Terms and conditions

Terms and conditions for users of the UCAS Media website

1. Use of website

These website terms of use (terms) apply to your use of UCAS websites, including www.ucasmedia.com. By using the Websites, the user (‘you‘) is deemed to accept all of the terms and conditions set out below. If you have any questions regarding the terms and conditions, you should contact the Company Secretary at UCAS Media Limited.
The Websites are operated by UCAS Media Limited. We are registered in England and Wales under company number 02737300 and have our registered office at Rosehill, New Barn Lane, Cheltenham, Gloucestershire, England, GL52 3LZ. Our VAT number is 618 0180 63.
The services and the Websites of UCAS Media Limited are provided to support the work of the Universities and Colleges Admissions Service (UCAS). UCAS, a company limited by guarantee registered in England and a registered charity is the ultimate parent of UCAS Media Limited. UCAS also owns and manages the websites http://www.ucas.ac.uk/, http://www.ucas.co.uk/careerfinder.ucas.com and http://www.ucas.com.
References to ‘we’, ‘us’, ‘our’ or ‘UCAS’ in these terms, shall be a reference to both UCAS Media Limited and UCAS, as the context permits.  ‘UCAS’ is a registered trademark of the Universities and Colleges Admissions Service.
UCAS reserves the right at all times to vary, change, alter, amend, add to or remove any of these terms and conditions. Please ensure that you review these terms and conditions regularly as your acceptance of any variations is deemed if you continue to use either of the Websites after the variation has been posted.
These terms were reviewed and published on 15 June 2020
If you are a business user of the Websites and we have a commercial relationship with you, our agreement with you governing that relationship will take precedence over any conflicting paragraphs set out in these terms.

2. Copyright

Copyright and other intellectual property rights in any content on the Websites is owned by us or has been licensed to us by the owner. You must not exert any rights over any content or material on the Websites which includes making any copy, displaying, republishing or in any way sharing any part of it without the prior written permission of the owner.
You may make use of any part of the content on the Websites for personal non-commercial purposes only. You may not download or relocate content or copies of content on to any server or other device connected to a network without prior written permission from us. Making use of the content or materials on the Websites for any commercial purpose is prohibited unless we have explicitly allowed you to do so
Links to the Websites are not permitted other than to the Home Pages for personal use except with prior written permission. Links to the Websites from within a frameset definition are not permitted except with prior written permission.
You must reproduce any copyright, trademark or intellectual property notices contained in, or referring to any original content you download or copy from the Websites.
You may not create a database by systematically downloading substantial parts of the Websites.

3. Disclaimer

The information on our Websites is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Websites.
Although we make reasonable efforts to update the information on our Websites, we make no representations, warranties or guarantees, whether express or implied, that the content on our Websites is accurate, complete or up to date. 
Where our Websites contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
We do not represent that content available on or through our Websites is appropriate for use or available in locations other than the UK.

4. Personal Information

We will only use your personal information as set out in our privacy policy, accessible via the Websites.

5. Viruses, hacking and other offences

You must not knowingly introduce viruses, trojans, worms, logic bombs, other forms of malware or other material which is malicious or technologically harmful to the Websites. You must not in any way attempt to interrupt, corrupt or otherwise tamper with the regular operation and availability of the Websites and/or its users.
Any breach of 5.1 may amount to a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and assist those authorities in apprehending and prosecuting you and anyone engaged with you in such activities. In the event of such a breach, your right to use our Websites will cease immediately.
We do not guarantee that our Websites will be free from viruses or bugs.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

6. Our liability to you

Whether you are a business user or a consumer user
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products or services to you, which will be set out in the agreement between us which governs that supply.

If you are a business user:
We exclude all implied conditions, warranties, representations or other terms that may apply to our Websites or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our Websites; or
  • use of or reliance on any content displayed on our Websites.

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

If you are a consumer user (for example, a student or future student)

Please note that we only provide our Websites for domestic and private use. You agree not to use our Websites for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

7. General

These terms are not intended to confer any benefit on a third party under the provision of the Contracts (Rights of Third Parties) Act 1999.
We do not guarantee that our Websites, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Websites for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We will take action against any individual who or organisation which seeks to use UCAS' or UCAS Media's name(s), material, logos or trademarks for unauthorised or unlawful purposes.
If you are a consumer, please note that these terms, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
If any of these terms and conditions is found to be invalid by any Court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms which shall continue to have full force and effect. To the extent that any term is found to be invalid you and we agree that such a term is deemed amended to the minimum extent necessary to render it valid without affecting the validity of any other term.

UCAS Media Generic Terms of Service

We have published specific terms and conditions that apply to specific services. Those specific terms and conditions will always apply, where relevant. These are the terms and conditions on which we supply “products” to you, whether these are services such as consultancy and insights, reports or digital content, for which we have not published specific terms and conditions elsewhere.

1.    These terms
1.1    Please read these terms carefully before you request services or digital content from to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. 

2.    Business customers and consumers
2.1    In some areas, you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if you are an individual person, and you are buying products from us wholly or mainly for your personal use (ie. not for use in connection with your trade, business, craft or profession). Where these terms apply only to business customers, or only to consumers, we have made it clear in the wording.
2.2    If you are a business customer, these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. 

3.    Information about us and how to contact us
3.1    We are UCAS Media Limited, a company registered in England and Wales. Our company registration number is 02737300 and our registered office is at Rosehill, New Barn Lane, Cheltenham, GL52 3LZ, England. Our registered VAT number is 618 0180 63.
3.2    You can contact us by writing to us at ucasmedia@ucas.ac.uk or our address in paragraph 3.1 above.
3.3    If we have to contact you, we will do so by telephone, email or by writing to you using the contact details that you have provided to us. 
3.4    When we use the words "writing" or "written" in these terms, this includes emails.

