Acceptance of these Terms and Conditions will take place when Jisc receives a signed Order Form from the Customer, at which point a legally binding agreement will come into existence between Jisc and the Customer.

If you do not agree to these Terms and Conditions do not use the Service.

1. Definitions and Interpretation

1.1. In these Terms and Conditions, various terms are defined in the Clauses in which they are used and in addition, the following terms have the meanings set out beside them below.

Affiliate

in relation to each Party, means each undertaking that is from time to time a subsidiary undertaking (as defined in Section 1159 of the Companies Act 2006) of a Party, a parent undertaking (as defined in Section 1159 of the Companies Act 2006) of a Party or a subsidiary undertaking of such parent undertaking.

Agreement

means the agreement between Jisc and the Customer for the provision of the Service.

Anti-slavery policy

Jisc’s anti-slavery policy which can be found at https://www.jisc.ac.uk/about/corporate/slavery-and-human-trafficking-statement.

Applicable law

means all applicable laws, statutes, regulations, decree directives, legislative enactments, orders, binding decisions of a competent Court or Tribunal, rule, regulatory policies, guidelines, codes, other binding restriction, regulatory permits and licences applicable under law which are in force from time to time during the term of this Agreement to which a party and/or any Processing of Personal Data is subject from time to time.

Bribery legislation

means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the Bribery Legislation.

Business day

means any day other than a Saturday, Sunday or bank or other public holiday in England.

Charges

means the charges payable by the Customer to Jisc for the performance of the Service as set out in the Order Form and may be varied in accordance with Clause 5.

Commencement date

has the meaning set out in the Order Form.

Confidential information

means any and all confidential information (however recorded, preserved or disclosed) disclosed in connection with this Agreement, whether before or after the Commencement Date, where the information is: (a) clearly identified as “confidential” at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. Confidential Information incudes any information in any form or medium concerning the business, affairs, technology, customers, suppliers, plans, strategy, pricing, products or services of a Party.

Controller

has the meaning set out in the UK GDPR (as defined further below).

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 ICO or European Data Protection Board from time to time.

Data protection particulars

means, in relation to any Processing under this Agreement:

Data subject

has the meaning set out in the UK GDPR.

Data subject request

has the meaning set out in Clause 7.5.

Deliverables

means any deliverables and user documentation to be provided by Jisc to the Customer pursuant to this Agreement.

First expiry data

has the meaning set out in the Order Form.

Force majeure event

means any cause beyond a Party’s reasonable control affecting the performance of its obligations under this Agreement.

Freedom of information laws

means the Freedom of Information Act 2000 (and any Scottish equivalent), the Environmental Information Regulations 2004 (and any Scottish equivalent) and any subordinate legislation made under such legislation from time to time together with any guidance and/or codes of practice issued by the UK Information Commissioner or relevant Government Department in relation to such legislation.

ICO

means the means the UK Information Commissioner (including any successor or replacement).

Initial term

has the meaning set out in Clause 3.2.

Intellectual property rights

means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Modern slavery legislation

the Modern Slavery Act 2015 and any subordinate legislation made under that Act from time to time together with all applicable anti-slavery and human trafficking laws, statutes, regulations, guidance or codes of practice issued by the relevant government department.

Order form

means the order form to which these Terms and Conditions are appended.

Party

means a party to this Agreement and "Parties" shall be construed accordingly.

Permitted country

means a country, territory or jurisdiction that is either: (a) within the UK or the European Economic Area; or (b) outside of the UK or European Economic Area but which is the subject of an adequacy determination by the UK Secretary of State or the European Commission (as applicable).

Personal data

has the meaning set out in the UK GDPR and for the purposes of this Agreement includes Sensitive Personal Data.

Personal data breach

has the meaning set out in the UK GDPR (where the Personal Data directly affected by the breach of security is that described in the Data Protection Particulars) and, for the avoidance of doubt, includes a breach of Clause 7.3.2.

Processing

has the meaning set out in the UK GDPR (and "Process" and "Processed" shall be construed accordingly.

Processor

has the meaning set out in the UK GDPR.

