 Jisc Website will confirm whether a Jisc Training Event is accredited or not alongside a description of the Jisc Training Event. For Bespoke Training Events or Onboarding Training, the tailored event page shared with the Customer by Jisc will confirm whether or not the Jisc Training Event is CPD accredited.
The contract you have entered into by submitting the Registration Form or clicking a link to access E-Learning Training on the Jisc 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 Jisc 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 Jisc.
Bespoke advice and other assistance which may be provided by Jisc in addition to a Jisc 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 Jisc.
|The payment to be made by the Customer to Jisc for delivery of Consultancy services under this Agreement and invoiced by Jisc.
The person, firm, higher education provider, organisation or company on behalf of which this Agreement has been made with Jisc, as identified:
|“Data Protection Legislation”
(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.
An individual who is usually the Customer (where the Customer is a natural person) or an employee, contractor or consultant of the Customer, and who attends a Jisc Training Event or receives Consultancy services directly from Jisc 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 Jisc Training Event have been updated to record the details of the Substitute Delegate(s).
Automated or pre-recorded interactive training which:
i) Jisc delivers and makes available online only via the Jisc Website;
ii) contains content relating to Jisc, Jisc systems and Jisc 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 Jisc as Scheduled Training Events.
Employees of Jisc involved in delivering Jisc Training Events and Consultancy and any guest speakers invited by Jisc to participate in the delivery of such training/ consultancy.
"Jisc Training Events"
Scheduled Training Events, E-Learning Training and Bespoke Training Events and Onboarding Training.
|Jisc’s website regarding Jisc 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.
|Mandatory induction training on Jisc, Jisc systems and Jisc records, which must be undertaken by the relevant staff at any new higher education provider prior to that provider submitting data to Jisc. Jisc 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 Jisc agrees with the Customer and are set out in the relevant tailored event page shared with the Customer by Jisc.
|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 Jisc Training Event or Consultancy service and details of the Delegate(s) covered by the booking.
"Scheduled Training Event"
A training event which Jisc 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 Jisc Website as open to bookings for Delegates from multiple Customers. For the avoidance of doubt, this does not include E-Learning Training.
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 Jisc 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 Jisc Training Events).
"Training Event Fee"
The payment to be made by the Customer to Jisc 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 Jisc.
"Written Notification to Jisc"
Written notification to Jisc by inclusion of details in the Registration Form or an email sent to [email protected].
 These terms and conditions are accepted by the Customer pursuant to clause 4:
- On submission of a Registration Form in relation to Consultancy, Onboarding Training, Bespoke Training Events and Scheduled Training Events; and
- On clicking a link to access E-Learning Training on the Jisc Website.