4.    Our contract with you
4.1    You request for us to provide you with products will not become legally-binding until we email you to accept it, or we otherwise begin to supply you with the products, at which point a contract will come into existence between you and us. 
4.2    We may accept or reject your request at our absolute discretion.
4.3    We can only agree to supply products to you if you are aged 13 years or over, although some products we supply may be subject to a higher minimum age. By requesting services from us, you confirm that you are older than the applicable minimum age. You must not request access to, or use, our products if you are younger than the applicable minimum age.
4.4    If we are unable to accept your request, we will inform you of this and will not charge you for the product. This might be because of limits on our resources, the occurrence of events which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have requested. 

5.    Changes to the products
5.1    If you wish to make a change to the product you have requested, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
5.2    We may change the product: 
(a)    to reflect changes in relevant laws and regulatory requirements; or 
(b)    to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not significantly affect your use of the product.
5.3    We may update or require you to update digital content from time to time, provided that the digital content shall always match the description of it that we provided to you before you bought it. 
5.4    In addition, we may make changes to these terms or more significant changes to the product (including changing the dates on which we will supply the products), but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.

6.    Providing the products
6.1    We will let you know when we will provide the products to you. If the products are ongoing services or subscriptions, we will also tell you when and how you can end the contract:
(a)    If the products are one-off services, we will begin the services on the date we accept your request, or on such other date as we may have agreed with you. 
(b)    If the product is a one-off purchase of digital content, we will make the digital content available for download by you as soon as we accept your request.
(c)    If the products are ongoing services or a subscription to receive digital content, we will supply the services or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in paragraph 9 or we end the contract by written notice to you as described in paragraph 11.
6.2    If our supply of the products is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received. 
6.3    Where we have agreed to provide services at your property, we will require reasonable access to that property. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this), we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and paragraph 11.2 will apply.
6.4    We may need certain information (such as your contact details and, depending on the type of services we are providing, other materials, images or artwork) from you so that we can supply the products to you. If so, we will ask you to provide this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and paragraph 11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it. 
6.5    You are responsible for ensuring that all information you supply to use is correct and accurate, is not misleading, is owned by you (or you otherwise have the owner’s permission to provide that information to us), does not infringe the rights of anyone else, with comply with all legal requirements, are not obscene or defamatory, and are free from any viruses or malware.
6.6    We may have to suspend the supply of a product to:
(a)    deal with technical problems or make minor technical changes;
(b)    update the product to reflect changes in relevant laws and regulatory requirements; or
(c)    make changes to the product as requested by you or notified by us to you (see paragraph 5).
6.7    We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than seven (7) days, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than seven (7) days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
6.8    If you do not pay us for the products when you are supposed to (see paragraph 14.4) and you still do not make payment within seven (7) days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see paragraph 14.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see paragraph 14.6).  

7.    Online products
7.1    Paragraph 7 applies only if we agree to provide you with online services or with digital content, such as online education and training services or virtual events, that are provided or accessible from our website or any third party website (the Website).
7.2    The information provided on the Website is for general information only. It is not intended to amount to advice on which you should rely. Although we make reasonable efforts to ensure the information is up-to-date and accurate, you must obtain professional or specialist advice before taking, or not taking, any action on the basis of the information on the Website. 
7.3    Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have not verified, do not approve or endorse and have no control over any of the linked websites or information you may obtain from them.
7.4    We will make reasonable efforts to provide interrupted access to our own website and the products, but, due to technical issues that are often beyond our control, we cannot guarantee that the Website and products will be uninterrupted or error-free. We are not responsible for delays or errors in data caused by transmission of that data via the internet.
7.5    You may be permitted to submit content, participate in chats or forum posts, on the Website as part of receiving the products. You will own any content you submit (see paragraph 8.1). You give us the right to use your content in connection with the products, or the promotion or distribution of the products in any format and via any media channel. If you do not agree to us doing this, then you must not submit any content.
7.6    Whilst we do not routinely monitor the Website and products for content that breaches these terms, we may review the content submitted by you and other customers to determine whether it breaches these terms, and we may remove or alter any content without notice. 
7.7    We are not liable for any injury or damage caused by other customer’s content, even if that content breaches these terms. We will make reasonable efforts to remove any content that breaches these terms after it has been expressly brought to our attention. If you become aware of any content that breaches these terms, you can report it by emailing us at ucasmedia@ucas.ac.uk
7.8    Where we provide you with an individual user account, you are responsible for all activity which occurs under that user account. You must not:
(a)    create a false user account, use incorrect information to create a user account nor access the Website or the products in any other unauthorised manner;
(b)    use another person’s user account to access the Website or the products, nor share your user account with any other person;
(c)    infringe another person’s privacy, nor collect, use or publish another person’s personal information without their consent; nor impersonate any other person;
(d)    copy, modify, reproduce, transmit, record, republish nor distribute any of the content on the Website or providing to you as part of the products;
(e)    create any similar or derivative content to any of the content on the Website or providing to you as part of the products;
(f)    use any automated system, such as ‘robots’, ‘spiders’ or offline readers, to access the Website or the products;
(g)    make or submit any sexually explicit, graphically violent or racially, culturally or ethnically offensive content, nor any content that is or may be harmful, harassing, intimidating, threatening, hateful, discriminatory, abuse or illegal; nor
(h)    submit or transmit any virus, malware or other malicious or potentially harmful code.

8.    Ownership of the products
8.1    You will remain the owner of any information, materials, images or artwork that you provide to us. 
8.2    Unless we have agreed otherwise with you in writing, all other rights in the products shall remain owned by us.

