2.1.    This Agreement sets out the terms and conditions under which the Supplier shall provide the Services to the Client.  

2.2.    Purpose & onboarding: Prior to service commencement HFL may conduct onboarding and/or a system review. If onboarding identifies additional devices/users or mandatory security/backup requirements, Fees and scope will be adjusted via the Change Control process.

2.3.    Managed Support principles: HFL will provide services designed to promote a secure, reliable IT environment, including patching, preventative maintenance, monitoring and advisory, aligned to Good Industry Practice and HFL’s minimum security standards (Appendix B).

2.4.    Service Desk: Requests may be raised via the HFL Support App, email or phone (see Appendix A). Remote resolution is used wherever practical; onsite escalation is arranged when required.

2.5.    Service updates: HFL may update systems, tooling or processes provided this does not materially reduce service quality. Where material changes are required, HFL will provide prior notice.

2.6.    Legacy issues: HFL is not responsible for issues predating the Commencement Date or for undocumented/unsupported environments unless expressly agreed and priced. 

The Supplier will provide Managed Services per the Proposal and agreed Service Levels. The Client remains responsible for its use and must not transmit unlawful or harmful material. The Supplier may update systems without reducing service quality and will remedy any breach promptly. The Supplier is not responsible for legacy issues predating the Commencement Date.

Responsibilities of Supplier

3.1.    Standard of care: Perform the Services with reasonable skill and care, consistent with Good Industry Practice.

3.2.    Resources: Use appropriately skilled staff and reputable subcontractors (HFL remains responsible for subcontracted work).  

3.3.    Compliance: Comply with applicable laws and any Client site rules reasonably notified in advance.

3.4.    Account management: Provide reasonable account reviews and a single point of contact.

3.5.    Notice: Inform the Client of any material inability to perform; use reasonable endeavours to mitigate.  

3.6.    Exclusions (unless expressly included in the Proposal):

    (a) Services outside Normal Business Hours;

    (b) Training;

    (c) Remediation where the Client has not implemented HFL’s recommended updates or mandatory security controls;

    (d) Remediation necessitated by third‑party vendor defect, unsupported hardware/software, or Client’s non‑standard configurations.  

Responsibilities of Client

3.7.    Access & cooperation: Provide remote access, admin rights and necessary information/resources; ensure safe and suitable working conditions onsite during Normal Business Hours.

3.8.    Licences & compliance: Maintain necessary third‑party licences and comply with applicable laws and policies (including safeguarding and data protection).

3.9.    Security baseline: Implement and maintain the minimum security controls set out in Appendix B (and any mandatory controls identified during onboarding). Failure to implement/maintain these controls pauses SLA targets and may incur additional remediation charges.

3.10.    Change control: Notify HFL of planned changes that may affect the Services; unapproved changes may be excluded from SLA coverage.

3.11.    Fair use & conduct: Ensure reasonable use of the Service Desk and courteous engagement.

3.12.    Delays: If the Client cancels or delays scheduled work without reasonable notice, HFL may charge abortive costs and re‑booking fees per the Proposal. 

4.1.    The Fees will be as set out on the Order Schedule. Unless the Fees are set out as being fixed fees, the Fees will be calculated on the estimated hours, based on HFL’s then current hourly rates, for its personnel to perform the Services, together with the costs of any ancillary goods or equipment, and may be amended from time to time on notice to the Client in response to:

    (a) HFL’s estimate being incorrect due to incomplete, inaccurate or incorrect information provided by the Client;

    (b) increases in the amounts charged to HFL by its suppliers; or

    (c) the Client’s request for further or additional Goods and/or Services.

4.2.    Unless otherwise agreed and set out in the Order Schedule, invoices for the Fees incurred in the provision of Services or Goods in a particular month will be issued at the end of that month and will be payable by direct debit or BACS transfer, without set-off or withholding of any kind. The Client will process the payment of all invoices due within 30 days of the date of the relevant invoice.

4.3.    Invoices will state the Fees due in a month, together with:

    (a) any ad hoc costs incurred by HFL in the provision of the Goods and/or the Services that have not yet been charged to the Client (such ad hoc costs will be calculated by reference to the HFL’s then-current price list);

    (b) any expenses incurred by HFL in connection with the provision of the Goods and/ or the Services that have not yet been charged to the Client including travelling expenses, hotel costs, subsistence and other expenses; and

    (c) VAT (if applicable) at the applicable rate, and any other taxes or duties levied on the Goods and/or the Services and/or their provision by HFL during the invoice period.

