Terms & Conditions

This Agreement sets out the terms and conditions which the customer – hereafter referred to as Customer or you and the provider - hereafter referred to as HFL or we will adhere to for the purchase of training via the HFL Education Hub.



These Terms shall apply to the purchase of Training through the Online Booking / Enrolment Process and the provision of the Training by HFL to the Customer (capitalised terms defined below).

These Terms apply solely to Customers acting in the course of their trade or business and not to consumers. For the avoidance of doubt, any employees of a Customer making a booking will do so in their professional capacity, on behalf of their employer.



2.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

"Charges" means the charges payable by the Customer for the Training on a per Delegate basis in accordance with clause 6 (Charges and payment);

"Contract" the contract between HFL and the Customer for the supply of Training in accordance with these Terms;

"Customer Data" means the data provided by the Customer for the purpose of facilitating the Training (excluding personal data);

"Customer" or "you" means any person, company, organisation, employee or employer who purchases the Training from HFL;

"Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018, (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

"Delegate" means an individual or representative scheduled by the Customer to attend the Training;

"HFL Hub" or "HFL Education Hub" the training platform provided HFL to enable the Customer (and Delegates, as applicable) to manage and attend Training;

"HFL" or "we" means Herts for Learning Ltd trading as HFL Education a company registered in England and Wales with company number 08419581 and registered address at Robertson House, Six Hills Way, Stevenage, Hertfordshire, England SG1 2FQ;

"Online Booking/Enrolment Process" means the process to purchase as set out in clause 3.1;

"Order" means the Customer's order for Training via the Online Booking/Enrolment Process;

"Terms" means these terms and conditions;

"Training Materials" means any materials or documents provided by HFL as part of the Training. including, but not limited to, digital and printed materials and documents;

"Training" means the training to be supplied by HFL to the Customer including, but not limited to, online and face-to-face live events and on-demand online training.

2.2 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2.3 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.

2.4 A reference to writing or written includes email.



3.1 The Customer may order Training via the Online Booking /Enrolment Process by either:

3.1.1 making a booking through the HFL Hub; or

3.1.2 emailing a request for HFL to book Training on the Customer's behalf. Requests should be emailed to training@hfleducation.org (or such other address as notified by HFL from time to time).

3.2 The Order constitutes an offer by the Customer to purchase Training in accordance with these Terms.

3.3 The Order shall only be deemed to be accepted when HFL issues acceptance of the Order at which point and on which date the Contract shall come into existence.

3.4 Any descriptive matter or advertising issued by HFL, and any descriptions contained in HFL’s catalogues, brochures, promotional materials or on the website, are issued or published for the sole purpose of giving an approximate idea of the Training described in them. They shall not form part of these Terms nor have any contractual force.

3.5 These Terms apply 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.



4.1 HFL shall supply the Training to the Customer in accordance with these Terms in all material respects but reserves the right to change the content of any Training or Training Materials at any time and without notice.

4.2 HFL reserves the right to change the mode of delivery of the Training at any time by providing the Customer with reasonable notice, for example, from in-person to online and vice versa. For the avoidance of doubt, any change to the mode of delivery of Training shall not constitute a material change to, or put HFL in breach of, the Contract or these Terms.

4.3 HFL shall use reasonable endeavours to meet any specified Training dates, but any such dates shall be anticipated dates only and may be subject to alteration.

4.4 HFL reserves the right to amend these Terms 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 Training, and HFL shall notify the Customer in any such event.

4.5 Notwithstanding the above sub-clauses, HFL reserves the right to cancel Training at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, HFL will offer, at its sole discretion) alternative dates or a full refund.

4.6 Live online events are intended for Delegates to attend at the given time. If the Delegate does not attend; the Training is not recorded; or the recording fails, no refund shall be authorised.

4.7 No refunds will be authorised for Delegates unable to access online Training which is not through any technical fault of HFL.