Regulator

means the ICO and any other independent public authority which has jurisdiction over a Party, including any regulator or supervisory authority which is responsible for the monitoring and application of the Data Protection Legislation.

Regulator correspondence

has the meaning set out in Clause 7.5.

Renewal term

has the meaning set out in Clause 3.4.

Sensitive personal data

means Personal Data that reveals such categories of data as are listed in Article 9(1) of the UK GDPR and Personal Data relating to criminal convictions and offences.

Service

means the Building Digital Capability service provided by Jisc as set out in the Order Form.

Service website

means https://digitalcapability.jisc.ac.uk (and any successor site designated by Jisc), as may be updated by Jisc from time to time.

Term

means the period commencing on the Commencement Date and ending on the effective date of termination of this Agreement.

User

means any users of the Service pursuant to this Agreement; and

Website user terms

means the terms of website use available from time to time on the Service Website.

1.2. In this Agreement, unless the context otherwise requires:

1.2.1. the singular shall include the plural and vice versa, and references to one gender shall include all genders;

1.2.2. references to a "person" includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having separate legal personality and irrespective of their jurisdiction of origin, incorporation or residence);

1.2.3. references to "Clauses" are to clauses of these Terms and Conditions;

1.2.4. references to a "Party" include that Party's successors and permitted assignees;

1.2.5. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.6. any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all the rules and regulations made under it as from time to time amended, consolidated or re-enacted.

1.3. In the case of conflict or ambiguity between any provision contained in this Agreement the order of precedence shall be as follows:

1.3.1. the Order Form;

1.3.2. the Terms and Conditions; and

1.3.3 .any other document referred to in the Terms and Conditions.

2. Scope

2.1 The Customer orders, and Jisc agrees to supply, the Service subject to and in accordance with the terms of this Agreement.

2.2 The express provisions of this Agreement and the Website User Terms shall apply to the supply of the Service. The Customer should ensure that it reviews the Website User Terms and should ensure that it checks the Service Website regularly for any changes.

2.3 Any provisions not set out in this Agreement or the Website User Terms, including those of the Customer which the Customer applies or purports to apply, shall not be the terms and conditions concerning the supply of the Service, however such provisions are introduced (including provisions included on purchase order(s), confirmations of order or similar documents) (Customer Terms). For the avoidance of doubt, the Customer acknowledges and agrees that Jisc shall not be bound by any of the Customer Terms.

3. Commencement and duration

3.1. These are the terms and conditions on which Jisc provides the Service to the Customer. These Terms and Conditions will apply to any agreement between Jisc and the Customer in relation to access and use of the Service to the exclusion of all other terms and conditions.

3.2. In consideration of payment by you of the agreed Charges and you agreeing to abide by these Terms and Conditions, we hereby grant to you a non-exclusive, non-transferrable right to use the Service under these Terms and Conditions from the Commencement Date until the First Expiry Date (the Initial Term), subject to early termination in accordance with this Agreement.

3.3. During the Initial Term the Customer may terminate this Agreement by giving not less than three (3) months' written notice of termination to Jisc, such termination to take effect only on the expiry of the Initial Term.

3.4. Following expiry of the Initial Term this Agreement will, subject to earlier termination in accordance with this Agreement, automatically renew for successive 12 month periods (each a Renewal Term) unless and until terminated by either Party giving not less than three (3) months' written notice of termination to the other, such termination to take effect only on expiry of the then current Renewal Term.

4. Service

4.1. Jisc will supply the Service in accordance with this Agreement, using reasonable skill and care and accordance with the standards generally observed in the industry for similar services, and in a professional manner.

4.2. The Customer shall:

4.2.1. provide to Jisc such information and cooperation as Jisc may reasonably request and which is necessary to enable Jisc to supply the Service;

4.2.2. not, and shall procure that the Users of the Service shall not, introduce any software virus or other malware that may infect or cause damage to the Service or Jisc’s systems or otherwise disrupt the provision of the Service;

4.2.3. not permit access or use of the Service by any person other than the Users;

4.2.4. be responsible for access to and use of the Service by the Users;

4.2.5. be responsible for ensuring that all Users of the Service keep any passwords needed to access same secure;

4.2.6. and shall ensure that the Users shall, comply with the Website User Terms and any other policies and procedures notified by Jisc to the Customer or the User (as applicable), in connection with the use of the Service including those made available on the Service Website.