4.4.    Should the Client fail to settle any invoice within 30 days of its issue, HFL may, without prejudice to any other rights, take any of the following action:

    (a) charge interest on the overdue amount up to the maximum statutory rate of interest for commercial debts applicable at that time;

    (b) cease providing, suspend, or remove from the Client’s premises the Goods and/or the Services, SLA obligations pause during suspension for nonpayment; 

    (c) terminate the Contract. 

5.1.    Mutual Warranties 
Each party warrants that it has full capacity and authority to enter into and perform this Agreement and that it has obtained all necessary licences, consents, and permissions to fulfil its obligations. 

5.2.    Supplier Warranties 
HFL warrants that it will provide the Services with reasonable skill, care, and diligence and will comply with applicable laws. Except as expressly stated in this Agreement, all other warranties whether statutory, implied, or arising from trade practice are excluded. Services are provided “as is,” and HFL does not warrant that they will be uninterrupted, error-free, or fit for any particular purpose.

5.3.    Goods Disclaimer 
Goods supplied by HFL are not manufactured by HFL. HFL gives no warranty that Goods will be of satisfactory quality, fit for purpose, or compatible with third-party systems. Where Goods carry a manufacturer’s warranty, HFL’s sole obligation is to use reasonable endeavours to seek redress under that warranty. HFL’s liability for defective Goods is limited to any amount or replacement parts recovered under the manufacturer’s warranty.

5.4.    Client Information 
HFL is not responsible for verifying the accuracy or completeness of information provided by the Client. The Client indemnifies HFL against any loss arising from processing inaccurate or incomplete information supplied by the Client.

5.5.    Liability Cap and Exclusions 
Except as set out in clause 5.6 below, HFL’s aggregate liability in any rolling 12‑month period (whether in contract, tort, negligence or otherwise) shall not exceed the total Fees paid (or payable) by the Client in that same 12‑month period. If Services have been provided for less than 12 months, the cap is the Fees paid/to be paid for that shorter period.

5.6.    HFL will not be liable for any indirect or consequential loss, including loss of: 
    (a) profits or revenues; 
    (b) data or information systems; 
    (c) contracts or business opportunities; 
    (d) anticipated savings; or 
    (e) goodwill or reputation.

Additional exclusions or limitations for specific Services may be set out in the Service Literature.

5.7.    Non-Excludable Liability 
Nothing in this Agreement limits or excludes liability for: 
    (a) death or personal injury caused by negligence; 
    (b) fraud or fraudulent misrepresentation; or 
    (c) any other liability that cannot be excluded by law.

5.8.    Force Majeure 
Neither party will be liable for failure to perform obligations due to events beyond reasonable control, provided reasonable steps are taken to mitigate the effects. 

6.1.    For the purposes of this clause 6, “Confidential Information” means all information which is by its nature confidential, in whatever form and whether or not it is specified to be confidential, any includes all know-how, trade secrets, technical and other data, market information, financial information and commercial or business strategies, but excludes: 

    (a) information which, at the time of receipt, is already in the public domain; 

    (b) information that becomes generally known to the public after disclosure through no act or omission of either HFL or the Client; 

    (c) information which was already known by the party receiving it prior to disclosure through no breach of a duty of confidentiality; or 

    (d) information for which permission to disclose has been given.

6.2.    If either party to this Contract (Disclosing Party) makes Confidential Information available to the other party to this Contract (Receiving Party), the Receiving Party will maintain the confidentiality of such information and will not disclose it to any third party.

6.3.    If required to make a disclosure by law, regulation or order, request or direction of a court of competent jurisdiction or of a governmental body (including, without limitation, the Department of Education and any local council or authority), the Receiving Party will immediately notify the Disclosing Party in writing of any request or requirement for disclosure and of all relevant surrounding circumstances. If the Receiving Party is unable so to notify the Disclosing Party before such disclosure is required, it will notify the Disclosing Party immediately after the disclosure has been made. The Receiving Party will use reasonable endeavours to resist any requirement for disclosure and to assist the Disclosing Party in resisting the requirement for disclosure and to maintain the confidentiality of the Confidential Information.

6.4.    All Confidential Information disclosed in connection with the Contract will be provided “as is” with no warranty or representation as to its accuracy or completeness, which will be the Receiving Party’s obligation to ensure.

6.5.    The Confidential Information remains the property of the Disclosing Party in each case and the Receiving Party will gain no rights in or to the Confidential Information disclosed to it.

