- Basis of contract
- Supply of Training Services
- Customer’s Obligations
- Charges and Payment
- Intellectual Property Rights
- Data Protection
- Limitation of Liability
- Consequences of Termination
- COMPLIANCE WITH DATA PROTECTION LAWS
- DATA PROCESSING OBLIGATIONS
- INTERNATIONAL DATA TRANSFERS
- DETAILS OF PROCESSING ACTIVITIES
THESE TERMS AND CONDITIONS APPLY TO ALL PURCHASES OF COURSES PROVIDED BY THE RTITB INSTRUCTOR ACADEMY.
The following definitions and rules of interpretation apply in these Conditions.
|Academy Materials||has the meaning set out in clause 4.1.6|
|Additional Expenses||has the meaning set out in clause 7.2.|
|Booking Form||means the course booking form issued by the Academy to the Customer in accordance with clause 2.1.|
|Business Day||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|Charges||the charges payable by the Customer for the supply of the Training Services, as set out in the Booking Form, excluding the Additional Expenses.|
|Course||means training courses and/or any examinations organised by the Academy to be delivered to Delegates by an Instructor details of which are set out in the Booking Form.|
|Course Content||means the subject matter and content of the Course.|
|Commencement Date||has the meaning set out in clause 2.3.|
|Conditions||these terms and conditions as amended from time to time in accordance with clause 13.5.|
|Contract||the contract between the Academy and the Customer for the supply of Training Services, which is formed of the Booking Form and these Conditions.|
|Control||has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.|
|Customer||the person or firm who purchases Training Services from the Academy.|
|Customer Default||has the meaning set out in clause 4.2.|
|Data Protection Laws||Means all applicable privacy and data protection laws relevant to the provision of the Training Services, including, without limitation the UK GDPR, and “Controller”, “Processor”, “Personal Data Breach”, “Personal Data” and “Process” shall all have the meanings given in the UK GDPR.|
|Delegate||means an individual enrolled on a Course.|
|Instructor||means a member of the Academy delivering the Course.|
|Intellectual Property Rights||patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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.|
|Order||the Customer’s request for the Training Services.|
|the Academy||means RTITB Instructor Academy is a trading name of RTITB Limited, Access House, Halesfield 17, Telford, TF7 4PW registered in England and Wales with company number 2476398.|
|Training Services||means the Courses to be provided by the Academy to the Customer.|
|UK GDPR||Means as defined in s3(10) of the Data Protection Act 2018.|
1.2.1 A reference to legislation or a legislative provision:
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Training Services in accordance with these Conditions. Upon receipt of such Order, the Academy shall, as soon as reasonably possible, issue the Customer with a Booking Form for the Customer to complete.
2.2 The Customer must fully complete the Booking Form provided to it in accordance with clause 2.1 and return it to the Academy (to the address set out in the Booking Form) within 5 Business Days of receipt. In the event that the Training Services are to commence in less than 15 Business Days from the date on which the Booking Form was issued by the Academy, the Customer shall complete and return the Booking Form within 2 Business Days of receipt.
2.3 The Order shall only be deemed to be accepted when the Academy issues written acceptance of the Customer’s completed Booking Form at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.4 Any samples, drawings, descriptive matter or advertising issued by the Academy, and any descriptions or illustrations contained in the Academy’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Training Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.6 Any quotation given by the Academy shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 The Academy shall reserve the dates on which the Customer requests the Training Services to take place, however such dates shall not be confirmed until the Academy receives the completed and signed Booking form from the Customer and issues written acceptance of such completed Booking Form in accordance with clause 2.3.
3. Supply of Training Services
3.1 The Academy shall supply the Training Services to the Customer in accordance with the Contract in all material respects.
3.2 The Academy shall use all reasonable endeavours to provide the training on the training dates specified in Booking Form (“Training Dates”), but any such dates shall be estimates only and time shall not be of the essence for performance of the Training Services.