9.    Your rights to end the contract
9.1    Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
(a)    If what you have bought is faulty or misdescribed, you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back). See paragraph 13 if you are a consumer.
(b)    If you want to end the contract because of something we have done or have told you we are going to do, see paragraph 9.2.
(c)    If you are a consumer and have just changed your mind about the product, see paragraph 9.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions; 
(d)    In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see paragraph 9.6.
9.2    If you are ending a contract for a reason set out at (a) to (e) below, the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a)    we have told you about an upcoming change to the product or these terms which you do not agree to (see paragraph 5.3);
(b)    we have told you about an error in the price or description of the product you have requested and you do not wish to proceed;
(c)    there is a risk that supply of the products may be significantly delayed because of events outside our control; 
(d)    we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than fourteen (14) days; or
(e)    you have a legal right to end the contract because of something we have done wrong. 
9.3    If you are a consumer then, for most products bought online, you have a legal right to change your mind within fourteen (14) days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. 
9.4    Your right as a consumer to change your mind does not apply in respect of:
(a)    digital products after you have started to download or stream these; 
(b)    services, once these have been completed, even if the cancellation period is still running;
(c)    sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and 
(d)    any products which become mixed inseparably with other items after their delivery.
9.5    If you are a consumer, how long you have to change your mind depends on what you have ordered and how it is delivered.
(a)    If you have bought services, you have fifteen (15) days from when we email you to confirm we accept your request or, if earlier, when we begin to supply you with the services. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
(b)    If you have bought digital content, you have 15 days from when we email you to confirm we accept your request, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
9.6    Even if we are not at fault and you are not a consumer who has a right to change their mind (see paragraph 9.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately.
(a)    If the products are one-off services, or a one-off purchase of digital content, we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
(b)    If the products are ongoing services or a subscription to receive digital content, you will continue to pay (and not receive a refund) for the products up to the end of the current subscription period (which we will confirm to you). We will refund any sums paid by you for products in respect of any subscription period beyond the current one. 

10.    How to end the contract with us
10.1    To end the contract with us, please let us know by email at ucasmedia@ucas.ac.uk or write to us at our Rosehill address (see paragraph 3.1). Please provide your name, details of the products and, where available, your phone number and email address. 
10.2    If you are entitled to a refund under these terms, we will refund you the price you paid for the products by the method you used for payment. However, we may make deductions from the price, as described below.
10.3    If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.4    We will make any refunds due to you as soon as possible.  If you are a consumer exercising your right to change your mind, your refund will be made within 14 days of your telling us you have changed your mind.

11.    Our rights to end the contract
11.1    We may end the contract for a product at any time by writing to you if:
(a)    you do not make any payment to us when it is due and you still do not make payment within seven (7) days of us reminding you that payment is due;
(b)    you do not comply with these terms;
(c)    you do not provide us with information that is necessary for us to provide the products within a reasonable time of us asking for it;
(d)    you do not allow us access to your premises within a reasonable time in order to supply the services where we cannot reasonably provide the services without such access.
11.2    If we end the contract in the situations set out in paragraph 11.1, we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.3    We may write to you to let you know that we are going to stop providing the product. We will refund any sums you have paid in advance for products which will not be provided.

12.    If there is a problem with the product
If you have any questions or complaints about the product, please contact us. You can email us at ucasmedia@ucas.ac.uk or write to us at our Rosehill address (see paragraph 3.1).

13.    Your rights in respect of defective products if you are a consumer
13.1    If you are a consumer, we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website at www.adviceguide.org.uk, or call 03454 040506.
If your product is digital content, for example, a mobile app or a subscription to online education or training material, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
a) If your digital content is faulty, you're entitled to a repair or a replacement.
b) If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back 
c) If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation
See also paragraph 9.3.
If your product is services, for example, consultancy services, mailing or campaign services or face-to-face education or training services, the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
See also paragraph 9.2.


14.    Price and payment
14.1    The price of the product (which includes VAT) will be the price we notify to you before or at the time you submit your request to us. We take all reasonable care to ensure that the price of the product as notified to you is correct. However please see paragraph 14.3 for what happens if we discover an error in the price of the product you have requested. 
14.2    If the rate of VAT changes between the date you submit your request to us and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
14.3    It is always possible that, despite our best efforts, some of the products we supply may be incorrectly priced or we may make an error when confirming the price to you. If the product's correct price is higher than the price stated to you, we will contact you for your instructions before we accept your request. However, if we accept and process your request where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
14.4    When you must pay depends on what product you are buying:
(a)    For one-off services, you shall pay for the product in accordance with the order. The invoice shall specify if payment is required in advance of the service, or strictly within 30 days from date of invoice. 
(b)    For one-off purchases of digital content, you must pay for the products before you download them.
(c)    For ongoing services or subscriptions to receive digital content, you must make payment in advance for the initial subscription period (which we will confirm to you) before we start providing the services or you start downloading the digital content. We will invoice you in advance for each subsequent subscription period until the services are completed or the subscription is terminated and you must pay each invoice within 30 days of the date of the invoice.
14.5    If you are a business customer, you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14.6    If you do not make any payment to us by the due date:
(a)    we may suspend the performance of the services, or restrict your access to any digital content; and/or
(b)    we may charge interest to you on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. 
14.7    If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15.    Prize draw terms and conditions
15.1    Paragraph 15 sets out the terms and conditions that apply to prize draws that we may promote from time to time. If a specific prize draw has additional or alternative rules that apply to it, then such additional rules shall apply as well as the terms and conditions set out in paragraph 15, and such alternative rules shall apply instead of the terms and conditions set out in paragraph 15. By submitting your entry, you are agreeing to be bound by these terms and conditions.
15.2    Eligibility. The competition is open to all residents in the United Kingdom aged 18 years or over except our employees and directors and their immediate families and households, and any third party directly associated with the administration of the prize draw. In entering a prize draw, you confirm that you are eligible to do so and eligible to claim any prize you may win. We may require you to provide proof that you are eligible to enter the prize draw. We reserve the right to reject entries that are automatically generated by computer, completed by third parties or in bulk, illegible, incomplete or contrary to the spirit or intention of the prize draw. There is a limit of one entry per person.
15.3    How to enter. The prize draw is free to enter. The process for submitting your entries and the opening and closing dates for entries will be clearly stated. All competition entries must be received by us by no later than 5pm on the closing date. All entries received after that time will be rejected. We will not accept responsibility for entries that are lost, damaged or delayed in transit, nor proof of posting or transmission as proof of receipt. By submitting your entry
15.4    Winners. The winner(s) will be chosen by random draw performed by a computer process or otherwise supervised by an independent person shortly after the closing date. The winner will be notified by email or telephone (using details provided at entry) within 14 days of the closing date and must, if requested, provide a postal address in order to claim their prize. If a winner does not respond to us within 7 days of being notified by us, then the winner’s prize will be forfeited and we will be entitled to select another winner in accordance with this process. Our decision is final and binding as we will not enter into any correspondence about it.
15.5    Prizes. The prizes will be clearly stated. We reserve the right to substitute any prize with a cash alternative, or with an alternative prize of equal or higher value, if the original prize is no longer available, but otherwise there is no cash alternative for any prize. The prizes are not exchangeable or transferrable.
15.6    Publicity. We will either publish or make available information that indicates a valid award too place, which includes sending a winner’s surname and town/county of residence to anyone to asks us within a month of the closing date. Otherwise, personal information supplied during the course of the prize draw will be processed in accordance with our privacy policy (see paragraph 18). 
15.7    Ownership. By submitting an entry or any accompanying material, you confirm that the entry and material is entirely your own original work and has not been copied from anywhere else. No entries or material will be returned. You agree that we may use, publish, transmit, copy, edit and sub-license your entry and material for our own business purposes.
15.8    Other rules. We reserve the right to void, cancel, suspend or amend the prize draw if it becomes necessary to do so. The prize draw will be governed by English law.