4.2.7. In the event of unauthorised use of the Service by the Customer or Users, Jisc reserves the right to suspend access by the Customer or Users to the Service.

5. Charges and Payment

5.1. You shall pay the Charges to us in accordance with the payment timetable specified in the Order Form. All Charges are stated exclusive of value added tax (and any other taxes), which if applicable will be added by us to our invoices at the prevailing rate as at the date of the applicable invoice and will be paid by you accordingly. Payment shall be made by the Customer to the bank account notified on the invoice to the Customer.

5.2. We will deliver invoices to you in accordance with the payment timetable set out in the Order Form. Subject to Clause 5.3, all due and valid invoices will be paid by you within 30 days of receipt.

5.3. Should you wish to dispute an invoice you will notify us in writing of the nature and details of the dispute within 30 days of receipt of the invoice, provided that nothing in this clause will excuse you from your payment obligations in respect of any undisputed part of the invoice.

5.4. If the Customer fails to pay any undisputed Charges by the due date, Jisc may, in its absolute discretion:

5.4.1. charge the Customer interest on late payment from the due date up to the date of actual payment, after as well as before judgment, at the rate of 2% above the base lending rate of HSBC Bank plc then in force. Such interest will be payable by the Customer on demand and will accrue on a daily basis; and / or

5.4.2. suspend the Service in respect of which the unpaid Charges relate until payment is received by Jisc.

5.5. The Customer shall pay all sums that it owes under this Agreement without any set‐off, counterclaim and deduction or withholding of any kind, save as may be required by law.

5.6. Following expiry of the Initial Term, Jisc reserves the right to amend the Charges from time to time. Jisc will give a minimum of 6 months' notice of any amendment. If you then wish to terminate this Agreement you may do so by giving written notice of termination to us within two (2) months' of receiving our notice of amendment. Termination will then come into effect from the date on which the amended Charges would otherwise apply. Information on the charges that apply to the Service can be found on the Service Website.

6. Intellectual property rights

6.1. Except as expressly set out in this Agreement, neither Party will acquire any right, title or interest in or to the Intellectual Property Rights of the other Party (or its Affiliates, or its or its Affiliates' subcontractors or licensors) that has been made available to, or accessed by, that Party pursuant to this Agreement.

6.2. The Parties acknowledge and agree that all Intellectual Property Rights in and to the Service, and Deliverables are owned by Jisc or its licensors and shall remain vested in Jisc or its licensors. Except as expressly provided in this Agreement, the Customer shall not acquire any proprietary right, title or interest in or to the Service and Deliverables.

6.3. In consideration of the payment of the Charges, Jisc grants to the Customer a non-exclusive, world-wide, non-sub-licensable, non-transferable, and royalty free licence to access and use the Service from the Commencement Date in accordance with this Agreement and use the Deliverables as required to enjoy the benefit of the Service in accordance with this Agreement.

6.4. The Customer hereby grants to Jisc a non-exclusive, world-wide, royalty free licence to use the materials, logos, branding, data and other information made available by the Customer to Jisc in connection with this Agreement (and the Intellectual Property Rights therein) to extent required in connection with the supply of the Service.

6.5. The licences granted under Clauses 6.3 and 6.4 shall terminate immediately upon termination of this Agreement for any reason.

6.6. The Customer shall not, without the prior written consent of Jisc, conduct, cause or permit the following: the creation of any derivative works based on the Service or the Deliverables; the use, copying, modification, sale, distribution, transfer, reverse engineering, adaptation or decompiling of the Service or Deliverables except as expressly permitted in this Agreement; or the use of the Service or Deliverables by a third party, except as expressly permitted in this Agreement.

7. Data protection

7.1. Each of the Parties acknowledges and agrees that the Data Protection Particulars table below sets out an accurate description of the Data Protection Particulars.

