Terms and Conditions

While there are parts of this site that are available for public access, the main part of the Transforming Learning service requires an institutional licence to use. If you have been provided with a password and username by your employer, this means that your employer has signed a licence agreement covering Terms and Conditions of use.
 
Any time you log into Transforming Learning using your username and password you, too are bound by these terms and conditions and your employer is responsible for your conduct.
 
A copy of the Terms and Conditions is included below for your reference:
 
TRANSFORMING LEARNING
THE HAY GROUP MANAGEMENT LIMITED
TERMS AND CONDITIONS FOR SUBSCRIPTION
TRANSFORMING LEARNING INTERACTIVE WEBSITE
BY SIGNING AN ORDER FORM OR REGISTRATION FORM OR BY ACCESSING THE TRANSFORMING LEARNING SERVICE THE SUBSCRIBER IS ACCEPTING AND WILL BE BOUND BY THE CURRENT TERMS AND CONDITIONS WHICH MAY BE UPDATED FROM TIME TO TIME.
 
NOTE THE LIMITATIONS ON LIABILITY IN CLAUSES 6 AND 7. 
 
1.         DEFINITIONS
            “Data Provider” means anyone requested by the User or School Subscriber to provide information about a User (for example children in the User’s class, colleagues, headteacher, governor, etc) as notified to the Hay Group in writing via the Website by the User or School Subscriber;
“Equipment” means equipment and telecommunications services, whether existing at the time of subscription or not, which enables the Subscriber or its User(s)/Data Providers to access and use the Service.  
            “Hay Group” means The Hay Group Management Limited (763575) of 33 Grosvenor Place, London SW1X 7HG through its Transforming Learning Division.
            “Intellectual Property Rights” means any copyright, patent, registered design, unregistered design right, trade mark or other industrial or intellectual property rights.
“Invoice Date” means the date on which an invoice is issued by the Hay Group to the Payee Subscriber and is determined by the date shown at the top of the invoice and not by the date of sending or receipt by the Payee Subscriber.  
            “LEA Subscriber” means a Local Education Authority or other body or undertaking subscribing for the Service on behalf of a number of School Subscribers as listed in the Order Form.
            “Materials” means materials, questionnaires, plans, classroom climate, advice, training, data or other information in any format (whether text, imagery, graphical representation or otherwise), whether existing at the time of registration or not, which are communicated or transmitted to the Subscriber and/or its User(s) on the Website or otherwise as part of the Service.
            “Order Form” means the Payee Subscriber’s offer to the Hay Group to purchase the Services in the form provided by the Hay Group, inter alia, including the name and pupil numbers of the/each School Subscriber applying for the Services and the Charges.
            “Payee Subscriber” the Subscriber responsible for paying the Hay Group for the Services.
            “Registration Form” means a form provided by the Hay Group to be signed by each School Subscriber including, inter alia, numbers of Users and the School Subscriber’s acceptance of these terms and conditions (as updated from time to time).
            “School Subscriber” means a person or body (for example, a school) to be provided with the Service for use by itself (ie, its governors, headteachers and staff) whether to be paid for by another body or by itself.
            “Service” means the provision of the Materials that form part of the Transforming Learning service from time to time.
“Subscriber” means School and/or LEA Subscriber.
“Subscription Period” means the period of twelve (12) months (or such other period specified in the Order Form) from the Subscription Start Date or the anniversary or subsequent anniversaries thereof.
“Subscription Start Date” means the date on which the Hay Group receives and accepts the Order Form from the Subscriber or, if later, 1st January 2001.
“User” is any person(s) or body/bodies authorised by the Subscriber to use the Service, such person(s) or body being those named in the Order Form, Registration Form or subsequently agreed between the Hay Group and the Subscriber.
“Website” means the Transforming Learning interactive website [www.transforminglearning.co.uk] or such other address as notified to the Subscriber for the provision of the Services.
 