5.1 The Customer shall:

5.1.1 ensure that all relevant sections are completed accurately before submitting Order;

5.1.2 ensure that the Order is made in the name of the Delegate who will be attending or taking the Training and that the Training is made available to the named Delegate only;

5.1.3 for live online Training, ensure that no one else views the Training who is not a registered Delegate;

5.1.4 not share internally or with any third parties any live online Training links, recording links or Training Materials;

5.1.5 co-operate with HFL in all matters relating to the Training;

5.1.6 provide HFL, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by HFL in the organisation of the Training, including, but not limited to, details in respect of the Delegate(s) and ensure that such information is complete and accurate in all material respects;

5.1.7 where an on-demand online Training course is purchased, protect the personal log-in details and ensure all reasonable protections are used;

5.1.8 not share personal log-in details to any Training including any on-demand online course with anyone else; and

5.1.9 state any special or additional requirements at the time that the Order is made at which time HFL will confirm what arrangements, if any, it is able to make, to try and accommodate the relevant matter, without being obliged to make any such arrangements. HFL will make no special arrangements unless it confirms in writing that it will do so.

5.2 In the event of a breach of clause 5.1, and any further sub-clauses associated with it, HFL reserves the right to disable user accounts and recover any reasonable costs incurred by HFL, in accordance with clause 6.



6.1 Unless otherwise stated, the Charges for the Training shall be calculated on a per session per Delegate basis.

6.2 The Customer shall make payment either at the time of Order on the HFL Hub or by requesting an invoice. For invoice Customers, the Customer shall pay any invoice submitted by HFL within 30 calendar days of the date of the invoice, to a bank account provided on the invoice by HFL.

6.3 Failure by the Customer to pay any Charges when they fall will result in HFL:

6.3.1 withdrawing the Delegates' place on the Training;

6.3.2 ceasing to provide the Training;

6.3.3 withholding any certification due to the Delegate from the Training; and/or

6.3.4 disabling the Customer's account to prevent any further bookings.

6.4 Non-attendance of a free or funded face to face event will result in a charge of £15 per Delegate.

6.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay HFL any sum due under these Terms on the due date 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 will accrue each day at 4% a year above the Bank of England's base rate.

6.6 All sums payable to HFL under these Terms are:

6.6.1 exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

6.6.2. 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).

6.7 For residential events HFL has implemented a 'billback' arrangement to enable organisations attending a HFL conference to reclaim the VAT on their hotel accommodation (bed and breakfast).

6.7.1. As such the Customer will only be able to pay for these events via invoice.

6.7.2. Following a residential event, the amount will be detailed as a separate line on the invoice and the original VAT invoice is available upon request. Please contact hfl.finance@hertsforlearning.co.uk to request a copy.

6.7.3. The procedure has been agreed with HMRC as per the Revenue and Customs Brief 21/10/2014.

6.8 HFL shall be entitled to increase the prices annually.



7.1 All notification of cancellations for bookings must be communicated to HFL via the Bookings area of 'My Dashboard' on the HFL Education Hub or via email to: training@hfleducation.org.

7.2 The following cancellation charges will apply in the event of cancellation;

Days cancelled prior to event

Cost payable to HFL by Customer

30 working days or more

NIL cost

29 to 16 working days

50% of training fee

15 working days or less

100% of training fee

Cancellation due to an Ofsted visit

NIL cost

Non-attendance of chargeable events

100% of training fee

Non-attendance of free to attend digital events

NIL cost

Non-attendance of free to attend, face to face events and eLearning

£15 per delegate


7.3 Cancellation charges will not apply if the Delegate's place is changed for another Delegate from the same Customer. Customers must substitute the place on the HFL Hub or notify HFL via email to: training@hfleducation.org of the intended change at least 48 hours prior to the start of the Training.

7.4 For Training hosted by HFL on the HFL Hub on behalf of other companies or organisations the cancellation charges shall apply as above.

7.5 If a refund is approved by HFL, it will be made through the original mode of payment only.

7.6 Any accommodation booked on behalf of the delegate(s) for overnight purposes are subject to the venue cancellation policy and therefore a charge maybe incurred outside of the standard T&Cs.



8.1 All intellectual property rights in or arising out of or in connection with the Training, including any associated Training Materials shall be owned by HFL.