16.    Our responsibility for loss or damage suffered by you if you are a consumer
16.1    If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
16.2    We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products (including the right to receive products which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; 
16.3    If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services. 
16.4    If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
16.5    If you are a consumer, we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in paragraph 16.

17.    Our responsibility for loss or damage suffered by you if you are a business
17.1    Nothing in these terms shall limit or exclude our liability for:
(a)    death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b)    fraud or fraudulent misrepresentation;
(c)    section 2 of the Supply of Goods and Services Act 1982; or
(d)    any matter in respect of which it would be unlawful for us to exclude or restrict liability.
17.2    Subject to paragraph 16.1:
(a)    we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; 
(b)    we shall not be liable to you for any consequences of you relying or acting upon any advice or opinions expressed by any external presenters or speakers (namely, any persons not employed by us) involved in the supply of the products; and
(c)    our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sum paid by you for products under such contract.

18.    How we may use your personal information
We will only use your personal information as set out in our privacy policy, which is available on our website at https://www.ucasmedia.com/privacy-policy. 

19.    Other important terms
19.1    We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
19.2    You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
19.3    This contract is between you and us. No other person shall have any rights to enforce any of its terms.
19.4    Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.5    If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
19.6    We shall not be liable if our supply of the products is delayed or prevented because of circumstances beyond our reasonable control. Our obligations under the contract will be suspended until such time as the contract is either terminated by you or by us in accordance with paragraphs 9  or 11, or we are able to recommence the supply of the products.
19.7    These terms are governed by the laws of England and Wales and you can bring legal proceedings in respect of the products in the courts of England or Wales. If are a consumer and you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you are a consumer and you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Terms and conditions for the sale of UCAS Media products and services

1. Definitions

1.1 "Campaign" shall mean any mailing, web advertising service, emailing service, SMS service, printed advert or any other such service undertaken by UCAS Media for the Customer.

1.2 "Confidential information" means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, intellectual property rights, know-how, personnel and all personal data and sensitive personal data within the meaning of the Data Protection Act 2018.

1.3 "Customer" shall mean the recipient of goods or services from UCAS Media.

1.4 "Intellectual Property" means patents, registered designs, trade marks and service marks (whether registered or not), domain names, copyright, database right, moral right, design right and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, computer programs, confidential information, business names, goodwill and in applications for protection of the above rights.

1.5 "UCAS Media" shall mean the supplier of the services.

1.6 Unless the context otherwise requires:

1.6.1 Reference to a gender will include references to the masculine, feminine and neuter genders. 

Reference to any enactment shall be deemed to include reference to such enactment as reenacted, amended, extended or replaced from time to time. 

2. Applicability of Clauses 9 to 13

Individually these clauses only apply if the specific campaign type described in clause heading, applies to the contract.             

3. Conditions

3.1 These conditions shall form the basis of the contract between the Customer and UCAS Media, notwithstanding anything to the contrary in the Customers standard conditions or in any purchase order or any other document issued or sent by the Customer.

3.2 These conditions shall apply except insofar as expressly agreed in writing by both parties. No servant or agent of the Customer has power to vary these conditions orally. If the Customer shall not previously have accepted these conditions, then acceptance of delivery by him shall constitute such acceptance.

3.3 These general conditions might be subject to such further special conditions as may be prescribed in writing by UCAS Media. In the event of any conflict, or apparent conflict, between the special conditions and the general conditions, the special conditions shall prevail.

3.4 No provision of the contract is intended to or will confer any benefit pursuant to the Contract (Rights of Third Parties) Act 1999 or be enforceable by any person who is not a party to this contract.

4. Prices

4.1 VAT (or any similar tax), where applicable, shall be identified as a separate item of account failing which the price shall be deemed to exclude VAT (or any similar tax).

5. Payment

5.1 The Customer shall pay for the services in accordance with order. 

5.2 UCAS Media shall be entitled to invoice the Customer as set out in the order or upon delivery of goods or services. The invoice shall specify if payment by the Customer is required in advance of the service, or strictly within 30 days from date of invoice.

5.3 If the Customer fails to pay UCAS Media within 30 days as outlined within Clause 5.2, UCAS Media will be entitled to charge interest on the invoiced amount. Interest to be dictated by 4% pa over the rate set by the Bank of England.

6. Guarantee

6.1 The Customer accepts that all goods and services supplied by UCAS Media are supplied as is. UCAS Media do not warrant that they shall be fit for any particular purpose.