2.         DURATION AND TERMINATION
2.1       The Subscription Period shall commence on the Subscription Start Date and for successive periods of twelve (12) months from the anniversary or subsequent anniversaries of the expiry of the Subscription Period unless and until, subject to any earlier termination under clause 2.5, terminated by the Hay Group or the Payee Subscriber by no less than thirty days’ written notice to the other prior to the expiry of the relevant Subscription Period. 
2.2       On acceptance of an Order Form from a LEA Subscriber the Hay Group will issue to the School Subscribers named in the Order Form a Registration Form and the LEA Subscriber shall procure that the same is signed and promptly returned to the Hay Group by each School Subscriber.
2.3       If there is no LEA Subscriber School Subscribers shall sign and return a Registration Form and Order Form.
2.4       The LEA Subscriber warrants that the information provided in the Order Form is complete and accurate.  The School Subscribers each severally warrant that the information provided in its Order and/or Registration Form is complete and accurate.
2.5       The Hay Group may suspend or terminate access of a School Subscriber and its Users or Data Providers to the Service without notice if: 
            2.5.1    Any fees, charges or other payment due are unpaid for more than fourteen days after becoming due from that School Subscriber or on its behalf;
            2.5.2    The School Subscriber and/or its User(s) or Data Providers commit(s) a breach or default of any term and fails to remedy it promptly on receiving notice of it;
            2.5.3    The School Subscriber ceases business  as a school or other educational body (whether by LEA discontinuance, withdrawal of registration or other withdrawal of approval or authority to act) or enters into liquidation or any arrangement or composition with its creditors or if a receiver or administrator or administrative receiver is appointed against any of its assets or business. 
2.6       Expiry or termination of the Service shall be without prejudice to any accrued rights and obligations. 
 
3.         PROVISION OF AND ACCESS TO THE SERVICE
3.1       Subject to these Terms and Conditions, the Hay Group shall provide the Subscriber and its User(s) with the Service for the Subscription Period. 
3.2       The Hay Group shall allocate to the User(s) and Data Providers respective access rights, user names, passwords and other identifiers as it thinks fit and may alter these from time to time upon reasonable notice being given to the School Subscriber. 
3.3       The School Subscriber and its Users and Data Providers are responsible for the security and proper use of all user names and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure:-
3.3.1    That they are kept confidential, secure, used properly and not disclosed to each other or unauthorised people;
3.3.2    Each of the Subscribers, Users and Data Providers use only the user name and passwords given to them respectively and do not misuse any user names or passwords so as to gain more access than that to which they are entitled.
3.4       The School Subscriber must immediately inform the Hay Group if there is any reason to believe that a user name or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
3.5       The Subscriber and/or its User(s)/Data Providers must not change or attempt to change a user name or alias other than as instructed by the Hay Group.  If a User/Data Provider forgets or loses a password or user name the relevant User or Data Provider must contact the Hay Group and satisfy such security checks as the Hay Group may operate.
3.6       The Subscriber must immediately inform the Hay Group of any changes to the information supplied by it when registering for the Service.
3.7       Any password is issued for the authorised use of the Subscriber or its User(s) only and is not transferable, and shall be kept strictly confidential. The School Subscriber shall:
            3.7.1     Notify the Hay Group of any changes relating to its User(s) immediately. Liability arising from breach of this clause shall continue until such notification has been received by the Hay Group;
            3.7.2     Indemnify the Hay Group against any unauthorised use, in breach of these Terms and Conditions, of such password(s) including its use by a third party where the School Subscriber or its User(s)/Data Providers have allowed or facilitated access to any Materials, Third Party Materials or other data.
 