8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Training Material without the prior written consent of HFL.

8.3 The Customer shall own all right, title and interest in and to all of the Customer Data.

8.4 The Customer grants HFL an irrevocable, unlimited and royalty-free licence to use the Customer Data provided to HFL for the purposes of providing the Training.



9.1 The following definitions will apply in this clause 9:

Agreed Purposes: the performance by each party of its obligations under these Terms and the purchase of and provision of the Training that forms the subject of these Terms.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: shall have the meanings given in the Data Protection Legislation.

Permitted Recipients: HFL, the Customer, the employees of each party and any third parties engaged to perform obligations in connection with these Terms.

Shared Personal Data: the personal data to be shared between the parties under clause 9.2 of these Terms. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

a) the names of Delegates, prospective Delegates and employees of the Customer and HFL; and

b) the contact information (e.g. email addresses and telephone numbers) of Delegates, prospective Delegates and employees of the Customer and HFL.


9.2 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.


9.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate these Terms with immediate effect.


9.4 Particular obligations relating to data sharing. Each party shall:

9.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

9.4.2 give full information to any data subject whose personal data may be processed under these Terms of the nature of such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

9.4.3 process the Shared Personal Data only for the Agreed Purposes;

9.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

9.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Terms;

9.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

9.4.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.


9.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

9.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

9.5.2 promptly inform the other party about the receipt of any data subject rights request;

9.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;

9.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

9.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

9.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

9.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the Shared Personal Data;

9.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

9.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and

9.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.


9.6 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of HFL under this clause shall be subject to the limits set out in clause 10.2.2.


9.7 If the Customer has opted in to receive marketing information from us, we may send the Customer emails about offers and services. The Customer has the option to opt out of these emails by managing the subscription preferences. Please note that opting in to receive marketing information is separate from these Terms.



10.1 Nothing in these Terms limits any liability which cannot legally be limited, including, but not limited to, liability for:

10.1.1 death or personal injury caused by negligence;

10.1.2 fraud or fraudulent misrepresentation; and

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2 Subject to clause 10.1:

10.2.1 HFL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;

10.2.2 HFL’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these Terms shall be limited to the total Charges paid by the Customer for the particular Training event which the claim relates to.

10.2.3 Unless the Customer notifies HFL that it intends to make a claim in respect of an event within the notice period, HFL 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 its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Term.

10.4 This clause 10 shall survive termination of these Terms.



11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under these Terms. A party's confidential information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of these Terms.

11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.4 The Customer acknowledges that its information may be used by HFL on an anonymous basis without limitation including compiling and publishing reports.

11.5 The above provisions of this clause 11 shall survive termination of these Terms, however arising.



12.1 Without affecting any other right or remedy available to it, either party to these Terms may terminate it with immediate effect by giving written notice to the other party if:

12.1.1 the other party commits a material breach of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;

12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its 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 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;

12.1.3 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

12.1.4 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 these Terms has been placed in jeopardy.

12.2 Without affecting any other right or remedy available to it, HFL may terminate these Terms with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these Terms on the due date for payment



13.1 On termination of these Terms:

13.1.1 The Customer shall return any of the Training Materials which have not been fully paid for;

13.1.2 any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms shall remain in full force and effect; and

13.1.3 The Customer shall immediately pay to HFL all of the sums owed to HFL due on or before the date of termination. In respect of any Training or Training Materials supplied but for which no invoice has been submitted, HFL shall submit an invoice, which shall be payable by the Customer immediately on receipt.

13.2 Termination of these Terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.



HFL shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of HFL or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.



Subject to clause 4, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).



No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.



If any provision or part-provision of these Terms 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 these Terms.



18.1 These Terms, together with any Contract, shall constitute 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.

18.2 Each party acknowledges that in entering into this Agreement 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 these Terms or the Contract.



19.1 The Customer shall not, without the prior written consent of HFL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms, such consent may be withheld in HFL’s sole discretion.

19.2 HFL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.



Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.



22.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes.

22.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).



These Terms 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.



Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

Last modified: Wednesday, 14 June 2023, 11:53 AM