7. Cancellation policy

If the Customer cancels a campaign before the commencement date, UCAS Media will charge the following of the overall booked price, exclusive of VAT:

0-60 days - 100%

61-90 days - 50%

91-120 days - 15%

8. Supply of creatives, images and logos

8.1 In the event of the Customer supplying creative images or logos, this includes but is not limited email and SMS campaigns and web services:

8.1.1 The Customer shall supply all creatives, images or logos to UCAS Media by the date specified on the order or a minimum 5 working days prior to the commencement date of the campaign.

8.1.2 Provision of an additional three working days must be made available for both parties to review and sign-off all creatives, images or logos prior to the commencement date of the campaign.

8.1.3 UCAS Media reserves the right to refuse to accept, or to request amendment of, any creative, image or logo without stating any reason beyond the fact that the creative, image or logo does not, in the sole opinion of UCAS Media, do not adhere to the technical specifications detailed on ucasmedia.com/document-library or any other specification provided by UCAS Media to the Customer relating to the service being provided.

8.1.4 UCAS Media will not be liable for any cost incurred by the Customer for any creatives, images or logos which are not used as a result of Clause 8.1.3.

8.2 The Customer guarantees to UCAS Media that:

8.2.1 any information supplied in connection with the creative, images or logos is accurate, complete, true and not meant to mislead;

8.2.2 it has obtained the consent of any individual whose name or image (in whole or in part) is used in an advertisement to such use;

8.2.3 the creative will not damage, demean or otherwise diminish the image or reputation of UCAS Media or the Website, and will not include anything with UCAS Media reasonably considers to be offensive;

8.2.4 the creative, images and logo comply with the provisions of any applicable law, regulation or codes of practice in operation and with the guidance of any relevant regulatory authority, are not libellous or obscene and do not infringe the rights of any person (including intellectual property rights);

8.2.5 materials submitted for publication online will be free of any viruses, adware, malware, or any other form of code created with malicious intent adversely to effect the operation of the Website(s).

8.3 Where the Customer is not the owner or producer of a product or service included in the creative, the Customer guarantees that it is authorised by the owner or producer of a product or service to place the Campaign and the Customer will indemnify and hold harmless UCAS Media in the event any claim is brought by such product owner or producer against UCAS Media.

8.4 If the delivery of creatives, images or logos by the Customer is delayed or suspended in any event UCAS Media reserve the right to charge, the minimum fee set out in the Order, or in-full or in-part, for all services which would have been provided to the Customer.

9. Data Collecting

9.1 The Customer shall not use data collecting technology without UCAS Media’s written authorisation and agrees to use such data collecting technology and all data collected from it solely in the manner authorised by UCAS Media.

9.2 Any data collected by the Customer through such data collecting technology will be confidential information owned by UCAS Media and will not be disclosed by the Customer without the prior approval of UCAS Media. In no event shall Customer use such data collecting technology or the data collected for the purpose of tracking or targeting users when they leave the UCAS website or combine such data with information from other sources, without UCAS Media’s approval. The Customer shall comply with UCAS Media’s privacy policy and all applicable laws and regulations with respect to data collection. The Customer shall delete all data collected from its servers within a reasonable period and if and as required by UCAS Media and/or authorised legal or regulatory authorities.

10. Supply of printed materials

10.1 In the event of the Customer supplying printed materials:

10.1.1 The Customer shall supply all printed materials to UCAS Media a minimum of one working week prior where UCAS Media have agreed to the provision of services requiring printed materials unless otherwise stipulated in writing and agreed by both parties.

10.1.2 Provision of an additional three working days must be made available for both parties to review and sign-off all printed materials prior to the agreed date of supply.

10.1.3 UCAS Media reserves the right to refuse to accept, or to request amendment of, any printed materials without stating any reason beyond the fact that the printed material does not, in the sole opinion of UCAS Media, comply with the UCAS Media advertising policy or which does not adhere to the specifications provided by UCAS Media to the Customer relating to the service being provided.

10.1.4 The Customer will ensure that all printed materials meet the standard specification for sending in UCAS C5 sized envelopes.

UCAS Media will not be liable for any cost incurred by the Customer for any printed materials which are not used as a result of Clause 10.1.3 or 10.1.4.

10.1.5 If delivery of printed materials by the Customer is delayed or suspended in any event UCAS Media reserve the right to charge, either in-full or in-part, for all services which would have been provided to the Customer.

11. Web Services

11.1 In the event of web services being used:

11.1.1 During the Clearing period the UCAS website will be offline for the first and second day of Clearing, and replaced by the Clearing website in relation to such any web booking made for the month of August will only last for 29 days.

11.1.2 In the event of any disagreement regarding the number of impressions served, the figures provided by UCAS Media will be final and binding.

11.1.3 The Customer acknowledges and accepts that UCAS media’s estimated number of impressions may reasonably exceed the number served by up to 12% and that UCAS Media offers no guarantee or warranty as to the number of impressions achieved within the campaign period.

11.1.4 If the number of impressions served during the campaign period is more than 12% less than the number of impressions booked by the Customer, UCAS Media shall, as the Customer's sole remedy and provided the Customer has notified UCAS Media of such under-delivery and requests, continue to serve the content after the end of the campaign period until the number of booked impressions is reached. UCAS Media will not be liable for any over-delivery of impressions (including without limitation in relation to any ad-serving costs) where such over-delivery is 12% or less. Where any such over-delivery exceeds 12%, UCAS Media will not be liable unless such over-delivery arises due to UCAS Media's act or omissions.

11.1.5 In the event advertising copy is received after midday on the day before an Advertisement is due to be published, the number of impressions booked will be reduced on a pro rata basis for every 24 hours that the copy for the Advertisement is supplied after this deadline. There will be no reduction in the fee payable.

11.1.6 UCAS Media makes no guarantees or representations and gives no warranties as to the quality and/or suitability of the UCAS website on which Customer’s content appears.

11.1.7 UCAS makes no guarantees or representations and gives no warranties as to the quality and/or suitability of the respondents to the advertisements for any particular purpose whether or not stated by the Customer.