6.6.    At the end of this Contract, both HFL and the Client will return or securely destroy the Confidential Information of the other still remaining in its possession or control.

6.7.    The Client acknowledges that HFL may be in possession of the Confidential Information of a competitor and so warrants that it will not request of HfL, its employees or subcontractors, the divulging of such Confidential Information, and that it will use its best endeavours to avoid any HFL employee or subcontractor having a conflict of interest when providing the Services to the Client. 

7.1.    Should the Client require additional Goods and/or Services from time to time during the Contract, it will submit a request to HFL for the same (Change Notice)

7.2.    On receipt of a Change Notice, HFL will make such assessments as it considers necessary in order to evaluate the suitability of the Client to receive the additional Goods and/or Services requested in the Change Notice. The Client warrants and represents that it will answer any requests for information made by HFL promptly and that such answers will be accurate and complete.

7.3.    If HFL considers that the Client is suitable to receive the requested additional Goods and/or Services, it will inform the Client of the estimated increase in the Fees and any other consequential amendments to the Contract required by the provision of the additional Goods and/or Services. If the Client agrees to such increase, it will inform HFL by submitting a notice (Acceptance Notice) in such form as HfL requires.

7.4.    On receipt of the Acceptance Notice, the Contract will be deemed amended to include the additional Goods and/or Services, the increase in the Fee and any other consequential amendments. 

8.1.    The relevant Proposal shall specify the Deliverables that are to be subject to Acceptance confirmation.

8.2.    In relation to any Acceptance:

    (a) the Client shall have a reasonable period of time, up to five Business Days unless otherwise specified in the Proposal, from the Supplier’s delivery of each Deliverable under the relevant Proposal (the “Acceptance Period”) to confirm that such Deliverable conforms to their acceptance criteria. If the Client determines that a Deliverable does not conform to their Acceptance Criteria, the Client shall by the last day of the Acceptance Period provide to the Supplier an Issues List of the non-conformities to the Acceptance Criteria;

    (b) the Client shall use best efforts to correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance and shall notify the Supplier within the Acceptance Period (as defined in Clause 8.2 (a)) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Client has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under these Conditions such Deliverable, shall be deemed accepted as if the Client had issued a written acceptance thereof. Once the Deliverable has been accepted by the Client and payment has been settled in accordance with Clause 4, the Deliverable shall become the property of the Client. For the avoidance of doubt, should any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to the Supplier during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 8.2 (c) below.

    (c) If there are any non-conformities within any Deliverable, which have been highlighted by Client or the Supplier during the Acceptance Period and whereby the Deliverable has not been accepted by the Client for this reason and such non-conformity is a directly attributable act or omission on the part of the Supplier (and not subject to a Change Order (as defined in Clause 7 or attributable to the Client’s acts or omissions including inadequate Acceptance Testing) the Supplier shall (without prejudice to the Client’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified.

    (d) If any non-conformity cannot be remedied by the Supplier due to an error, defect or fault which the Supplier is able to demonstrate to the reasonable satisfaction of the Client to be outside the Supplier’s control and which has disabled the Supplier’s ability to remedy such non-conformity, then the Supplier reserves the right to terminate work on that specific Deliverable. Supplier agrees not to charge Client, any amounts paid or payable by Client to Supplier which specifically relate to the non-conforming Deliverable which cannot be remedied.  

9.1.    The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clauses 9.2 or 9.3, for the initial term as specified in the proposal document. The term of the Contract shall automatically extend at the end of the Initial Term for a period of one (1) years (Extended Term) and thereafter on the anniversary of each Extended Term, unless either party gives written notice to the other party, not later than three (3) calendar months before the end of the Initial Term or Extended Term, to terminate the Contract.

9.2.    If the Client shall fail to pay any payment to HFL on the due date or becomes subject to any of the circumstances detailed below then HFL may treat all sums due or to become due on any delivery as immediately payable and/or at its absolute discretion suspend or cancel further work or require payment in advance therefor or treat the Contract as repudiated by the Client but without prejudice to any other rights of HfL Education.

    (a) The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

    (b) (being an individual) the Client is the subject of a bankruptcy petition or order ;

    (c) creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within14 days;

    (d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client;

    (e) (being a company) a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;

    (f) a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;

    (g) the Client suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business.

9.3.    If HFL becomes subject to any of the circumstances detailed below then the Client may treat the Agreement as repudiated by HFL but without prejudice to any other rights of the Client.