3.3 The Academy warrants to the Customer that the Training Services will be provided using reasonable care and skill.
3.4 The Academy may provide Courses in-person or remotely however the Customer acknowledges that certain Courses are not capable of being delivered remotely. Where the Academy is able to deliver a Course either remotely or in-person, the Booking Form shall give the Customer the express option for the method of delivery of the Course and the Customer shall be entitled to specify its preference in those circumstances. For in-person Courses, those shall be provided at the venue indicated in the Booking Form, or any other venue agreed in writing between the parties.
3.5 The Academy reserves the right to amend the Course Content if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Courses, and the Academy shall notify the Customer in any such event.
4. Customer’s Obligations
4.1 The Customer shall, at no cost to the Academy:
4.1.1 ensure that any information it provides in Booking Form are complete and accurate;
4.1.2 co-operate with the Academy in all matters relating to the Training Services;
4.1.3 provide the Academy with such information and materials as the Academy may reasonably require in order to supply the Training Services (including and not limited to all necessary site maps, safety notices, accident hot spots, safe operating procedures and risk assessments) and ensure that such information is complete and accurate in all material respects;
4.1.4 where relevant, prepare, at the Customer’s expense, the Customer’s premises for the supply of the Training Services;
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Training Services before the Training Dates, including and not limited to any insurance required for the Instructor to drive the Customer vehicles on the public highway;
4.1.6 where applicable, keep all materials, equipment, documents and other property of the Academy provided to the Customer for the purposes of the provision of the Training Services (“Academy Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Academy Materials in good condition until returned to the Academy, and not dispose of or use the Academy Materials other than in accordance with the Academy’s written instructions or authorisation;
4.1.7 provide where required any necessary induction training to the Instructor and Academy personnel;
4.1.8 comply with any and all applicable laws and regulations relating to the Training Services, including any applicable health and safety laws; and
4.1.9 comply with any additional obligations as set out in the Booking Form and/or agreed between the parties from time to time.
4.2 If the Academy’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer or Delegate to perform any relevant obligation (“Customer Default”):
4.2.1 without limiting or affecting any other right or remedy available to it, the Academy shall have the right to suspend performance of the Training Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Academy’s performance of any of its obligations;
4.2.2 the Academy shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Academy’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse the Academy on written demand for any costs or losses sustained or incurred by the Academy arising directly or indirectly from the Customer Default.
5.1 The Customer warrants that it shall provide the Academy with any information which may reasonably be required by the Academy in the organisation of the Courses, including, but not limited to, details in respect of the Delegate(s) and shall ensure that such information is complete and accurate in all material respects.
5.2 The Customer acknowledges and agrees that the Academy accepts Delegates based on information provided by the Customer. It is the responsibility of the Customer to ensure that the Delegates meet the prerequisites of the Courses on which they are booked, and that the Course Content meets Customer’s and/or the Delegates requirements. The Academy shall not be liable for any loss incurred by the Customer and/or Delegate if, upon the commencement of the Course, the Delegate is found not to meet the Course eligibility criteria and/or any relevant examining body requirements.
5.3 The Customer shall, as soon as possible inform the Academy in the event that it wishes to:
5.3.1 amend the Delegate details as set out in a Booking Form; or
5.3.2 transfer a booking to another Delegate;
5.4 Any requested Delegate Amendment shall not be completed until the Academy has informed the Customer in writing that such amendments have been confirmed. The Academy reserves the right, at its sole discretion, to charge the Customer an administration fee of £20 plus VAT for each and every Delegate Amendment.
5.5 The Customer shall ensure and shall procure that all Delegates observe and comply with any and all health and safety requirements and any applicable health and safety laws and regulations that apply to the Training Services and any activities forming part of the Training Services, including and not limited to the appropriate us of personal protective equipment.
5.6 The Academy reserves the right to refuse to allow any Delegate to participate or continue to participate in a Course without any liability to the Customer if such Delegate:
5.6.1 gives cause for concern that their continued participation may cause offence or injury to yourself or other participants;
5.6.2 do not arrive in time for the Course or any part of it;
5.6.3 is deemed by the Instructor (acting reasonably) to behave inappropriately;
5.6.4 is, in our reasonable opinion of the Instructor, under the influence of drugs and/or alcohol;
5.6.5 does not meet the minimum age requirement for the Course;
5.6.6 does not meet the course eligibility criteria or any examining body requirements;
5.6.7 does not comply with any health and safety and security requirements that apply to the premises on which the training is undertaken; and
5.6.8 does not comply with clause 5.5.
