1. Definitions and interpretation
In these terms and conditions the following expressions will have the following meanings unless inconsistent with the context:
Administration fee Any such reasonable fees as UCAS may specify from time to time for specified administration or account activity. Agreement The registration form and the terms and conditions set out in this document. Applicant An individual making an application via the UCAS admissions service to a higher education provider. Applicant data All applicant data accessed by the registered centre pursuant to the terms of this Agreement. Application An applicant’s application to a higher education provider via the UCAS admissions service. Business day Any day other than a Saturday, Sunday or a public or bank holiday in England. Charges The charges for the services (if applicable) as notified to the registered centre or users. Charges include any administration fees payable. Confidential information In relation to a party, all information, whether technical or commercial, disclosed in writing, electronically, on disc, orally or by inspection of documents or pursuant to discussions between the parties, and including information provided before the date of the agreement, where the information is (a) confidential in nature; (b) constitutes commercially sensitive information and/or trade secrets; (c) is identified as confidential at the time of disclosure; and/or (d) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. DPA The Data Protection Act 1998 and all applicable laws and regulations relating to processing of personal data and privacy, including, where applicable, any guidance and/or codes of practice issued by the Information Commissioner or relevant regulator, or government department, in relation to such legislation. FOIA The Freedom of Information Act 2000, together with any guidance and/or codes of practice issued by the Information Commissioner in relation to such legislation. Intellectual property rights All intellectual and industrial property rights, including patents, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions. Personal data Personal data means data that relates to a living individual from which they can be identified by the data or by other information in possession. Purpose Refers to using the UCAS systems to provide applicants with assistance and references for their UCAS application. References The references given or obtained for the applicant in relation to their UCAS application. Registered centre A school or adviser whose primary objective must be to provide advice and information to students about access and admission to higher education and related matters. Registration form UCAS registered centre agreement form. Services Access to UCAS admission systems and website, provided by UCAS to the registered centre. Suspension The temporary or permanent block placed by UCAS on some or all of the services the customer normally uses and ‘Suspend’ shall be construed accordingly. UCAS Universities and Colleges Admissions Service (registered number 2839815), a company limited by guarantee with registered office at Rosehill, New Barn Lane, Cheltenham, Gloucestershire, GL52 3LZ. User An individual who is permitted by the registered centre to use the services in accordance with the Agreement.
2. Provision of services
2.1 The Agreement shall be on the following terms and conditions for the registered centre to use UCAS services strictly for the Purpose.
2.2 As UCAS is continuously enhancing and evolving its services and adding new services, UCAS reserves the right to vary, update or replace these terms and conditions by giving as much notice as reasonably practicable to the registered centre. UCAS shall endeavour to give 30 days’ notice, however, some changes, such as those demanded by any regulator, may need to take immediate effect.
2.3 UCAS shall provide the registered centre with necessary sign-in details required by the registered centre to use the services.
3. Registered centres' obligations
3.1 The registered centre shall only access UCAS’ services for the Purpose and must not complete any part of an application or set security questions on behalf of applicants.
3.2 The registered centre shall not alter an applicant’s personal contact details to the registered centre’s contact details.
3.3 The registered centre shall not change the applicant’s application, including the applicant’s choice of course(s) or choice of institution(s) without express consent of the applicant.
3.4 The registered centre shall not delay the process of an application. The application will only be complete once a reference and payment has been submitted to UCAS for processing.
3.5 The registered centre shall provide a reference or obtain a reference from an appropriate third party, in accordance with the information for advisers and referees on the UCAS website.
3.6 The registered centre shall not alter or amend the reference provided by the applicant’s referee.
3.7 The registered centre shall maintain confidentiality of the applicant’s course and institution choice until such time as the applicant has themselves replied to all course offers.
3.8 The registered centre’s use of the UCAS website and Apply will be subject to the terms and conditions contained on the website and within Apply.
4. Intellectual property
4.1 UCAS authorises the registered centre to use the intellectual property rights of UCAS for the purposes only of exercising its rights and performing its obligations under the Agreement. The registered centre will have no other rights whatsoever in respect of the intellectual property rights of UCAS.
4.2 The registered centre shall not imply any special relationship with UCAS by advertising its organisation as ‘UCAS approved’ or by using any similar wording, or by claiming to be the official UCAS centre for a particular city or region.
4.3 The registered centre shall not reproduce the UCAS logo on their website, on any form of communication, or any other documentation, without the written consent of UCAS.
5.1 The registered centre warrants, represents and undertakes to UCAS that:
5.1.1 All information provided and communicated (whether in writing or otherwise) to UCAS by the registered centre in connection with the Agreement including the registration form shall be true, complete and accurate in all material respects and shall be updated from time to time to ensure it is current.
5.1.2 One of the registered centre’s primary objectives must be to provide advice and information to applicants about access and admission to higher education and related matters.
5.1.3 It has full right, power and authority to enter into the Agreement.
5.1.4 It is of sound financial standing and the registered centre is not aware of any circumstances that may adversely affect such financial standing in the future.