11.1.8 The Customer guarantees to UCAS Media that any landing page and/or destination site linked to from the Advertisements (‘Advertiser's Site’) will (i) be legal, decent, honest and truthful, (ii) not be contrary to the provisions of any applicable law, regulation or code of practice, (iii) not be libellous or obscene or infringe the rights of any person (including intellectual property rights); (iv) not damage, demean or otherwise diminish the image or reputation of UCAS Media or the Website; (v) be free from viruses, adware, bit torrents and/or malware, or adversely effect on the operation of the Website(s), and (vi) comply with all applicable data protection and privacy laws, regulations and codes of practice.

11.1.9 If and to the extent that UCAS Media places cookies on devices of users of the Advertiser's Site(s) or uses data collecting technology to track impressions and related data (‘Advertiser Data’), UCAS Media shall notify the Customer and the Customer shall ensure that the Customer's Site complies with all applicable data protection and/or privacy laws, regulations and codes of practice.

11.1.10 UCAS Media will use Customer Data solely in relation to the Customer's particular advertising campaign.  Customer Data collected by UCAS Media will be treated as the confidential information of the Customer and will not be disclosed by UCAS Media to any third party (other than UCAS Media's affiliates, agents and professional advisers as required in complying with its obligations under these Terms) without the Customer’s approval.

11.1.11 UCAS Media hosts and serves all web advertising and performance statistics can be provided on request.

11.1.12 In any event UCAS Media does not guarantee the accuracy of performance statistics.

11.1.13 UCAS Media is able to accommodate third party performance tracking by prior written agreement.

11.1.14 UCAS Media does not support third party tagging under any circumstances.

12. Core mailing

12.1 In the event that the service is a core mailing:

12.1.1 Any materials supplied by the Customer will not exceed a weight of ten grams per booked slot unless otherwise stipulated in writing and agreed by both parties.

12.1.2 UCAS Media will, whenever possible, ensure that each insert is sector exclusive with a maximum of six inserts per core mailing.  Sector exclusivity is only applicable to the core mailing the Customer purchased a slot within.  UCAS Media does not guarantee sector exclusivity across the full set of core mailings.

13. Confidentiality

13.1 Subject to clause 17 below both parties (and its staff, agents or sub-contractors) to the contract undertake, except as provided below, to treat as confidential and keep secret all information marked 'confidential' or which may reasonably be supposed to be confidential with the same degree of care that it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices. Such confidential information shall not be disclosed by the receiving party to others for any purpose without the prior written consent of the disclosing party.

13.2 The provisions in Clause 14.1 shall not extend to any confidential information which:

13.2.1 Is in or becomes a part of the public domain (otherwise than by breach of this contract);

13.2.2 Was in the lawful possession of the receiving party prior to the disclosure under this contract and was not unlawfully obtained directly and indirectly, or

13.2.3 Is required to be disclosed by law.

13.3 Nothing in this condition shall prevent either party to the contract from using any techniques, ideas or know-how gained during the performance of the contract in the furtherance of its business, to the extent that this does not result in a disclosure or use of Confidential Information or an infringement of intellectual property rights or in any way constitute a breach of this contract.

14. Data protection

14.1 Any collection or processing of data, by both parties, shall be in accordance with the Data Protection Act, 2018. To the extent that the contract requires the processing of personal data, a separate schedule shall be drawn up:

14.1.1 Identifying any personal data likely to be processed in the course of the contract;

14.1.2 Limiting the purposes for which the personal data may be used;

14.1.3 Specifying how instructions for the processing of data will be authorised and transmitted;

14.1.4 Setting out security arrangements for the handling of personal data by UCAS Media and its transmission between UCAS Media and the Customer.

14.2 Both parties shall take reasonable steps to ensure the reliability of its own employees who have access to the personal data.

15. Intellectual property rights

15.1 Where the manufacture of goods or provision of services include the creation or development of intellectual property rights by UCAS Media for the Customer, all such intellectual property rights shall remain with UCAS Media, unless agreed in writing by both parties.

15.2 UCAS Media warrants that the manufacture of the goods or the provision of know-how to the Customer under the Agreement does not infringe the Intellectual property rights of any third party and that UCAS Media shall ensure that it has the right to provide such know-how and is not disclosing the same in breach of confidence.

15.3 With reference to Clause all intellectual property rights belongs to the customer.

16. Termination

16.1 If either party shall be in material breach or non-observance of any of his obligations under the contract, the non-offending party shall be entitled to give the offending part notice in writing to forthwith remedy such breach or non-observance.

16.2 If the offending shall fail to comply with such notice within 30 calendar days of its receipt the non-offending party shall be entitled forthwith to give written notice terminating the contract with immediate effect.

16.3 If either party shall become bankrupt or insolvent, or have a receiving order made against him, or compound with his creditors, or, being a corporation, commence to be wound up, not being a member's voluntary winding up for the purpose reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, then either party shall be at liberty either:

16.3.1 to terminate the contract forthwith by notice in writing to the other party, or to the receiver or liquidator, or to any person in whom the contract may become vested; or

16.3.2 to give such receiver, liquidator or other person the option of carrying out the contract subject to his providing a guarantee for the due and faithful performance of the contract.

17. Marketing activity

17.1  The Customer gives UCAS Media permission to use the information it has provided in UCAS Media’s marketing activity to promote UCAS Media and its products and services. 

17.2  This may include the naming of the Customer’s organisation, quotes from their representatives or the use of content/results about their campaigns in the following ways:-

17.2.1 Printed or online marketing collateral – e.g. brochures / product information

17.2.1  Paid for, or organic social media campaigns on Twitter or LinkedIn 

17.2.3  Content on the UCAS Media website

17.2.4  Proactive press releases / thought leadership articles placed within key sector or national publications

17.2.5  Presentations delivered to the sector and prospective clients demonstrating products and services.

17.3  If UCAS Media does intend to use information in this way the Customer’s client partner will ensure that the Customer is notified and has the right to reject this, but UCAS Media will not seek further approval.

