Terms & Conditions

BY ACCEPTING THESE TERMS AND CONDITIONS OR BY ACCESSING OR USING THE SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN IMMEDIATELY CEASE TO ACCESS OR USE THE SERVICES. 

WHERE YOU ARE ACCESSING THE SERVICES AS AN AUTHORISED USER OF A CUSTOMER THEN YOU MUST HAVE PRIOR AUTHORISATION BY THAT CUSTOMER. 

Background 

1. Highfield has developed a software application and platform it makes available via the internet to deliver e-portfolio functions, Highfield resources and services, and the Customer’s own resources.  
2. Highfield has agreed to provide, and the Customer has agreed to take and pay for the Services subject to these Terms and Conditions. 
3. The Customer acknowledges and accepts that in accepting these Terms and Conditions it has the ultimate responsibility for both the acts of any Authorised User and any content uploaded while using the Services by the Customer or an Authorised User. 

Agreed Terms 

1.  Acceptance 
2. These Terms and Conditions, together with any other document or policy referred to within them, forms the agreement between Highfield Products Limited, a company incorporated in England and Wales with company number 3727785 and having its registered office at Highfield Place, Unit 15, Shaw Wood Business Park, Shaw Wood Way, Wheatley Hills, Doncaster, South Yorkshire, DN2 5TB, (referred to throughout these Terms and Conditions as “Highfield”, “we”, “us”, or “our”) and the Customer (also referred to as “you” or “your” in these Terms and Conditions). 
3. By using the Services or facilitating the use of the Services to any Authorised Users, you acknowledge and accept that you have read, understood and agree to be bound by these Terms and Conditions and that you have the authority to act on behalf of any Authorised User of the Services. 
4. Services 
5. Highfield shall, during the Term, provide the Services to the Customer on and subject to these Terms and Conditions. 
6. Highfield shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: 
7. planned maintenance where Highfield has used commercially reasonable endeavours to provide the Customer with at least 48 hours’ notice of such maintenance; and 
8. unscheduled maintenance performed outside Normal Business Hours where reasonably possible (taking into account the severity of the issue giving rise to the maintenance), and in such cases Highfield shall use commercially reasonable endeavours to give the Customer at least 4 hours’ notice in advance. 
9. Highfield will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Support Services.  
10. Programmes and other material 
11. As part of the Services provided by Highfield, Highfield shall provide access to and host various Programmes and Documentation.  
12. If required by the Customer, Highfield may digitise or perform other activities on the resources and materials provided by the Customer in order to make them more appropriate for delivery of the Services. Any such bespoke digitisation work on shall be subject to being documented and a fee quote provided by Highfield and agreed by the Customer before any such action takes place.  
13. If the Customer provides any additional learning resources to Authorised Users and/or uploads any other materials (beyond that provided by Highfield as part of a Programme or Documentation), the Customer is responsible for ensuring that such material can lawfully be hosted by Highfield. If requested by Highfield, the Customer shall provide written confirmation of this prior to the hosting or bespoke development of such resources. The Customer shall be solely responsible for the accuracy and utility of any content uploaded while using the Services and Highfield shall have no responsibility or liability for any such content. 
14. Authorised User Licences 
15. Subject to the Customer ordering any User Licence in accordance with clause 4, clause 5 and clause 11, and the other restrictions contained within these Terms and Conditions, Highfield grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Term. 
16. In relation to the Authorised Users, the Customer undertakes that: 
17. the maximum number of Authorised Users that it authorises to access and use the Services, and the Documentation shall not exceed the number of User Licences it has ordered from time to time; 
18. it will not allow any User Licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; 
19. each Authorised User shall keep a secure and confidential password for their use of the Services and Documentation, and it shall be the responsibility of the Customer and the relevant Authorised User to ensure its password remains confidential; 
20. it shall, and shall procure that all Authorised Users, only use the Services in compliance with the Acceptable Use Policy; 
21. it shall maintain a written, up to date list of current Authorised Users and provide such list to Highfield within 2 Business Days of Highfield’s written request at any time or times; 
22. it shall permit Highfield or Highfield’s designated auditor to audit the Services in order to establish compliance with these Terms and Conditions; 