4.         COPYRIGHT AND PERMITTED USE
4.1       The copyright in the Materials is and remains the property of the Hay Group and its licensors. Save where expressly permitted by these Terms and Conditions, the Materials may not be used, copied, distributed, sold, reproduced, licensed or dealt with in whole or in part. All use of the Hay Group data shall be accredited with the Hay Group’s moral rights. 
4.2       All trade marks (whether registered or unregistered) included within the Service, expressly including Hay McBer, Transforming Learning are the property of the Hay Group or the Hay Group’s licensors. The Hay Group reserves all rights in its Trade Marks.
4.3       Each User may to the extent it is permitted access to the Service:-
4.3.1    Search, view, copy and print out Materials for his/her own professional development and use;
4.3.2     Access the Materials whilst away from his/her main place of work.
4.4       Each Subscriber may provide training to its staff, advisers and governors prepared and given by the User or authorised agent of the Hay Group based on the Materials and/or outcomes from the Service.  Any other training or other services based on the Materials and/or Services using the Hay Group’s Intellectual Property Rights shall require the Hay Group’s written consent, at its discretion.
4.5       The Subscriber and/or Users must not (unless permitted by these terms):-
4.5.1    Assign, sub-licence or otherwise dispose of its rights under these Terms;
4.5.2    Make print outs or copies available to anyone else;
4.5.3    Alter, adapt, merge, translate or modify any part of the Materials;
4.5.4    Remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Materials; 
4.5.5    Use the Service fraudulently or unlawfully;
4.5.6    Send any information or material which is a breach of confidence, copyright, privacy or any other rights;
            4.5.7    Transmit knowingly or recklessly any electronic material (including viruses) through the Service which does or may cause detriment or harm to the Hay Group’s computer systems;
            4.5.8    Disclose its password to anyone else and must take all reasonable steps to ensure that no-one else uses the Materials in the User(s) name.
4.6       The Subscriber and each User acknowledges that all Intellectual Property Rights in the Materials and the Service belongs to, or is licensed to, the Hay Group.
4.7       The Subscriber and its User(s)/Data Providers will keep in confidence the Materials or any information provided to it by the Hay Group under this contract and will not disclose that information to any person.
4.8       The Hay Group will keep in confidence any information provided to it by the Subscriber, Users or Data Providers when registering for the Service or otherwise under this Contract and will not disclose that information to any person (other than its employees, contractors, or professional advisers, or the employee or contractors of a Hay Group company who need to know the information) without the relevant Subscribers or User’s consent.
4.9       The Hay Group will give confidentiality undertakings to Users and/or Data Providers in respect of personal information provided by them in the use of the Services and will comply with the provisions of the Data Protection Act 1998 (as amended from time to time) in respect thereof.  In addition to its obligations under clause 4.8 the Hay Group will not disclose to the Subscriber any information in breach of such undertakings.
4.10      Clauses 4.7 to 4.9 will not apply to:-  
4.10.1   Any information which has been published other than through a breach of this contract;
            4.10.2   Information lawfully in the possession of the recipient before the disclosure under this contract took place;
            4.10.3   Information obtained from a third party who is free to disclose it;
            4.10.4.  Information, reports or advice about a User disclosed at the request of and as instructed by that User or otherwise with the User’s consent;
            4.10.5   Information which a party is requested to disclose and if it did not could be required by law to do so; or
            4.10.6   Information which has been reduced by the Hay Group to anonymous, non personal form before disclosure, for example for research purposes or as management data to Local Education Authorities.
4.11     Clauses 4.7 to 4.9 will remain in effect for 2 years after the termination of this contract.
 
5.         CHARGES
5.1       The Payee Subscriber shall pay the charges for the provision of the Service as stated on the Order Form, as altered from time to time by the Hay Group for Subscription Periods after the first Subscription Period.
5.2       All charges are payable from the Subscription Start Date.  Subscription charges are invoiced and payable annually in advance.  Where the Subscription Period is longer than one year the agreed annual charges will be invoiced on the Subscription Start Date and anniversaries thereof as set out in the Order form.  Time for payment of any charges shall be of the essence.
5.3       The Hay Group is not responsible for Internet connection charges and utility charges or related costs.
5.4       All invoices for the Service are payable by the Payee Subscriber within thirty (30) days of the Invoice Date. If the Payee Subscriber fails to pay any charges when due then the Hay Group shall be entitled at its discretion to charge interest on all outstanding amounts due at a rate of four per cent above Bank of Scotland plc base rate calculated on a daily basis.
5.5       All charges are exclusive of Value Added Tax, which will be added to the Subscriber’s bill.
 
6.         WARRANTIES AND EXCLUSION OF LIABILITY
6.1       The Hay Group will provide the Service with reasonable skill and care.
6.2       The Hay Group warrants that the Subscriber and/or Users will not infringe any third party rights by using the Service on these Terms and Conditions.
6.3       The Hay Group will take reasonable steps to ensure that the Materials are

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