The subject matter and duration of the Processing. Jisc's Building digital capability service includes a ‘Discovery Tool’ that allows students and staff to self-assess their digital capability by asking the Service user a series of reflective questions and delivers to the user a personalised report with suggested next steps for improvement. All such Processing will be for the duration of the Term.

The nature and purpose of the Processing: The Personal Data will be Processed in order to provide Service to the Customer.

The type of Personal Data being Processed: Personal Data about students: first name, last name, level of study, subject and institutional email address. Personal Data about staff: first name, last name, role, department and Institution email address.

The categories of Data Subjects: The Data Subjects are students and staff of the Customer.

7.2. Where a party acts as a Controller in respect of any Personal Data Processed under or in connection with this Agreement, it shall comply with its respective obligations under the Data Protection Legislation and it shall only use such Personal Data for the purposes of performing its obligations under this Agreement. The Customer's attention is drawn to the privacy policy available via the Service Website which provides further information about how Jisc uses Personal Data as the Controller.

7.3. In relation to any Personal Data that the Customer (as a Controller) provides or makes available to Jisc (as a Processor), or that Jisc Processes on the Customer's behalf pursuant to this Agreement, Jisc shall:

7.3.1. use, access or otherwise Process the Personal Data only in accordance with the Customer's lawful instructions;

7.3.2. take, implement, maintain and monitor appropriate technical and organisation measures which are sufficient to comply with at least the obligations placed on the Customer by the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation;

7.3.3. not transfer any Personal Data outside a Permitted Country without the Customer's prior written consent;

7.3.4. ensure the reliability and integrity of Jisc’s employees, consultants, contractors and staff involved in the Processing of (and who will have access to) those Personal Data (Jisc Personnel), and shall ensure that each such individuals shall have entered into an appropriate contractual agreement that requires them to keep the Personal Data confidential;

7.3.5. on the Customer's request, allow the Customer or any regulator to audit Jisc's compliance with this Clause 7;

7.3.6. not sub-contract any Processing of the Personal Data unless the relevant sub-contractor is engaged by way of a written contract which imposes obligations on the sub-contractor which are at least equivalent to (and no less onerous than) the obligations imposed on Jisc pursuant to this Clause 7; and Jisc will remain primarily liable under this Agreement for all acts and omissions at its sub-contractors and the acts or omissions of those employed or engaged by these sub-contractors as if they were those of Jisc.

7.3.7. comply with the obligations imposed upon a Processor under the Data Protection Legislation, and use all reasonable endeavours to assist the Customer to comply with the requirements of the Data Protection Legislation (including the obligations pursuant to Articles 32 to 36 of the UK GDPR (inclusive)); and

7.3.8. on termination of this Agreement, cease Processing all Personal Data and return to the Customer all Personal Data (and all copies under its possession or control), except to the extent Jisc is required to retain copies by Applicable Law.

7.4. Jisc shall notify the Customer immediately (and in any event, within forty-eight (48) hours), if it:

7.4.1. becomes aware of any: (i) Personal Data Breach; (ii) breach of this Clause 7; or (iii) breach of the Data Protection Legislation, whether committed by Jisc, Jisc Personnel, or any sub-contractors appointed by Jisc;

7.4.2. is required by any Applicable Law to act other than in accordance with any of the Customer's instructions given under Clause 7.3.1, provided Jisc is not prohibited by law from so notifying the Customer; or

7.4.3. considers, in its opinion (acting reasonably), that any of the Customer's instructions under Clause 7.3.1 infringe any of the Data Protection Legislation.

7.5. Jisc will notify the Customer promptly (and in any event within forty-eight (48) hours) following its receipt of any actual or purported request or notice or complaint from (or on behalf of) a Data Subject exercising their rights under the Data Protection Legislation (a Data Subject Request) or any correspondence or communication (whether written or verbal) from the Regulator in relation to the Processing of Personal Data under or in connection with this Agreement (Regulator Correspondence), and shall: (i) not disclose any Personal Data in response to any Data Subject Request or Regulator Correspondence without the Customer's prior written consent; and (ii) provide the Customer with all reasonable co-operation and assistance required by the Customer in relation to any such Data Subject Request or Regulator Correspondence.