23. if any of the audits referred to in clause 4.2.6 reveals any non-compliance by the Customer or an Authorised User, then without prejudice to Highfield’s other rights, the Customer shall promptly disable the non-compliant accounts of the relevant Authorised Users; and 
24. if any of the audits referred to in clause 4.2.6 reveal that the Customer has underpaid Licence Fees to Highfield, then without prejudice to Highfield’s other rights, the Customer shall pay to Highfield an amount equal to such underpayment within 5 Business Days of the date of the relevant audit. 
25. The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Highfield. 
26. In the event the Customer, or an Authorised User breaches the provisions of this clause 4 then Highfield reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's (or a relevant Authorised User’s) access to the Services and/or any material that breaches the provisions of this clause. 
27. The rights provided under this clause 4 are granted to the Customer and relevant Authorised Users only and shall not be considered granted to any third party or subsidiary/holding company of the Customer. 
28. Any User Licence purchased pursuant to these Terms and Conditions is non-refundable. In the event a User Licence is purchased and is not activated and allocated to an Authorised User within 12 months, then the Customer shall be permitted to reallocate the User Licence to another Authorised User subject to the prior written consent of Highfield. 
29. Additional User Licences 
30. Subject to clause 5.2 and clause 5.2.2, the Customer may, from time to time during any Term, purchase additional User Licences and Highfield shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms and Conditions. 
31. Where the Customer wishes to purchase additional User Licences it shall notify Highfield in writing. Where Highfield approves the request: 
32. it shall activate the additional User Licences within 1 Business Day of its approval of the Customer's request;  
33. the Customer shall pay to Highfield the relevant fees for such additional User Licences in accordance clause 11; and  
34. the provisions of these Terms and Conditions shall apply to any additional User Licences granted pursuant to this clause 5. 
35. Customer Data 
36. The Customer owns the Customer Data and is solely responsibility for its legality, reliability, integrity, accuracy and quality. If Highfield becomes aware of any potential concerns in respect of the legality, reliability, integrity, accuracy or quality of the Customer Data (“Potential Customer Data Inaccuracies”) it shall notify the Customer of such Potential Customer Data Inaccuracies. Subject to clause 15.2, Highfield shall not be responsible nor liable for resolution of any Potential Customer Data Inaccuracies and shall not be required to take any steps in relation to the Potential Customer Data Inaccuracies beyond notification of them to the Customer.  
37. Subject to clause 6.3, Highfield will retain a data backup of the Customer Data during the Term and for a period of 3 months thereafter (Highfield may delete any data backup from the date 3 months after expiry or termination of these Terms and Conditions). In the event the Customer wants to access any Customer Data contained within the data backup, it will be the responsibility of the Customer or an Authorised User (as applicable) to download the Customer Data and Highfield shall have no responsibility to package and provide copies of the relevant documents. 
38. Where an Authorised User has not accessed or used the Services for a period of 24 months, Highfield may delete all Customer Data relating to that Authorised User. In the event the Customer or the Authorised User wants to access or download any Customer Data relating to that inactive Authorised User it will be the responsibility of the Customer or an Authorised User (as applicable) to download the Customer Data and Highfield shall have no responsibility to package and provide copies of the relevant documents. 
39. Highfield shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those contracted by Highfield to perform or provide Services), unless caused by Highfield’s negligence.  
40. Data Protection 
41. Each party shall comply with applicable requirements of the Data Protection Legislation. This clause 7.1 is in addition to and does not replace a party’s obligations under the Data Protection Legislation. The terms ‘controller’, ‘processor’, ‘data subject’, ‘process’ and ‘personal data’ shall have the meaning given to such terms in the Data Protection Legislation. 
42. In providing the Services, Highfield collects and processes certain personal data in its capacity as a controller. This personal data will be limited to contact and customer relationship management information of the Customer which will be processed in accordance with Highfield’s Privacy Policy www.highfieldqualifications.com/privacy-policy.  
43. To the extent that Highfield is processing personal data other than the personal data it collects as a controller and in accordance with the instructions given by the Customer, it does so in its capacity as a processor and the Customer is the controller. Part 1 of Schedule 3 sets out the subject matter, nature and purpose of processing by Highfield, the duration of the processing, the types of personal data, categories of data subjects and the obligations and rights of the Customer as controller. 