    (a) HFL commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

    (b) a creditor or encumbrancer of HFL attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

    (c) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over HfL Education;

    (d) a floating charge holder over the assets of HFL has become entitled to appoint or has appointed an administrative receiver;

    (e) a person becomes entitled to appoint a receiver over the assets of HFL or a receiver is appointed over the assets of HfL Education;

    (f) HFL suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business.

9.4.    If either party fails to comply with any of the provisions of these terms and does not rectify such non-compliance within 14 days of receipt of a written notice thereof, the other party may, without prejudice to any other of its rights or remedies it may have and without being liable to the other for any loss or damage which may be occasioned, give written notice to the non-complying party terminating the Agreement with immediate effect, but such notice shall be without prejudice to HfL Education’s right to recover all monies owing under the Agreement. 

10.1.    The Client agrees that it will not, without the written consent of HFL, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person, and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise, during the period of the provision of the Goods and/or Services, and for a period of 6 months following termination of the Contract: 

    (a) solicit or entice, or endeavour to solicit or entice, away from HFL, or employ, or offer employment to, any person employed by HFL and providing Goods and/or Services to the Client at the date of termination of the Contract, or at any time during the previous 3 months immediately preceding that date; 

    (b) knowingly assist, or procure that, any other person to do the above.

10.2.    Breach of the above clause 10.1 will entitle HfL to levy a charge equal to up to 35% of the employee’s annual salary, which the Client agrees is a reasonable pre-estimate of the loss that HFL will suffer in such circumstances. 

11.1.    Subject to Clause 11.2 below, on creation by the Supplier and upon the Supplier receiving payment in full, all Intellectual Property Rights in bespoke materials or code created under the Services (”Bespoke IPR”) for the Client shall vest automatically in the Client. Supplier hereby assigns to the Client its present and future rights and full title and interest in such creations, including but not limited to workflows, widgets, business processes, and customised web coding which are used in order to provide the Services. The Client hereby provides an irrevocable, worldwide, royalty-free licence to the Supplier for the duration of this Agreement to use such Bespoke IPR strictly for the purposes of providing the Services.

11.2.    Notwithstanding Clause 11.1 above, the Supplier and its respective licensors shall retain exclusive  ownership of (i) all of its Background Materials; and (ii) ideas, concepts, techniques and know-how discovered, created or developed by the Supplier during the performance of the Services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (“General IP”, together with the Background Materials, the “Supplier Intellectual Property”). The Supplier grants to the Client a non-exclusive, irrevocable, worldwide royalty free and non-transferable license to use the Supplier Intellectual Property.

11.3.    If an IPR Claim is brought or in the reasonable opinion of the Supplier is likely to be made or brought, Supplier may at its own expense ensure that the Client is still able to use the Deliverables by either:

    (a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Client, such acceptance not to be unreasonably withheld; or

    (b) procuring a license or permission to use the Deliverables on terms which are acceptable to the Client, such acceptance not to be unreasonably withheld.

11.4.    Except to the extent that the Supplier should reasonably have known or advised the Client the foregoing provisions of Clause 11.3, the Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from:

    (a) any use by or on behalf of the Client of the combination with any item not supplied or recommended by the Supplier where such use of the Deliverables directly gives rise to the claim, demand or action; or

    (b) any modification carried out on behalf of the Client to any item supplied by the Supplier under this Agreement if such modification is not authorised by the Supplier in writing where such modification directly gives rise to a claim, demands or action.  

12.1.    The Supplier shall procure any Third-Party Services required by the Client for the provision of the Services and as more fully set out in the Proposal. Except as expressly set out in the relevant Licence Agreement, the Supplier expressly excludes any warranty and liability to the Client that the Third-Party Services supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the marketing, sales or other associated documentations. The Client shall remain liable for any and all payments owed to the Supplier throughout this Agreement and until the end of the respective licence terms for such Third-Party Services (the “Licence Fees”).

12.2.    It is a condition of this Agreement that the Client shall enter into such direct Licence Agreements issued by the Third Party where the Client must directly contract with that Third Party as so prescribed by the relevant software owners of each Third-Party Services identified within this Agreement and/or in the applicable Proposal. In the event the Client does not accept the terms of such Licence Agreements (whether directly contracted with the Supplier or the relevant Third Party), the Supplier reserves the right to suspend the provision of the Services until such time as the Client enters into such Licence Agreement.