7.6. Jisc shall indemnify on demand and keep the Customer indemnified from and against any losses suffered or incurred by the Customer or any fines imposed by a relevant Regulator on the Customer. In either case, only to the extent arising as a result of a breach by Jisc of this Clause 7.

8. Confidentiality

8.1. Each Party undertakes that for the term of this Agreement and thereafter it will keep confidential and (except for the purposes of this Agreement) will not use or (without the prior written consent of the other Party or except where permitted under Clause 8.2) disclose to any third party any Confidential Information of the other Party which may become known to it as a result of negotiations leading up to or the performance of this Agreement.

8.2. Each Party may disclose the other Party's Confidential Information to those of its Affiliates and those of its or its Affiliates' employees, officers, advisers, agents, sub-contractors, contractors or representatives who need to know the other Party's Confidential Information in order to perform the disclosing Party's rights and obligations under this Agreement provided that the disclosing Party shall ensure that each of its and its Affiliates' employees, officers, advisers, agents, sub-contractors, contractors or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this Clause 8 as if it were a Party.

8.3. The obligations in Clause 8.1 shall not apply in relation to:

8.3.1. information which is or becomes public knowledge other than as a result of a breach of Clause 8.1;

8.3.2. information which the Party using or disclosing the information either knew prior to the other Party's first disclosure to it or received from a third party entitled to disclose the same; or

8.3.3. information which a Party is required to disclose by law, any Court of competent jurisdiction, any Government agency or regulatory body lawfully requesting the same or by the regulations of any stock exchange provided that (to the extent not prohibited by law or order of court, government agency or regulatory body or stock exchange regulation) the disclosing Party promptly notifies and consults with the other Party in advance in relation to the timing and content of such disclosure.

9. Warranties

9.1. Each Party hereby warrants and undertakes to the other Party that this Agreement is executed by a duly authorised representative of that Party; it has, and will have for the duration of this Agreement, full capacity and authority required to enter into this Agreement and perform its obligations as set out in this Agreement; and it has obtained and will for the duration of this Agreement, maintain all licences, rights, permits, permissions, certificates, qualifications, consents and regulatory approvals required lawfully and properly to perform its obligations, and grant the rights granted by it, under this Agreement.

9.2. Jisc does not warrant that your use of the Service will be uninterrupted or error free but we warrant that the Service, when properly used, shall perform substantially in accordance with the functions set out on the Service Website.

9.3. If, within the term of the Agreement to use the Service, you notify Jisc in writing of any defect or fault in the Service that results in its failure to perform substantially in accordance with any service levels set out on the Service Website we will remedy the fault, provided that you make available all the information that may be necessary to help us remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. The warranty does not apply if the defect or fault results from you having used the Service in contravention of these Terms and Conditions.

9.4. Jisc warrants that in relation to this Agreement and its subject matter, neither it nor any of its employees, sub-contractors or agents or others performing services on its behalf has done (or agreed to do) or will do (or agree to do) anything which constitutes a breach of any Bribery Legislation;

9.5. Jisc warrants that it shall, at all times during the term of this Agreement comply with Modern Slavery Legislation and Anti-Slavery Policy and require that each of its sub-contractors shall comply with the Modern Slavery Legislation and Anti-Slavery Policy;

9.6. Jisc warrants it has in place, and will at all times during the term of this Agreement continue to have in place, adequate procedures designed to prevent any person associated with it from committing an offence under the Bribery Legislation and as a minimum such procedures comply, and will at all times during the term of this Agreement comply, with the most recent guidance issued from time to time by the Secretary of State pursuant to the Bribery Act 2010 and it will comply with, monitor and enforce the procedures referred to in this Clause 9.6.

10. Liability

10.1. Neither Party shall be liable to the other Party for any indirect, special or consequential loss or damage suffered or incurred by the other Party, in each case arising out of or in connection with this Agreement (whether the claim is brought for breach of contract, in negligence or any other tort, under statute or otherwise). Jisc shall, in addition, not be liable to the Customer for those losses which it excludes its liability for in the Website User Terms.