44. The Customer warrants and represents that the processing anticipated by Highfield under these Terms and Conditions will comply with the Data Protection Legislation and the Customer shall provide all relevant data subjects with all information required of a controller under the Data Protection Legislation. 
45. Whenever Highfield acts as a processor on behalf of the Customer, it shall: 
46. process personal data only to the extent necessary to deliver the Services If Highfield is required by any applicable laws to process personal data it shall, to the extent legally permitted, notify the Customer before doing so; 
47. have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of or damage to personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;  
48. ensure that persons who have access to or process personal data keep the personal data confidential (either under contractual or statutory obligations); 
49. ensure that where personal data is transferred outside of the European Economic Area: (i) the personal data is processed in a territory which is subject to a current finding that the territory provides adequate protection for the privacy rights of individuals; or (ii) Highfield participates in a valid cross-border transfer mechanism under the Data Protection Legislation so that Highfield (and where appropriate the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR. Such valid cross-border transfer mechanism may consist of EEA Standard Contractual Clauses for the transfer of personal data that is subject to GDPR or the UK IDTA or the UK Addendum for the transfer of personal data that is subject to UK GDPR or any other approved transfer mechanism from time to time in force; or (iii) the transfer otherwise complies with the Data Protection Legislation;  
50. assist the Customer to respond to any request from a data subject (such assistance to be provided at Highfields standard day-rate); 
51. notify the Customer without undue delay of a personal data breach (which has the meaning given to it in the UK GDPR) including the following information: (i) description of the nature of the accidental, unauthorised or unlawful processing and/or personal data breach including where possible the categories and approximate number of the data subjects concerned and the categories of personal data concerned; (ii) a description of the likely cause and to the extent known the likely consequences of the unlawful processing, personal data breach or suspected personal data breach; (iii) a description of the measures taken or proposed to be taken to address the accidental, unauthorised or unlawful processing and/or personal data breach together with measures to mitigate possible adverse effects; 
52. provide reasonable assistance to the Customer complying with its obligations pursuant to Articles 32 to 36 of the UK GDPR (such assistance to be provided at Highfields standard day-rate); 
53. at the written direction of the Customer, delete or return personal data to the Customer on termination or expiry of these Terms and Conditions unless Highfield is required by law to store the personal data; and 
54. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer or the Customer’s designated auditor (the reasonable costs of supporting such audits to be provided at Highfields standard day-rate) provided that the Customer shall provide reasonable notice of any audit it wishes to carry out and provided that the Customer shall carry out no more than one audit per calendar year, unless the Customer believes (acting reasonably and in good faith) that Highfield has breached this clause 7 in which case the Customer shall be permitted to carry out additional audits for the purposes of establishing whether or not a breach has occurred. 
55. Highfield has the Customer’s general authorisation to engage other processors from an agreed list (as set out in Part 2 of Schedule 1). Highfield shall inform the Customer if it wishes to change that list through the addition or replacement of any processors at least 7 days in advance, thereby giving the Customer the opportunity to object to the proposed change (such objection only to be made where the Customer holds a genuine belief that the proposed processor will be unable to comply with its obligations in the Data Protection Legislation and/or the provisions of the contract with Highfield as set out in clause 7.7). 
56. Where Highfield engages a processor, it shall ensure that the same data protection obligations as set out in this clause 7 are imposed in a written contract on that other processor and Highfield shall remain fully liable to the Customer for performance of the other processor’s obligations. Highfield shall ensure that its agreement with the other processor terminates automatically on termination or expiry of these Terms and Conditions for any reason. 
57. Highfield shall immediately inform the Customer if, in its opinion, an instruction from the Customer infringes the Data Protection Legislation. 
58. Third Party Providers 

