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Hays Online Training Agreement

ABOUT US

Company details: HAYS SPECIALIST RECRUITMENT LIMITED t/a HAYS EDUCATION incorporated and registered in England and Wales with company number 975677 whose registered office is at 4th floor, 20 Triton Street, London NW1 3BF (“Hays”). 


Background

A.    Hays operates as an employment agency and an employment business in the supply and provision of recruitment services to education establishments. You operate in an education establishment.

B.    The Parties hereby enter into an agreement (“Agreement”) for the provision of online training services via Hays website.  

 

Agreed terms
1.    Interpretation
1.1.    The definitions and rules of interpretation in this clause apply in this agreement.

You Your or Client: the client entering into this Agreement with Hays.

Us, We, or Our: Hays.

Equipment: any equipment, systems, cabling or facilities provided used directly or indirectly in the supply of the Services.


In-put Material: all documents, information and materials provided by the Client relating to the Services, including computer programs, data, reports and specifications.

Intellectual Property Rights (IPR): all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Services: the Training Course and all material and information relating to the training services offered on our Website or notified to you by email or any other means for 12 months and automatically renewed every 12 months. 

Terms and Conditions: the terms of use of our Website as set out on our Website. 

Training Course(s): Online modular training courses devised by Hays or a third party and licensed to the Client for 12 months from the date of this Agreement and automatically renewed every 12 months. 

User: any person using the Services for the purpose of participating in the Training Course.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Website: www.educationtraining.hays.co.uk

1.2.    Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3.    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4.    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.
1.5.    A reference to writing or written includes faxes but not e-mail. 

2.    Hays Agreement with You,
2.1.    This Agreement applies to the order by you and supply of Services by us to you.  They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2.    This Agreement is the entire contract between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
2.3.    This Agreement is made only in the English language.
2.4.    Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Services specified in the order subject to this Agreement.
2.5.    Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
2.6.    After you place your order, you will receive an email from us or a third party acknowledging acceptance of your order (Order Confirmation), at which point and on which date (Commencement Date) the Agreement between you and us will come into existence. The Agreement will relate only to those Services confirmed in the Order Confirmation subject to the termination rights.

3.    HAYS obligations
3.1.    Hays shall:
3.1.1.    use reasonable endeavours to provide the Services, in all material respects.
3.1.2.    use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time for performance shall not be of the essence of this agreement. 
3.1.3.    not disclose any confidential information pertaining to the Client or any User.
3.1.4.    issue the results of training courses to the Client or the relevant User upon request.
3.2.    The obligations set out in clause 3.1 must be read in conjunction with our Terms and Conditions (as updated from time to time) . In the case of any conflict between the Terms and Conditions and this Agreement, the Terms and Conditions shall prevail.

3.3.    We may make such amendments to the Services and the Training Course as in our sole discretion may be necessary or appropriate to comply with any regulations, instructions, recommendations or the like issued by any regulatory body.

4.    The client’s obligations
4.1.    The Client shall:
4.1.1.    ensure the terms of the order are complete and accurate;
4.1.2.    co-operate fully with Hays in all matters relating to the Services;
4.1.3.    provide in a timely manner and at no charge, access to data and other facilities as reasonably required by Hays;
4.1.4.    provide in a timely manner such information as Hays may require, and use reasonable endeavours to ensure that it is accurate in all material respects;
4.1.5.    obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start; and
4.1.6.    keep, maintain and insure Equipment in good condition and shall not dispose of or use Hays Equipment other than in accordance with written instructions or authorisation.
4.1.7.    obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Hays' Equipment, the use of In-put Material and the use of the Client's Equipment in relation to Hays’ Equipment, in all cases before the date on which the Services are to start.
4.2.    The Client shall not allow more than the approved users to be registered to use the Training Course at any time.  
4.3.    The Client must notify all Users that their usage of the Website is subject to Hays Terms and Conditions as set out on the Website.

5.     No warranty 
5.1.    Hays gives you no warranty or assurance, and we declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.  In particular:
5.1.1.    The Services, the Training Course and the related answers are not intended to be a definitive or complete statement of the law on any subject.
5.1.2.    The Services, the Training Course and the related answers are not intended to constitute legal advice in any specific situation.
5.1.3.    The Services and our means of delivering the Training Course may be incompatible with your software or computer configuration.
5.1.4.    Hays may change or withdraw part or all of the Services or Training Course at our discretion. 
5.1.5.    The Services, Training Course and related answers may include third party Services and Training Courses and Hays excludes all liability for the use of third party Services, Training Courses.