10.2. Notwithstanding any other provision of this Agreement and, in particular, the limitations in Clauses 10.1 and 10.3, nothing in this Agreement shall exclude or limit:

10.2.1. either Party’s liability under, or in connection with, this Agreement for:

a. fraud or fraudulent misrepresentation;

b. death or personal injury resulting from the negligence of that Party (or its officers, agents or employees);

c. for any other matter in respect of which liability cannot by applicable law be limited or excluded; or

10.2.2. the Customer's obligation to pay the Charges.

10.3. Subject to Clause 10.2, each Party's aggregate liability to the other Party in respect of all losses arising out of or in connection with this Agreement (whether the claim is brought for breach of contract, in negligence or any other tort, under statute or otherwise) shall not exceed a sum equal to the annual Charges to use the Service.

10.4. All terms, conditions and warranties implied by statutory or common law regarding the Service are excluded from this Agreement to the fullest extent permitted by law.

11. Termination

11.1. This Agreement may be terminated by either Party with immediate effect on giving written notice to the other Party if:

11.1.1. the other Party or, in the case of the Customer, any User commits a material breach of any provision of this Agreement (including the Website User Terms) which is incapable of remedy or which is capable of remedy but which is not remedied within thirty (30) days after receipt of a notice specifying the breach and requiring it to be remedied; or

11.1.2. the other Party ceases trading, or becomes apparently insolvent, or has a trustee in sequestration appointed, combines with its creditors, or has a liquidator, receiver or administrator appointed (or an application is made either for the appointment of an administrator or for an administration order or notice of intention to appoint an administrator is given over all or any of its assets) over all or any of its assets other than for the purposes of a solvent amalgamation or reconstruction, or undergoes any analogous act or proceeding under foreign law to any of those mentioned in this Clause 11.1.2.

11.2. Termination of this Agreement for any reason will:

11.2.1. be without prejudice to any obligation or right of any Party which has accrued prior to such termination (or shall thereafter accrue in respect of the period before such termination); and

11.2.2. not affect any provision of this Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination, which includes this Clause 11 and Clauses 5, 6, 7, 8, 10, 16.2, and 18.

12. Subcontracting and assignment

12.1. The Customer agrees and consents to Jisc using sub-contractors in the performance of its obligations under this Agreement. On request, Jisc shall provide details of all sub-contractors involved in the delivery of the Service to the Customer. The Customer may object to the appointment of any sub-contractor and Jisc shall reasonably take into account the views of the Customer in appointing any such sub-contractor, but for the avoidance of doubt the appointment of any sub-contractor shall be at Jisc's absolute discretion.

12.2. Notwithstanding any sub-contracting by Jisc, Jisc shall remain responsible to the Customer for (a) the provision of the Service and (b) the actions and omissions of such sub-contractors in connection with this Agreement as if they were the acts and omissions of Jisc to the extent that Jisc would be liable to the Customer under this Agreement for those acts and omissions.

12.3. The Customer shall not assign, novate or otherwise transfer any benefit or obligation arising under this Agreement without the prior written consent of Jisc (which consent shall not be unreasonably withheld or delayed).

13. Force majeure

13.1. Notwithstanding anything herein to the contrary but subject to Clause 13.2, neither Party will be liable for any delay or failure in performance of any part of this Agreement, to the extent such delay or failure is attributable to a Force Majeure Event.

13.2. Where a Party is prevented from carrying out is obligations as a result of a Force Majeure Event, it will notify the other Party promptly and will take reasonable steps to mitigate and overcome the effects of the Force Majeure Event on the performance by that Party of its obligations under and in accordance with this Agreement.

13.3. If either Party is prevented from performing its obligations for more than thirty (30) days due to a Force Majeure Event then either Party will be entitled to terminate this Agreement without liability to the other forthwith on giving written notice of termination to the other.

14. Notices

14.1. Any notice given under or in connection with this Agreement shall be in writing and signed by or on behalf of the Party giving it and may be delivered personally, by pre-paid first class post, recorded delivery or registered post (or registered airmail in the case of an address for service outside the United Kingdom) to the address as set out in the Order Form or such other address as notified by a Party in writing to the other Party from time to time.