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Highfield makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered by the Customer, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Highfield. Highfield recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Highfield does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. 

1. Highfield’s Obligations 
2. Highfield shall perform the Services in accordance with reasonable care and skill and Good Industry Practice and all applicable laws  
3. Highfield’s obligations at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Highfield’s instructions, or modification or alteration of the Services by any party other than Highfield Highfield’s duly authorised contractors or agents.  
4. Highfield does not warrant that: 
5. the Customer's use of the Services will be uninterrupted or error-free or the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or  
6. the Services or Documentation will be free from Vulnerabilities or Viruses. 
7. Highfield is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 
8. These Terms and Conditions shall not prevent Highfield from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms and Conditions. 
9. Customer's Obligations 
10. The Customer shall: 
11. keep an up-to-date list of the names and usernames of all Authorised Users; 
12. provide Highfield with all necessary co-operation and access to such information as may be reasonably required by Highfield in order to provide the Services, including but not limited to Customer Data, configuration services and any information maintained by the Customer under clause 10.1.1; 
13. without affecting its other obligations under these Terms and Conditions, comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions; 
14. carry out all other Customer requirements as set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Highfield may adjust any agreed timetable or delivery schedule as reasonably necessary; 
15. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and Conditions and shall be responsible for any Authorised User's breach of these Terms and Conditions; 
16. obtain and shall maintain all necessary licences, consents, and permissions necessary for Highfield, its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the Services; 
17. ensure that its network and systems comply with the Systems Specifications provided by Highfield from time to time; and 
18. be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Highfield’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 
19. The Customer warrants and represents that it shall fully comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and shall not do, or omit to do, any act that will cause the other to be in breach of the Bribery Act 2010 or the Modern Slavery Act 2015.  
20. Any failure or delay in meeting the requirements of this clause 10 may result in a delay to Highfield’s performance, or an additional charge for further work that is required to be undertaken by Highfield. 
21. The Customer shall not, at any time, produce or have produced any products which would compete with the Services 
22. Charges and Payment 
23. The Customer shall pay the Licence Fees to Highfield for the User Licences in accordance with this clause 11. 
24. Depending on the charging arrangement agreed between the parties: 
25. the Customer shall either pay any applicable Licence Fees at the point of sale; or 
26. Highfield will issue the Customer with an invoice following the Customer placing an order for User Licences, and such invoice shall be payable in full and cleared funds within 30 days of receipt unless otherwise agreed in writing by the parties. 
27. If Highfield has not received payment by the due date (as set out in clause 11.2), and without prejudice to any other rights and remedies available to Highfield: 
28. Highfield may immediately, and without liability to the Customer, disable or suspend any and all User Licences and access to the Services and Documentation and Highfield shall be under no obligation to provide any or all of the services while any sums remain outstanding and owing; and 
29. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 
30. Highfield shall be entitled to increase the Licence Fees and the fees payable in respect of any additional User Licences purchased pursuant to these Terms and Conditions, through the amendment and republishing of the Pricing Schedule. 
31.  
32. Intellectual Property Rights 
33. The parties acknowledge and agree that all Intellectual Property Rights belonging to a party prior to entering these Terms and Conditions will remain vested in that party. 
34. For the avoidance of doubt, the Customer acknowledges and agrees that Highfield and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Terms and Conditions does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. 
35. Highfield confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms and Conditions. 
36. Confidentiality 
37. The provisions of this clause shall not apply to any Confidential Information that: 
38. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause); 
39. was available to the receiving party on a non-confidential basis before disclosure by the other party; 
40. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 
41. is independently developed by the receiving party, and that independent development can be shown by written evidence. 
42. Subject to clause 13.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of these Terms and Conditions. 
43. Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms and Conditions. 
44. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 
45. This clause 13 shall survive termination or expiry of these Terms and Conditions. 
46. Indemnity 

The Customer shall defend, indemnify and hold harmless Highfield against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation in breach of these Terms and Conditions. 