18. Indemnity

18.1 Both parties shall keep the other party fully and effectively indemnified against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid as a result of or in connection with any claims for infringement of any intellectual property rights by reason of the use or sale of the goods supplied or services provided and against all costs and damages which either party may incur in any action for such infringement or for which either party may become liable in such action.

19. Limitation of liability

19.1 Nothing in these conditions shall exclude or restrict the liability of either party to the other for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any breach of any obligations implied by Section 12 of the Sale of Goods Act, 1979 or Section 2 of the Supply of Goods and Services Act, 1982.

19.2 Subject to Clause 18.1:

19.2.1 The liability of UCAS Media shall in no event exceed the value of the contract.

19.2.2 In no event shall either party be liable to the other for any indirect or consequential loss or whether for loss of profits, loss of business, revenue, depletion of goodwill or anticipated savings, howsoever caused, whether or not such losses were foreseeable at the time of entering into this contract. For the purposes of this Clause, the term 'loss' includes a partial loss or reduction in value as well as a complete or total loss.

19.2.3 UCAS Media will not be liable for any unforeseen rendering of electronic or printed materials which results in electronic or printed materials provided by the Customer to appear not as originally intended by the Customer.

19.2.4 UCAS Media will not be liable for the performance of a campaign.

20. Force majeure

20.1 If the delivery of the contract by UCAS Media is delayed or prevented because of circumstances beyond the control of UCAS Media the contract shall be suspended.

20.2 If the goods or services cannot be delivered within a reasonable time after the due date, the contract may be terminated by either party by giving a notice in writing to the other party.

21. Law

21.1 This contract and all matters arising from it and any arbitration proceedings shall be governed by and construed in accordance with English law.

21.2 All disputes between the parties shall be resolved by arbitration by an arbitrator to be agreed by the parties, or, in default of agreement, to be appointed by the President of the Chartered Institute of Arbitrators.

21.3 If any of the provisions in the above conditions is held to be unlawful, void or unenforceable, in whole or in part, by any competent authority, the provision shall, to the extent required, be severed from the contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract, and shall not in any way affect in any other circumstances of or the validity or enforcement of this Contract.


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Digital Identification Services – Terms and Conditions

The Universities and Colleges Admissions Service provides digital identification services to organisations that provide access to a set of data resources. These resources allow users to see if there is a record with matching personal identifiers within the current UCAS undergraduate admissions cycle and if so, what the current status of that record is. Users of the service are permitted to take operational decisions informed in full or in part from the fact that a record with the same identifiers has the reported status subject to the following terms and conditions and confirmed receipt of your order for the Service (our ‘Agreement’) which shall continue to apply for so long as you continue to make use of the Service:

1. Definitions


1.1. In these Terms and Conditions, the terms below have the following meanings:
1.1.1. ‘Applicant’ means any individual applying during the current Service Period for a place at a UK university or college to commence at the start of the next academic year, who has applied using the UCAS Undergraduate scheme provided by UCAS.
1.1.2. ‘Customer’, ‘user’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate, or government agency, acquiring rights in the Supplied Information under this licence receiving the Service.
1.1.3. ‘Embargo Period’ means the period notified in advance to the Customer each year, which runs from approximately the end of July to the middle of August, during which exam results are subject to an embargo.
1.1.4. ‘Matching Dataset’ means a data file containing Applicant data masked in the form of 64 character, hexadecimal strings which will be used to confirm that a specified set of personal data items exactly matches the same items in any User Data file.
1.1.5.‘P urpose’ means the confirmation of Applicant status for the purpose of qualification of eligibility for some change to or extension of the services or products provided by, or offered by a User.  The Matching Datasets produce a ‘reported status’ to indicate that any Applicant record searched has progressed to one of a number of stages in the applications process, which include:
i. applied to;
ii. received an offer from;
iii. firmly accepted an offer from; or
i v. placed with a university, or universities; a college, or colleges to commence during the then current Service Period.
1.1.6. ‘Service’ means the provision of Matching Datasets and Matching Solutions by UCAS for the Purpose as set forth at paragraph 3.
1.1.7. ‘Service Period’ means the period in which the Service is available in any application cycle and is typically February to October in each year.
1.1.8. ‘UCAS’, ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means the Universities and Colleges Admissions Service.
1.1.9. 'Use' means Customer’s application of the Service for the Purpose.
1.1.10.    ‘User Data’ means your customer data used by you for the Purpose for which you accept all liability.

2. Interpretation


2.1. Use of singular forms of address under these terms and conditions shall have the same meaning in respect of multiple Users.

3. The Service
3.1. UCAS will make the Matching Datasets available to Users which, when using one of the three matching solutions (the ‘Matching Solutions’) generate a reported status to be used for the Purpose:
3.1.1. Status checking against a file of masked personal data containing the details of Applicants who have given consent in advance to the customer for the sharing of personal information;
3.1.2. Status checking against UCAS data which produces a reported status  based on Applicants consenting at point of sale / enquiry by providing a four (4) digit short code; or
3.1.3. Status checking against an anonymised dataset to provide a ‘present’ or ‘not present’ result without sharing the personal details of the individual data subject – this is based on a sixteen (16) character code which the applicant may submit and produces a simple ‘yes’ or ‘no’ result. Embedded checksum digits are also included that enable optional matching to the date of birth of the applicant.
3.2. Applicant’s provide consent at point of sale for the Service delivered under paragraphs 3.1.
3.3. Updated Matching Datasets will be published for download by us from time to time and it shall be your responsibility to ensure that within the ten (10) business days following such publication the Matching Datasets in use by you are the most recently available Matching Datasets reflecting the prevalent records of Applicants; failure on your part to use the most recent versions of the Matching Datasets shall result in suspension of your access to the Service. Updates are suspended between the end of July and confirmation and clearing.
3.4. We warrant and represent to you that in providing you with the Matching Datasets, we have a lawful basis to share their data with you for the purpose and we shall fully indemnify you in the event of any claims brought against you as a result of any claims made against you. 
3.5. We warrant and represent that we will not introduce a software virus, computer worm, software bomb or similar damaging code into any hardware or software used by us our used by you directly or indirectly in relation to our provision of the Services, or which is used by you.
3.6. You warrant and represent to us that in applying User Data to the Services, you have obtained all necessary consents from the data subjects.
3.7. We both will (and will procure that any staff involved in the Use of the Service) comply at all times with the requirements of the Data Protection Act 2018 (the ‘Act’) as applied and including any instruments and secondary legislation which draws its authority from the Act from time to time amended and/or repealed and re-enacted (as if it were UCAS) and will perform its obligations under this Agreement in such a way as to ensure that UCAS does not or is not likely to breach any of its obligations under the Act. In providing the Services set out in the order form which are governed by the terms of this Agreement, UCAS is acting as Data Controller of the underlying data used during the identification process and you are acting as Data Controller for the status validated status of the applicant received through the service.
3.8. This Service does not affect your freedom under fair dealing or fair use or any other copyright or database right exceptions and limitations.
3.9. During the Embargo Period the Matching Datasets will not be updated.