12.3.    The Client acknowledges that it is responsible for ensuring that the Client’s Hardware, and operating software for such Hardware is compatible with the Third-Party Services and the Supplier gives no warranty in relation thereto unless agreed otherwise in writing between the Parties in the Proposal. 

13.1.    HFL and the Client both acknowledge and accept their own responsibility for complying with its obligations under the Data Protection Act 2018 and other relevant legislation, in particular, the General Data Protection Regulations (GDPR).

13.2.    The Client warrants and represents to HFL that: it has obtained all consents, permissions, licences and other authorisations for the processing of its data (including personal and or sensitive personal data) (data) by HFL in the performance of HFL's obligations in the Contract; and its data does not breach any applicable law nor infringe the intellectual property rights of any third party.

13.3.    To the extent that any of the Client's data constitutes "personal data" or "sensitive personal data" (as those terms are defined in the Data Protection Act 2018 and GDPR and other relevant legislation), the Client acknowledges that it is the data controller for the purposes of data protection legislation. HfL will process all data that it receives in accordance with the then- current data protection legislation and only to the extent necessary for the satisfactory provision of the Services. 

13.4.    The Client instructs HFL to process data for the purposes of the performance of the Contract. 

13.5.    The Client and HFL agree that the nature and purpose of the processing is for the performance of the contract.

13.6.    HFL shall:

    (a) Only process data in accordance with the instructions of the Client and for the purposes of processing the data.

    (b) Use such technical and organisational measure to ensure compliance with GDPR as are required.

    (c) Ensure that its employees understand that there is a duty of confidence in respect of the personal data.

    (d) Shall take appropriate measures to ensure that the data is kept secure 

    (e) Shall only engage a sub-processor with the prior consent of the client and there shall be a written contract between HFL and any sub-processor

    (f) Shall provide reasonable assistance to the Client in providing a response to subject access requests and/or otherwise assisting the Client with any actions required to respond to any right exercised by a data subject. 

    (g) Shall provide reasonable assistance to the Client in order to assist the Client to comply with its own obligations under GDPR including but not limited to providing information in relation to the security and accuracy of data. 

    (h) In the event of a breach inform and co-operate with the Client including complying with any obligations to report a breach and inform the data subject.

    (i) Shall delete or return all personal data to the controller as requested at the end of the contract. 

    (j) Shall submit to such audits and inspections, provide the Client with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the Client immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.

13.7.    The Client acknowledges that HFL is reliant on the Client for direction as to the extent to which HfL or its agents, employees or subcontractors (being personnel authorised to process personal data on terms substantially the same as those set out in this Agreement and which shall terminate automatically on termination of this Agreement) are entitled to use and process personal data. Consequently, HFL will not be liable for any claim or right by a Data Subject arising from any act or omission of HFL, to the extent that such action or omission resulted directly from the Client's instructions. 

14.1.    The parties acknowledge that during the course of this Agreement the Client may convert from a maintained school to an academy under the Academies Act 2010 or the Academy Trust may be replaced with a new academy trust in either case responsibility for the school will sit with the new academy trust. The parties fully intend that, following such a conversion or replacement, the obligations, risks and liabilities of the Client, as contained in this Agreement will apply mutatis mutandis to the New Academy Trust. The Client or Academy Trust shall take all steps necessary to ensure that the New Academy Trust accepts a novation of this Agreement from the Customer or the Academy Trust to it. The Customer or Academy Trust shall use all reasonable endeavours to ensure that a deed of novation is entered into prior to the date on which the New Academy Trust becomes legally responsible for the operation of the school.

14.2.    In any event the Client or Academy Trust, as the case maybe, shall be liable for and shall fully and promptly indemnify HFL against all losses for which HFL may be liable for under this Agreement in the event that the New Academy Trust does not accept the novation of this Agreement. 

15.1.    This Agreement (and its references to website address to further documentation, the Licence Agreements, the Proposals and the Client Agreement constitutes the entire Agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and Agreements between them relating to its subject matter.

15.2.    Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

15.3.    Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.

15.4.    No alteration to or variation of this Agreement shall take effect unless and until the same is in writing and signed on behalf of each of the Parties by a duly authorised representative. 

16.1.    This Agreement is made for the benefit of the Parties, to it and (where applicable) their successors and permitted assigns, and Microsoft (in respect of enforcing the terms of the NCE Agreement) and is not intended to benefit or be enforceable by anyone else, therefore the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. 