1. Limitation of Liability 
2. Except as expressly and specifically provided in these Terms and Conditions: 
3. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Highfield shall have no liability for any damage caused by errors or omissions in any Customer Data or any Documentation, information, instructions or scripts provided to Highfield by the Customer in connection with the Services, or any actions taken by Highfield at the Customer's direction; 
4. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions; and 
5. the Services and the Documentation are provided to the Customer on an "as is" basis. 
6. Nothing in these Terms and Conditions excludes or limits a party’s liability for: 
7. death or personal injury caused by that party’s negligence; or 
8. fraud or fraudulent misrepresentation. 
9. Subject to clause 15.1 and clause 15.2: 
10. Highfield shall have no liability for any: 
11. loss of profits, 
12. loss of business, 
13. wasted expenditure, 
14. depletion of goodwill and/or similar losses, 
15. loss or corruption of data or information, or 
16. any special, indirect or consequential loss, costs, damages, charges or expenses; and 
17. Highfield’s total aggregate liability to the Customer, in respect of all breaches of duty occurring within any year of the Term shall not exceed an amount equal to the total Licence Fees paid by the Customer in the 12 months preceding the event giving rise to the liability. If the event takes place within the first 12 months of the Term, Highfield’s total aggregate liability to the Customer shall be pro-rated upwards to create an annual figure. 
18. References to liability in this clause 15 include every kind of liability arising under or in connection with these Terms and Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 
19. Term and Termination 
20. These Terms and Conditions shall commence on the Effective Date and shall continue, unless otherwise terminated by a party in accordance with these Terms and Conditions (the “Term"). 
21. Notwithstanding clause 16.1, at any time either party may give 1 months’ prior written notice to the other party to terminate these Terms and Conditions. 
22. Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other party if: 
23. the other party commits a material breach of any term within these Terms and Conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 
24. the other party ceases to trade, is unable to pay its debts and/or suffers an Insolvency Event; or 
25. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms and Conditions is in jeopardy. 
26. Without affecting any other right or remedy available to it, Highfield may terminate these Terms and Conditions with immediate effect by giving written notice to the Customer if: 
27. the Customer registers no Authorised Users as Learners for a period of 2 years; 
28. the Customer has committed any unlawful act,  act of malpractice or has breached any applicable regulations that has caused Highfield to end its relationship with the Customer; 
29. the Customer has acted in any manner which causes, or could cause, Highfield to be brought into disrepute if it continues to supply Services to the Customer; 
30. the Customer suffers a Change of Control; or 
31. the Customer fails to pay any sums due under these Terms and Conditions unless the payment of such sum is the subject of a bona fide dispute which has been notified to Highfield in accordance with these Terms and Conditions and all sums which are not part of the bona fide dispute have been paid in accordance with these terms and Conditions. 
32. On termination of these Terms and Conditions for any reason: 
33. all licences granted under these Terms and Conditions shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; and 
34. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced. 
35. On termination or expiry of these Terms and Conditions, each party shall: 
36. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information (subject to any conflicting obligation on Highfield in clause 6.2 and Schedule 1); 
37. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and 
38. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to the rest of this clause 16. 
39. Force Majeure 

Neither party shall be in breach of these Terms and Conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event of which it has notified the other party. If the period of delay or non-performance continues for six (6) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. 

1. Dispute Resolution 
2. The parties shall use their reasonable endeavours to resolve, amicably and quickly, any dispute that either party raises in relation to these Terms and Conditions or the obligations herein (a "Dispute").  In doing so, the parties shall work together in accordance with the arrangements detailed in the remainder of this clause 18. 
3. Where either party wants to raise a Dispute, it must do so by sending the other party a written notice explaining the basis of that Dispute and the action that it believes is necessary to resolve the issue (a "Dispute Notice"). 
4. Within 7 days of the date of the Dispute Notice, the contract manager of each party must meet (either in person, by teleconference or videoconference) and use their reasonable endeavours to resolve the Dispute; 
5. Either party may escalate the matter to the Managing Director of each party if the matter is not resolved pursuant to clause 18.3 within 14 (fourteen) days of service of the Dispute Notice.  If the matter is escalated, the Managing Director (or any other member of senior management notified to the other party) of each party must meet (either in person, by teleconference or videoconference) within 7 (seven) days of the date of escalation and use their reasonable endeavours to resolve the Dispute. 
6. If the Dispute is not resolved pursuant to clause 18.4 within 14 (fourteen) days of the escalation to the parties’ Managing Directors (or such other member of senior management notified to the other party), either party may pursue the Dispute in accordance with clause 19.10. 
7. Nothing in this clause will prevent either party from instigating legal proceedings where an order for an injunction is being sought. 
8. General 
9. Variation. No variation of these Terms and Conditions shall be effective unless it is in writing and signed by both parties (or their authorised representatives). 
10. Notices. Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the email address specified by the other party. Any notice shall be deemed to have been received, if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 
11. Assignment. The Customer shall not, without the prior written consent of Highfield, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions. 
12. No Partnership or Agency. Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 
13. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. 
14. Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. 
15. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy 
16. Rights and Remedies. Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law 
17. Third Party Rights. Unless it expressly states otherwise, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term contained herein.  
18. Governing Law and Jurisdiction. The parties agree these Terms and Conditions (and any non-contractual matters arising in relation to its subject matter) will be governed by English law and will be subject to the exclusive jurisdiction of the English courts 
19. Interpretation 
20. The definitions and rules of interpretation in this clause apply in these Terms and Conditions. 

1. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions. 
2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include a reference to the other genders. 
4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and Conditions and shall include all subordinate legislation made as at the date of these Terms and Conditions under that statute or statutory provision. 
5. A reference to writing or written includes email but not fax. 

1. - Data Protection 

Part 1 – Data Processing Particulars 

1. Subject matter of processing 
2. The provision of the Services to the Customer in accordance with these Terms and Conditions. 
3. Highfield will store the data generated by Authorised Users as a result of the Authorised User accessing, carrying out and completing Programmes, and associated activities that are available through the Highfield Vault system as per the provision of Services in accordance with these Terms and Conditions.  
4. In addition to basic information regarding an Authorised User that is required to allow access to the Highfield Vault, the subject matter for processing will include the capture of the Authorised Users learning and resource use, including evidence of learning. This could be in the form of written notes, diagrams, voice recordings, photographs and completion of exam-type questions. 
5. The Highfield Vault performs basic analysis of a Learner, such as progress through a programme, percentage completions and checkbox ticking. 
6. For Authorised Users who are tutors, mentors and training providers, the data processing relates to the feedback provided to Learners, setting and recording of activities (for example meeting minutes) and completion actions. 
7. Highfield will also process and digitise learning resource content that belongs to the Customer as described in relation to Schedule B. 
8. Duration of processing 

Unless the Customer requests earlier deletion or if required by any applicable law to retain personal data for longer, Highfield will retain any personal data contained within any Customer Data in accordance with clause 6.2 of the Terms and Conditions. 

1. Nature of processing 
2. Authorised User-generated content will be stored in Highfield Vault in proprietary database systems or in file storage servers ‘as is’ and will not be amended or transferred by Highfield beyond this unless explicitly requested by the Customer. 
3. Content and activity completion by the Authorised Users will be used to calculate programme completion and other statistics, as required for the Highfield Vault’s reporting features to function 
4. Programme content supplied by the Customer that they would like to be hosted on the Highfield Vault may be ‘digitised’ (converted into formats appropriate for online delivery) as requested through Schedule B. Highfield will complete no processing of this content beyond this. 
5. Purpose of processing 
6. The provision of the Services and related Support to the Customer and the Authorised Users in accordance with these Terms and Conditions. 
7. The purpose of the processing as described is in order to deliver the Services. 
8. Types of personal data 
9. The personal data collected on the Highfield Vault in order for it to function is as follows: 
10. Authorised User’s forename and surname  
11. Authorised User’s email address (to login and receive communications from the Highfield Vault) 
12. Authorised User’s password (to login) 
13. Authorised User’s IP address (to analyse login activity) 
14. Authorised User’s relationship with others (for example, a Learner is linked to a tutor) 
15. Authorised User’s relationship to Programmes (for example, a Learner is linked to a Programme) 
16. All other personal data is optional as prescribed by the Customer or the programme being followed, these are not required for the Highfield Vault to function. This list is not exhaustive but can include the following: 
17. Completion of the Authorised User’s profile (profile picture, address, phone numbers, date of birth 
18. Authorised User-generated content to support completion of the programme that may include personal data, such as completion of a CV, uploading qualification certificates and uploading evidence of activities, such as photos. 
19. Messages and notifications between Authorised Users, for example, messaging between a Learner and their tutor 
20. Categories of data subject 
21. The main customer data subjects that will be accessing the Vault are: 
22. Learners: Complete activities and resources hosted on the system, and use the Highfield Vault for recording evidence to support the learning programme 
23. Tutors / mentors: provide reports and feedback to Learners, and review data and analysis 
24. Internal Quality Assurance (IQA) : Will review Learner and tutor information, and upload their own reports to the system 
25. Training Provider: overall access to all activities and learning carried out for the Customer, generally read-only access to all personal data for the Customer. 
26. Obligations and rights of the Data Controller 
27. The obligations and rights of data controllers, as set out in the Data Protection Legislation and these Terms and Conditions. 

Part 2 – Subprocessors 

The table below contains the details of Highfield’s sub-processors.