6.    Charges and payment
6.1.    To access the Services you will need to submit pre-payment to the online payment system. 
.  
6.2.    All fees due shall be exclusive of VAT, which shall be added to the fee and the applicable rates are set out at educationtraining.hays.co.uk/pricing;
6.3.    Payment for the Services is in advance and we will take your payment upon Order Confirmation.  For the avoidance of doubt payment will be taken every 12 months for the Services subject to the termination rights.
6.4.    Without prejudice to any other right or remedy that it may have, if the Client fails to pay the fee on the due date, Hays may:
6.4.1.    charge interest on such sum from the due date for payment at the  rate of 2% per month; and
6.4.2.    suspend all Services until payment has been made in full.
6.5.    Time for payment shall be of the essence of this Agreement.
7.    Intellectual property rights
7.1.    All Intellectual Property Rights in the Training Course shall be owned exclusively by Hays or a third party as applicable. It is expressly understood that this Agreement does not grant the Client any interest in Hays’s IPR.
7.2.    Subject to clause 7.1, Hays hereby licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services. Upon termination of this Agreement this licence will automatically terminate.

8.    Confidentiality and Hays's property
8.1.    Each Party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, or clients of the other Party, except as permitted by clause 8.2.
8.2.    Each Party may disclose the other party’s confidential information:
8.2.1.    to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this agreement.  Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause 8; and 
8.2.2.    as may be required by law, court order or any governmental or regulatory authority.

8.3.    No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under this Agreement. 
8.4.    All materials, equipment and tools, drawings, specifications and data supplied Hays to the Client (including pre-existing materials and Equipment) shall, at all times, be and remain the exclusive property of Hays, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Hays, and shall not be disposed of or used other than in accordance with Hays’ written instructions or authorisation.

9.    Limitation of liability
9.1.    This clause 9 sets out the entire financial liability of either Party (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the other Party in respect of:
9.1.1.    any breach of this Agreement; 
9.1.2.    any use made by of the Services by the Client or the User, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
9.2.    All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
9.3.    Nothing in this Agreement limits or excludes the liability of the Parties:
9.3.1.    for death or personal injury resulting from negligence; or 
9.3.2.    for any damage or liability incurred as a result of fraud or fraudulent misrepresentation 
9.4.    Subject to clause 9.2 and clause 9.3:
9.4.1.    neither Party shall be liable for: 
9.4.1.1.    loss of profits; or
9.4.1.2.    loss of business; or
9.4.1.3.    loss of anticipated savings; or
9.4.1.4.    any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.4.2.    each Party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall not exceed the net Fee paid or payable for the Services in any 12 month period prior to the liability in question arising.
9.5.    If Hays performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Hays shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

10.    Termination 
10.1.    Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
10.1.1.    you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so; or
10.1.2.    you fail to pay any amount due under the Agreement on the due date for payment. 
10.1.3.    you suspend or cease, or threaten to suspend or cease, to carry on all a substantial part of the business, or
10.1.4.    you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
10.2.    On termination of this Agreement for any reason the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. 
10.3.    On termination of this Agreement (however arising) the following clauses shall survive and continue in full force and effect: clause 7, clause 8, clause 9, clause 10, and clause 21.
10.4.    You reserve the right to terminate the Agreement by giving us at least 30 days written notice before the automatic renewal of the Agreement for a further 12 months.  For the avoidance of doubt your failure to provide 30 days written notice will automatically renew the Agreement for 12 months.
11.    Force majeure
11.1.    Neither Party shall be liable for loss or damage or be deemed to be in breach of this Agreement if its failure to perform its obligations results from acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God, fires, Strikes, embargoes, war, terrorist attack, riot. 
11.2.    Any delay resulting from any of said acts shall extend performance accordingly, or excuse performance, in whole or in part as may be reasonable. 

12.    Variation
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each Party’s authorised representative.

13.    Waiver
13.1.    Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. 

14.    Severance
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, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

15.    Entire agreement
15.1.    This Agreement and any documents referred to in it constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. 
15.2.    Each Party acknowledges that, in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement or those documents. Each Party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.
15.3.    Nothing in this clause shall limit or exclude any liability for fraud. 