5.1.5 It has full right, power and authority to share the applicant data with UCAS.
6. Charges and payment
6.1 UCAS shall invoice the registered centre in respect of the charges together with all VAT due in accordance with the periods set out in the order form or otherwise notified to the registered centre. The registered centre shall pay each invoice submitted to it by UCAS within 30 days of the date of invoice.
6.2 UCAS may, in its absolute discretion, accept payment of charges by credit card. Any administration fee or charges incurred as a result of processing such payment (including, for the avoidance of doubt, any charges relating to rejected or declined payments) will be passed onto the registered centre and invoiced accordingly.
6.3 If the registered centre disputes any part of a UCAS invoice, the registered centre shall notify UCAS in writing of the dispute within 14 days of the date of such invoice. The registered centre shall pay the undisputed portion of the invoice in accordance with the terms of the Agreement and, in good faith, cooperate with UCAS to resolve the dispute.
7. Suspension of services
7.1 UCAS may suspend some or all of the services:
7.1.1 If UCAS has reasonable grounds to believe that the registered centre or a user has not complied with the Agreement. UCAS will notify the registered centre of such suspension and the reasons for it as soon as reasonably possible (and where reasonably practicable, will endeavour to give notice in advance of such suspension).
7.1.2 If the registered centre does not pay a charge when due and fails to remedy such non-payment within seven days of written notification from UCAS (save whether such charge is disputed in good faith). Such suspension shall remain in force until the registered centre has paid all amounts owed to UCAS.
7.1.3 If, in UCAS’ reasonable opinion, the registered centre no longer meets the access criteria.
7.1.4 If the provision of the services to the registered centre would or be likely to damage, or the acts or omissions of the registered centre have damaged, the goodwill or reputation of UCAS.
7.1.5 In respect of an individual user without notice if a complaint has been made against that user in relation to a suspected act or omission that constitutes a breach of the Agreement. UCAS will endeavour to notify the registered centre at the earliest opportunity of any such investigation or suspension. The complaint will be investigated and services will remain suspended until UCAS receives the results of that investigation.
7.2 Suspension shall not affect the registered centre's obligation to pay charges during any period of suspension. Except where expressly otherwise agreed, UCAS reserves the right to charge the registered centre a reasonable administration fee for reconnection and removal of any suspension.
7.3 UCAS reserves the right to suspend the services in whole or part where the registered centre has not accessed or used the service for a period of three years.
8. Termination for breach
8.1 Either party may terminate the Agreement (in whole or in part, including termination of any individual service) if the other party is in material or persistent breach of the Agreement, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied. If the breach is not remedied within 21 days of the date of the notice then the Agreement shall end on the expiry of the 21-day notice period. If the breach is not remediable, termination will take effect immediately.
8.2 If UCAS has reasonable grounds for believing that a User or the registered centre is in breach of any of clauses 3, 4, 11, 12 or 13 UCAS may immediately suspend the services under clause 7 and if the registered centre fails to correct such breach (if capable of remedy) within seven days of receiving notice of such breach, UCAS may immediately terminate the Agreement by written notice to the registered centre.
9. Termination for insolvency
9.1 Either party may terminate the Agreement in whole or in part immediately by notice in writing if the other party:
9.1.1 Ceases, threatens to, or suspends trading or carrying on business (other than temporarily by reason of a strike).
9.1.2 Suspends payment of its debts or is, or becomes, unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or commits any act of insolvency, or enters into a composition or voluntary arrangements with its creditors, or has a receiver or administrator appointed over the whole or any part of its business or assets, or has a creditor’s winding up petition advertised against it in the appropriate gazette, or passes a resolution to wind up (other than for the purposes of a solvent amalgamation or reconstruction), or is the subject of any action or procedure commenced in any jurisdiction that is similar to or analogous with any above-mentioned action or procedure.
10. Termination for convenience
Either party may terminate the Agreement in whole or in part by giving the other party no less than 30 days’ written notice, such notice to expire after a complete admissions cycle.
11.1 Except as otherwise expressly stated in the Agreement, the parties shall keep confidential all confidential information communicated in confidence or obtained as a result of the relationship under or leading to the Agreement.
11.2 Each party shall only use such confidential information for purposes related to the performance of the Agreement. This obligation of confidentiality shall survive termination of the Agreement for a period of six years. However, disclosure is permitted in the following circumstances:
11.2.1 By UCAS disclosing any confidential information to any company within its corporate group.
11.2.2 By reason of any law, regulatory requirement, court order or order of a competent statutory authority.
11.2.3 By UCAS to any debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider of any information relating to the registered centre’s performance in meeting its obligations under the Agreement.
11.2.4 By UCAS as may be permitted by UCAS’ DPA notification to the Information Commissioner’s Office (ICO) or pursuant to the DPA or an investigation by the Information Commissioner’s Office.