14.2. Notices shall be deemed to have been received:

14.2.1. if delivered personally, at the time of delivery;

14.2.2. if sent by pre-paid first class post, recorded delivery or registered post, on the second Business Day after posting; or

14.2.3. in the case of registered airmail, five (5) Business Days from the date of posting,

14.2.4. provided that: (i) if deemed receipt occurs before 9am on a Business Day, the notice shall be deemed to have been received at 9am on that Business Day; and (ii) if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 am on the next Business Day.

14.3. Notices may also be delivered by email provided that in all cases the sender is able to verify that the email reached the recipient’s servers without error. In such cases, service will be upon the email reaching the server. Notices emailed by Jisc will be sent to the Customer’s email address set out in the Order Form and notices issued by the Customer will be sent to legal@jisc.ac.uk, or in either case, if another email address is notified as a replacement email address, to that other email address.

15. Revisions

15.1. In order to continuously improve its operations, Jisc may from time to time revise these Terms & Conditions (including any of the documents referenced herein). Revisions are intended to clarify or improve the Customer’s rights or benefits rather than reducing them.

15.2. The Customer will be notified in writing of the changes to the Terms and Conditions and the notification will state if the changes reduce any of the Customer’s rights or benefits. The revised Terms and Conditions will be automatically effective sixty days after notification and will be published on the Service Website.

15.3. If the Customer (acting reasonably) cannot accept any revision it may terminate the Agreement by giving Jisc written notice not less than thirty days prior to the date when the revision would become effective. In such case the Customer will be entitled to a pro-rata rebate of fees already paid for the Service that would have been supplied subsequent to the date of termination.

16. General terms

16.1. Subject to Clause 15, no variation to this Agreement shall be effective unless it is in writing in the English language and signed by the Parties’ authorised representatives.

16.2. A person who is not a Party to this Agreement has no rights to enforce any term of this Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

16.3. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain unaffected and in force.

16.4. Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or at law or in equity (and/or the continued performance of this Agreement) shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement must be in writing and shall not constitute a waiver of any other breach and shall not affect the other terms of this Agreement.

16.5. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any rights or remedies provided at law or in equity.

16.6. Nothing in this Agreement shall be construed as constituting or evidencing any partnership, contract of employment or joint venture of any kind between either of the Parties or as authorising either Party to act as agent for the other. Neither Party shall have authority to make representations for, act in the name of or on behalf of, or otherwise to bind the other Party in any way.

16.7. This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in them and supersedes any previous agreement between the Parties relating to such matters.

16.8. Each of the Parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether Party to this Agreement or not) other than as expressly set out in this Agreement as a warranty, representation or undertaking.

17. Freedom of information obligations

17.1. We are not subject to the requirements of the Freedom of Information Laws and so are not obliged to respond to requests for information under the Freedom of Information Laws (Request for Information). Without prejudice to the foregoing, and subject to your compliance with Clause 17.2 , we will endeavour to inform you within two (2) Business Days and endeavour to respond to any Request for Information in the spirit of the Freedom of Information Laws where reasonably able to do so.

17.2. We acknowledge that you may be obliged to respond to any Request for Information where you are subject to the requirements of the Freedom of Information Laws. If this is the case you shall be responsible for determining in your absolute discretion and, notwithstanding any other provision in these Terms and Conditions or any other agreement, whether any information is exempt from disclosure in accordance with the provisions of the Freedom of Information Laws. Without prejudice to the foregoing, if you receive a Request for Information and such request includes commercially sensitive information or confidential information of ours under the Freedom of Information laws, you shall, as soon as reasonably practicable, notify us of such request and shall consult with us and consider any representations which we may make in relation to the requested disclosure prior to deciding whether to comply with or to refuse the request (in whole or in part).

18. Governing law and jurisdiction

18.1. This Agreement, any non contractual obligations arising out of or in connection with this Agreement and the relationship between the Parties, shall be governed by and interpreted in accordance with the laws of England and Wales.

18.2. Each Party irrevocably submits to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.

Terms and Conditions last updated: 17 February 2022