5.7 In the event that the Academy exercises its rights under clause 5.6, the Customer shall not be entitled to any refund of the Charges or Additional Expenses paid.
6.1 This clause shall apply to any cancellations requested by the Customer.
6.2 Bookings cancelled:
6.2.1 within 16-20 Business Days’ prior to the first day of the Training Dates are subject to a cancellation fee of 50% of the Charges and Additional Expenses paid;
6.2.2 with 8-15 Business Days’ notice prior to the first day of the Training Dates are subject to a cancellation fee of 80% of the Charges and Additional Expenses paid; and
6.2.3 with 7 Business Days or less prior to the first day of the Training Dates are subject to a cancellation fee of 100% of the Charges and Additional Expenses paid.
6.3 The Academy may (at its sole discretion) permit the Customer to postpone the Training Dates. The Customer shall not be entitled to postpone the scheduled Training Dates more than twice and any revised dates for the Course must be rescheduled within 6 months of the original Training Dates. If the parties fail to mutually agree a new date for the Training Services to take place within this 6 month period, the Academy shall not be liable to refund any sums paid in advance to the Customer. For the avoidance of doubt, the Academy shall not be responsible for any additional costs or expenses incurred by the Customer as a result of any rearrangements under this clause 6.3.
6.4 The Academy reserves the right to rearrange Training Dates, at its sole discretion, in the event that the Training Services cannot go ahead on the scheduled Training Dates due to Instructor illness or as a result of Covid-19. The Academy shall notify the Customer as soon as possible and shall seek to mutually agree a new date for such Training Services to take place. For the avoidance of doubt, the Academy shall not be responsible for any additional costs or expenses incurred by the Customer as a result of any rearrangements under this clause 6.4 and the Customer shall not be entitled to any refund of reimbursement of fees paid in advance.
7. Charges and Payment
7.1 The Charges for the Training Services shall be as set out in the Booking Form.
7.2 Unless otherwise stated in the Booking Form, all Charges are exclusive of lunch, accommodation, travelling expenses, course disbursements, hotel costs, subsistence and any associated expenses (“Additional Expenses”). Such Additional Expenses shall be set in the Booking Form. Mileage shall be charged at a rate of 45p per mile from and to the Instructor’s home address (or at the rate indicated by the Academy to the Customer from time to time).
7.3 The Academy shall invoice the Customer for the Charges and Additional Expenses upon receipt of the Customer’s signed and completed Booking Form. That Customer shall pay any invoices by, the earlier of, 30 days from the date of the invoice or the first day of the Training Dates (“Payment Due Date”).
7.4 The Customer shall pay the Charges and the Additional Expenses on or before the Payment Due Date in full and in cleared funds to a bank account nominated in writing by the Academy, and time for payment shall be of the essence of the Contract.
7.5 The Academy reserves the right to refuse delivery of the Training Services where payment of the Charges and/or Additional Expenses has not been received in full by the Payment Due Date. In the event that the Charges and Additional Expenses have not been paid in full by such date, the Academy reserves the right to cancel the Training Services and impose a 100% cancellation fee.
7.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Academy to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Academy, pay to the Academy such additional amounts in respect of VAT as are chargeable on the supply of the Training Services at the same time as payment is due for the supply of the Training Services.
7.7 If the Customer fails to make a payment due to the Academy under the Contract by the relevant due date, then, without limiting the Academy’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual Property Rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Training Services and any Training Materials (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Academy.
8.2 The Academy grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Training Materials for the purposes of receiving the Training Services.
8.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.
8.4 The Customer grants the Academy a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Academy for the term of the Contract for the purpose of providing the Training Services to the Customer (“Customer Materials”).
9. Data Protection
The parties shall comply with their data protection obligations under the Data Protection Laws and, to the extent either acts as Data Processor on behalf of the other, shall comply with the obligations set out in The Schedule.
10. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 The limits and exclusions in this clause reflect the insurance cover the Academy has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in this clause 10 shall limit the Customer’s payment obligations under the Contract.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.4.1 death or personal injury caused by negligence;
10.4.2 fraud or fraudulent misrepresentation; and
10.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.5 Subject to clause 10.4 (Liabilities which cannot legally be limited), the Academy’s total aggregate liability to the Customer:
10.5.1 for damage to Customer property caused by the negligence of its employees and agents in connection with this Contract shall not exceed the Charges paid or payable in the 12 months immediately preceding the event giving rise to the liability;
10.5.2 for loss arising from the Academy’s failure to comply with its data processing obligations under clause 9 shall not exceed the amount of the Charges and Additional Expenses; and
10.5.3 for all other loss or damage shall not exceed the amount of the Charges and Additional Expenses.
10.6 Subject clause 10.3 (No limitation of customer’s payment obligations) and clause 10.4 (Liabilities which cannot legally be limited), this clause 10.6 sets out the types of loss that are wholly excluded, namely, loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.
10.7 The Academy has given commitments as to compliance of the Training Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 Unless the Customer notifies the Academy that it intends to make a claim in respect of an event within the notice period, the Academy shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.9 This clause 10 shall survive termination of the Contract.
11.1 Unless terminated earlier in accordance with the terms of the Contract, The Contact shall automatically terminate upon the completion of all Training Services subject to the Order.
11.2 Without affecting any other right or remedy available to it, the Academy may terminate the Contract by giving the Customer 14 days written notice.
11.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.3.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.4 Without affecting any other right or remedy available to it, the Academy may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.4.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
11.4.2 there is a change of control of the Customer.
11.5 Without affecting any other right or remedy available to it, the Academy may suspend the supply of Training Services under the Contract or any other contract between the Customer and the Academy if:
11.5.1 the Customer fails to pay any amount due under the Contract on the due date for payment; and
11.5.2 the Academy reasonably believes that the Customer is about to become subject to any of the events listed in clause 11.3.2 to 11.3.4.
12. Consequences of Termination
12.1 On termination or expiry of the Contract:
12.1.1 the Customer shall immediately pay to the Academy all of the Academy’s outstanding unpaid invoices and interest and, in respect of any Training Services supplied but for which no invoice has been submitted, the Academy shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.1.2 the Customer shall return all of the Academy Materials still in its possession. If the Customer fails to do so, then the Academy may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Assignment and other dealings.
13.2.1 The Academy may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
13.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
13.3.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
13.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract 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 this agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or 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 fax to its main fax number or sent by email to the address expressly provided to the other party.
13.8.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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
(c) if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
13.8.3 This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
1. COMPLIANCE WITH DATA PROTECTION LAWS
1.1 The Parties shall each comply with their respective obligations under the Data Protection Laws.
1.2 Either Party may by at least two weeks’ written notice to the other Party propose any amendments to this Schedule which such Party reasonably considers necessary to address the requirements of applicable Data Protection Laws. If any Party gives such notice, the Parties shall promptly co-operate (and ensure that any affected sub-processors promptly co-operate) to ensure that appropriate amendments are made to address the requirements identified in the notice as soon as is reasonably practicable.
1.3 In the event of any changes of applicable Data Protection Laws or guidance by a supervisory authority or any specific instructions or orders by a supervisory authority in relation to this Schedule, the Parties shall promptly amend this Schedule as reasonably required and appropriate to ensure compliance with such changed legal requirements.
1.4 In this schedule the terms personal data, process(ed), processor and controller shall have the meanings set out in the Data Protection Laws.