12. Freedom of Information Act
The parties acknowledge and agree that they may both be subject to the requirements of the FOIA and shall reasonably assist and cooperate with each other to comply with their respective disclosure obligations. However, the registered centre acknowledges that UCAS’ obligations to disclose information under FOIA are limited by its status and designation, and nothing in the Agreement shall compel UCAS to disclose any information that it would ordinarily be exempt from disclosing.
13. Data protection
13.1 Each party shall comply with their obligations under the DPA and ensure that personal data is used at all times in compliance with the DPA.
13.2 The registered centre indemnifies UCAS for all liabilities, costs, expenses, damages and losses (including direct losses, loss of profit, loss of reputation and all interest, penalties, legal and other reasonable professional costs and expenses suffered or incurred by UCAS) as a result of the breach of DPA obligations under this Agreement by the registered centre.
14. Data security
The registered centre and UCAS shall comply with their respective obligations in respect of data security as set out in the Agreement or otherwise notified to the registered centre.
15. Audit and records
UCAS may audit the registered centre’s performance of the Agreement at any time, including after performance of the registered centre’s obligations, but shall not do so more than once in each calendar year unless (i) required to conduct any additional audit for legal or regulatory reasons, or (ii) UCAS reasonably considers that one or more additional audits are necessary in any given year. The registered centre shall cooperate with UCAS and its appointed auditors. UCAS shall pay the fees of any third party auditor.
16.1 To the fullest extent permitted by law, UCAS shall not be liable for any claims, costs, penalties, loss (whether direct, indirect or consequential and whether economic or special loss of any nature), damages or expenses arising from the use or from the inability to use the services. UCAS does not accept liability from reliance on information or advice contained on the websites as part of the services.
16.2 UCAS does not guarantee that the service will continue, or operate without fault, interruption or error and offer no warranty as to availability.
16.3 Nothing in this Agreement shall exclude liability for death or personal injury directly caused by UCAS’ negligence, nor any other liability which cannot be excluded or limited under applicable law.
All notices, consents and approvals under this Agreement shall be given in writing and must be served by post or facsimile. All invoices and notices served by post will be sent to the address given by the registered centre unless UCAS is notified of a change to this address. They will be deemed served 48 hours after they are sent, or on earlier proof of delivery. For service of notices under the Agreement, the registered centre shall use UCAS’ address and its facsimile number 01242 544 932 (or such other address/facsimile numbers as may be notified by UCAS to the registered centre from time to time). Notices must be sent to both UCAS’ General Counsel and the registered centre’s UCAS relationship manager.
18. Dispute resolution
If any dispute arises between the parties with respect to any matter under the Agreement either party may request that the matter be referred for consultation between the parties at senior management level. If the dispute is not resolved through the consultation within 21 days, the parties will attempt in good faith to resolve the dispute through a procedure (such as mediation, conciliation or executive tribunal or other dispute resolution technique) recommended by the Centre for Effective Dispute Resolution or any equivalent replacement body. The costs and fees of any such procedure shall be borne equally by UCAS and the registered centre, unless otherwise determined within that dispute resolution procedure.
The failure to exercise or delay in exercising a right or remedy under the Agreement does not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise or waiver of any right or remedy under the Agreement shall prevent any further exercise of the right or remedy.
20. Force majeure
The parties will not be liable to one another to the extent that the other party is unable to perform an obligation or provide services because of any factor outside its control, including, but not limited to, changes in applicable law, acts of God, industrial action, default or failure of a third party, war, riot, terrorist act, governmental action, or by any act or decision made by a court of competent jurisdiction.
21. Exclusion of third party rights
The Agreement is intended and agreed to be solely for the benefit of the registered centre and UCAS and their permitted assignees. No third party shall acquire any benefit, claim or rights of any kind pursuant to, under, by or through the Agreement under the Contract (Rights of Third Parties) Act 1999.
The registered centre may not assign any of its rights under the Agreement without UCAS’ prior written consent (such consent not to be unreasonably withheld).
23. Whole agreement
23.1 The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all proposals and prior agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Services are supplied only on the terms and conditions of the Agreement and no provisions in any purchase order or other document submitted at any time by the registered centre will be of any effect.
23.2 Both parties acknowledge that they have not entered into the Agreement (or any part of it) in reliance on any warranties, representations, covenants and undertakings, except as expressly stated in the Agreement.
23.3 No term, condition or warranty will be implied into the Agreement by statute or otherwise, whether relating to fitness for purpose or otherwise, except to the extent that such implied provision may not be lawfully excluded by contract.
24. Dispute resolution
If any dispute arises between the parties with respect to any matter under the Agreement either party may request that the matter be referred for consultation between the parties at senior management level. If the dispute is not resolved through the consultation within 21 days, the parties will attempt, in good faith, to resolve the dispute through a procedure (such as mediation, conciliation or executive tribunal or other dispute resolution technique) recommended by the Centre for Effective Dispute Resolution or any equivalent replacement body. The costs and fees of any such procedure shall be borne equally by UCAS and the registered centre, unless otherwise determined within that dispute resolution procedure.
25. Law and jurisdiction
The Agreement is governed by and shall be construed in accordance with the laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.