16.    Assignment
16.1.    Neither Party shall, without the prior written consent of the other, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.

17.    No partnership 
Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


18.    Rights of third parties
A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

19.    Notices
19.1.    A notice given to a Party under this Agreement: 
19.1.1.    shall be signed by or on behalf of the Party giving it;
19.1.2.    shall be sent for the attention of the person, at the address specified in this clause for Hays (or to such other address, or person as that party may notify to the other, in accordance with the provisions of this clause); and
19.1.3.    shall be: 
19.1.3.1.    delivered personally; or
19.1.3.2.    sent by commercial courier; or  
19.1.3.3.    sent by email; or
  
19.1.3.4.    sent by pre-paid first-class post or recorded delivery; or
19.2.    The addresses for service of a notice are as follows:
19.2.1.    Hays: Address: Hays Education, Hays Specialist Recruitment Limited, 1st Floor, 2 Colton Square
Leicester, LE1 1QH
19.2.1.1.    For the attention of: Emma Watkins
19.2.1.2.    email: educationtraining@hays.com


With a copy to: the Company Secretary, Hays Specialist Recruitment Limited, 4th floor, 20 Triton Street, London NW1 3BF

19.3.    If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:  
19.3.1.    if delivered personally, at the time of delivery; or 
19.3.2.    if delivered by commercial courier, at the time of signature of the courier's receipt; or  
19.3.3.    if sent by pre-paid first-class post or recorded delivery, on the second day after posting.   
19.4.    The provisions of this clause 19 shall not apply to the service of any process in any legal action or proceedings.  
19.5.    A notice required to be given under this Agreement shall not be validly served if sent by e-mail.

20.    Dispute resolution
20.1.    If any dispute arises in connection with this agreement, the Parties authorised representatives shall, within ten days of a written request from one Party to the other, meet in a good faith effort to resolve the dispute.
20.2.    If the dispute is not resolved at that meeting, the dispute will be referred to one or more senior directors of each Party with a view to resolving the matter within a further ten days, thereafter 
the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a Party must give notice in writing (ADR notice) to the other Party requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 60 days after the date of the ADR notice.
20.3.    The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
21.     Data Protection
21.1.    To the extent that any data or information provided by the Client is personal data, the Client will be a data controller of such personal data and shall be responsible for ensuring that, in accordance with applicable Data Protection Laws, it has provided all necessary fair processing information to individuals and has taken appropriate steps to legitimise the disclosure of such personal data to Hays.

21.2.    The parties acknowledge that Hays will also be a data controller of personal data under this Agreement and accordingly Hays shall: (i) comply with all of its legal obligations under the Data Protection Laws which arise in connection with its processing of such personal data; and (ii) process such personal data only for purposes compatible with the provision of services (save to the extent that Hays has legitimised its processing of such personal data for another purpose either by obtaining consent from the individual or using an alternative method to legitimise such processing in accordance with Data Protection Laws and provided fair processing information to the individual in relation to this purpose). 

21.3.    Each party shall deal promptly and in good faith with all reasonable and relevant enquiries from the other party relating to its processing of personal data under this Agreement.

21.4.    Each party shall, if it receives any communication or request from a regulator, candidate or third party which relates to the other party's processing of personal data under this Agreement (including any actual or alleged breach of the Data Protection Laws) without undue delay forward such communication to the other party and provide reasonable cooperation and assistance to the other party in relation to the same.

21.5.    The Client shall at all times comply with the provisions of the Data Protection Laws. And in no event shall the Client cause Hays to be in breach of the Data Protection Laws.

21.6.    The Client shall ensure all staff are aware of Hays privacy policy which is available on Hays website before submitting staff personal data to Hays.

21.7.    For the purpose of this clause 21, "Data Protection Laws" means: (a) any legislation in force from time to time in the United Kingdom which implements the European Community's Directive 95/46 EC and Directive 2002/8/EC, including but not limited to the Data Protection Act 1998 and the Privacy and Electronic Communication (EC Directive) Regulations 2003, the Data Protection Act 1998; and (b) from 25 May 2018 only, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "General Data Protection Regulation"); and (c) any other legislation in force from time to time in the United Kingdom relating to privacy and/or the processing of personal data (and "personal data" shall have the meaning given to that term in such Data Protection Laws).


22.    Governing law and jurisdiction
22.1.    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
22.2.    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). 

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