2. DATA PROCESSING OBLIGATIONS
2.1 In respect of any Personal Data to be processed by a party acting as Processor pursuant to this Agreement for which the other party is Controller, the Processor shall:
2.1.1 process that personal data only to perform its obligations under this Agreement and on the documented instructions of the Controller and for no other purpose save to the limited extent required by UK law, provided that the Processor shall notify the Controller of that legal requirement, except where the law prohibits such information on important grounds of public interest;
2.1.2 provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk;
2.1.3 ensure that any sub-processor that is engaged to process such Personal Data by the Processor is subject to data protection obligations that are as stringent to those applicable to the Processor under this Schedule;
2.1.4 on termination of this Agreement, at the Controller’s option either return or destroy the personal data (including all copies of it) immediately and the Processor shall certify to the Controller that it has complied with these requirements, and such Personal Data shall remain confidential in perpetuity;
2.1.5 ensure that all persons authorised to access the personal data are subject to obligations of confidentiality and maintain records of all such authorised persons;
2.1.6 make available to the Controller all information necessary to demonstrate compliance with the obligations laid out in Article 28 of UK GDPR and this Schedule and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller; provided that, in respect of this provision the Processor shall immediately inform the Controller if, in its opinion, an instruction infringes Data Protection Laws;
2.1.7 taking into account the nature of the processing, provide assistance to the Controller, insofar as possible, in connection with the fulfilment of the Controller’s obligation to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the UK GDPR to the extent applicable;
2.1.8 provide the Controller with assistance in ensuring compliance with its obligations relating to security of processing, data breach notifications, communication of a personal data breaches to the data subject, data protection impact assessments, and prior consultation with supervisory authorities to the extent applicable to the Controller, taking into account the nature of the processing and the information available to the Processor; and
2.1.9 notify the Controller without undue delay (and in any event, within 48hours of becoming aware) of any actual Personal Data Breach of which the Data Processor becomes aware in respect of Personal Data that it processes on behalf of Controller.
2.2 The Controller hereby gives its general authorisation for the Processor to appoint sub-Processors under this Agreement, provided that the Processor shall notify the Controller of any additions or replacements to its sub-Processors, thereby giving the Controller opportunity to object. The Processor shall remain liable for its sub-Processors under this Agreement.
3. INTERNATIONAL DATA TRANSFERS
3.1In respect of any Personal Data to be processed by a party acting as Processor pursuant to this Agreement for which the other party is Controller, the Processor shall ensure that it only transfers Personal Data outside the UK where it is able to do so in compliance with the Data Protection Laws.
4. DETAILS OF PROCESSING ACTIVITIES
4.1 The following table sets out the details of processing as required by Article 28 of GDPR:
|Description of the categories of the data subjects.||Course DelegatesCustomer Employees|
|Description of the categories of Personal Data||The information will include some or all of the following; name, address, date of birth, email address, phone number, emergency contact information, employer name, employer email address, employer phone number, and a photograph for use in an ID card.Optionally, delegates may choose to complete surveys about Academy products or services.|
|The envisaged time limits for erasure of the different categories of Personal Data||The Academy will keep the course delegate data (training records) for a period of six years from attendance at a course. Data is securely destroyed at the 6 year point.|
|General description of technical and organisational security measures||All information kept by us is stored on our secure servers which are hosted in a ISO27001 certificated data centre in Manchester, UK and London, UK. All data resides behind a hosted, managed firewall. Staff access the data via a remote hosted environment (accessible only by password) behind the firewall via a secure SSL Gateway, which ensure encryption and privacy.Our IT & Communications policy prohibits the transfer of customer data to local/personal storage; except if approved by a Director, in which case it can only be stored on encrypted USB storage devices.Within the datacentre, our scalable data storage is provided in a RAID configuration, a distributed data configuration that provides redundancy and protects against data loss and error. Our standard file storage is backed up nightly and our main registration database is backed up incrementally.Elite’s servers are protected from data loss through a number of mechanisms, including firewalls, AES-256 perimeter encryption and intrusion prevention software. On September 29th 2021, we signed off on the introduction of Microsoft Azure to further improve vulnerability scanning and analysis of servers on which our data resides.Additionally, the data centre has physical access control in place e.g. biometrics, security patrols and onsite escort, etc.Our digital records system (iAuditor) stores data in the US and is ISO27001 certificated. Any data transferred is covered by standard contract clauses in place between the parties and is subject to a data transfer risk assessment. A copy of these clauses and assessment are available on request.|