1. 17.1.    The Client may not assign or deal with the Contract in any way without the written consent of HFL. HFL may assign, subcontract and deal with the Contract as it sees fit, provided that notice is given to the Client of such assignment, subcontracting or dealing.
2. 17.2.    HFL may vary these Terms by issuing revised terms from time to time. Such revised terms may be issued on HFL’s website and the Client agrees that publication in this way is sufficient notice of the revised terms and that such revised terms will take effect 14 calendar days after publication on the website.
3. 17.3.    Renewal of the Contract under clause 9.1 will be on the then-current standard terms and conditions of supply of HFL.
4. 17.4.    HFL and the Client are independent entities and nothing in the Contract will create, or be deemed to create, the relationships of employer-employee, principal-agent or partner-partner between them.
5. 17.5.    If any provision of the Contract is prohibited by law, or judged by a court to be unlawful, void or unenforceable, the provision will, to the minimum extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of the Contract, and will not in any way affect any other circumstances of, or the validity or enforcement of, the remainder of the Contract.
6. 17.6.    Notices under this Agreement must be in writing and sent to the registered office address of HFL or the Client (as applicable). They may be given and deemed received:

    (a) by recorded first-class post: on the third calendar day after posting;

    (b) by hand: on delivery;

    (c) by fax: on receipt, provided it is sent between 08:00 and 18:00 to a previously notified number and clearly marked as a notice under the Contract;

    (d) by email: on receipt, provided it is sent to the designated email address notified by each party for contractual notices and clearly marked as a notice under the Contract.

17.7    No delay, act or omission by either party in exercising any right will be deemed to be a waiver of that, or any other, right.

17.8    No third party has any right to enforce the terms of the Contract under the Contract (Rights of Third Parties) Act 1999.

17.9.    The Contract, and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales, and both HFL and the Client agree that the courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim.

17.10    Both Parties agree to reasonably cooperate in connection with the creation of mutually beneficial marketing communications, which shall include, at a minimum, a press release, case study and a reference to Client on Supplier’s website, provided that in no event shall either Party use the name, trademarks or other proprietary identifying symbols of the other Party without such Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. 

18.1.    HFL is committed to providing a safe and respectful environment for our employees.

18.2.    HFL expect our customers to interact with our staff in a polite and respectful manner.

18.3.    Rude, abusive, offensive language, gestures or behaviour directed towards our employees will not be tolerated under any circumstances.

18.4.    Examples of prohibited behaviour include but are not limited to:

• Verbal abuse: Using foul language, insults, or derogatory remarks.
• Threats: Making threats, whether explicit or implicit, towards staff members.
• Harassment: Engaging in any form of harassment, including verbal, physical, or visual harassment.
• Intimidation: Using intimidating behaviour, such as shouting, finger-pointing, or invading personal space.
• Discrimination: Engaging in discriminatory behaviour based on race, gender, religion, sexual orientation, or any other protected characteristic.

18.5.    Customers who are found to be in violation of this may face immediate account suspension, termination of services, or legal action, as deemed appropriate by HFL. 

This table defines the Services included in the distinct types of agreement and the SLAs that apply to those services.

Service Desk SLA Response Times

Small Change SLA Response Times

SLA targets:

HFL will use its best endeavors to comply with the response times set out in the SLAs at least 95% of the time. Persistent failure to meet the response times 95% of the time shall be a material breach of this contract and enable termination by the Client on one month’s notice at any time during the contract.

HFL shall have no liability whatsoever for any failure to adhere to the proposed response times.

For any rolling three-month period where the SLA is not met for 95% of all tickets, a discount will be applied to 20% of user support contract costs for one month.

Definitions of the terms used here can be found in appendix C. 

To ensure all our clients have the fundamentals of security in place, we include a minimum set of security solutions in all our Managed Support agreements. Clients can choose to upgrade to a better package and/or purchase specific products. The table below shows what is included at each level:

* If AV from HFL is in place

** If Broadband through HFL is in place

*** SAAS Backup in place

**** Custom campaigns available to clients on Comprehensive Bundle

***** Service is only available if the client purchases their Cyber Essentials Audit & management process through HfL Education. If through a 3rd party any remediation is additionally chargeable

Notes:

1. Please note, our security bundles include some items that are needed on a per-user basis (e.g. email account security) and others that are needed on a per-device basis (e.g. Antivirus software). Your quote will have two quantities for the chosen security bundle, one for the number of users that need protection and another for the number of devices in use. 

The following definitions are provided to explain some of the terminology used in this proposal. Full legal definitions are provided in the Terms & Conditions (see Appendix D).