4. The Service Fee


4.1. Matching Datasets will be made available to the User upon receipt of a confirmed order committing the User to payment of the agreed price of supply (the ‘Service Fee’).
4.2. Any breach of your obligation under paragraph 3.6 of these terms shall render the Service Fee immediately due in full without otherwise limiting the remedies available to us for such breach.
4.3. Order placement is deemed acceptance of these Terms and Conditions.

5. Your rights and obligations in Using the Service


5.1. These include rights to:
5.1.1. store, access, copy, publish at a corporate level, distribute and transmit the Matching Data and masking keys solely for the Purpose;
5.1.2. adapt the Service to integrate with a User’s existing computer and service support systems; and/or
5.1.3. exploit the Service commercially and non-commercially for example, by combining the Result(s) with other data, or by including the Service functionality in your business data systems or application and within your own organisation.
5.2. In addition you may, with our consent, which we will not unreasonably withhold or delay, use UCAS logos, trademarks and wordmarks and copyright Service-related information in materials you create to describe or promote the Service, as you provide it to your customers.
5.3. You may not make use of a positive match to exclude an Applicant from a service or product you are providing.
5.4. You must (where you do any of the above) credit us, as the source of the Matching Dataset and Matching Solutions in your product or application by including or linking to any accreditation we produce and, where possible, provide a link to the Service page on our Website; if we provide no alternative accreditation, then you must use the following:
‘The status of an applicant’s’ application has been provided by the Universities and Colleges Admissions Service Digital Identification Data Service.’
5.5. The requirements are conditions of this Service Agreement and if you fail to comply with them, then the rights granted to you under this Service Agreement, or any licence granted by us, will end  automatically.
5.6. UCAS reserves the right to suspend the access of any user to the Service pending further investigation if it reasonably believes that the user is putting the Service to any use which is inconsistent with or not included in the Purpose. 

6. Exemptions


6.1. The licence granted under paragraph 5 does not extend to:
6.1.1. any personally identifiable information found to be included in the Matching Data which may be read as such without the Matching Solutions. UCAS must be informed immediately if such an incident occurs;
6.1.2. any attempt to use the Matching Data and Matching Solutions in a way which: 
i. is or would be inconsistent with the Purpose (e.g. any attempt to  identify individuals who are not customers of the User which would be a breach of Section 171 of the Data Protection Act 2018).
6.1.3. third party rights we are not authorised to license; and
6.1.4. other intellectual property rights, including any trademarks and/or design rights not expressly granted under paragraph 5.

7. Non-endorsement


7.1. The rights available under these Terms do not grant you any right to use the Service in a way that suggests any partnership, joint venture or agency arrangement between you and UCAS or that UCAS endorses you, your products, your services or your use of our Service in any way.

8. Warranties and Indemnities


8.1. You represent, warrant and undertake that in processing User Data you will comply with the Data Protection Act 2018 and all applicable laws and regulations relating to the processing of personal data and privacy, as from time to time amended and/or re-enacted, including relevant guidance and codes of practice issued by the Information Commissioner’s Office.
8.2. The Service is provided 'as is' and UCAS excludes all representations, warranties, obligations and liabilities in relation to the Service to the maximum extent permitted by law.
8.3. We shall not be liable for any errors or omissions in information provided under the Service or for any loss, injury or damage of any kind caused by its use. 
8.4. We do not guarantee that the Service will continue, or operate without fault, interruption or error and offer no warranty as to availability.
8.5. You will indemnify and hold us harmless in the event of any claim or accusation that your use of the Service in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.

9. Anti-Bribery

 
You will comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

10. Severability


In the event any provision of this Agreement is held to be invalid or unenforceable, the affected provision shall be deemed amended to the extent necessary to render it enforceable; unaffected provisions of this Agreement will remain in full force and effect.

11. Waiver


The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

12. Entire Agreement


This Agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement. 

13. Governing Law


This Agreement is governed by the laws of England and any dispute or claim which arises, shall be exclusively subject to the jurisdiction of the English Courts.

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Application Programming Interfaces – Terms and Conditions

The Universities and Colleges Admissions Service provides an application programming interface service to organisations that provides access to a set of data resources. These resources allow users to see if there is a record with matching personal identifiers within the current UCAS undergraduate admissions and if so, what the current applicant status of that record is. Users of the service are permitted to take operational decisions informed in full or in part from the fact that a record with the same identifiers has the reported status subject to the following terms and conditions and confirmed receipt of your order for the Service (our ‘Agreement’) which shall continue to apply for so long as you continue to make use of the Service:

1.Definitions


1.1. In these Terms and Conditions, the terms below have the following meanings:
1.1.1. ‘Applicant’ means any individual applying during the current Service Period for a place at a UK university or college to commence at the start of the next academic year, who has applied using the UCAS Undergraduate scheme provided by UCAS.
1.1.2.‘Customer’, ‘user’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate, or government agency, acquiring rights in the Supplied Information under this licence receiving the Service.
1.1.3. ‘Embargo Period’ means the period notified in advance to the Customer each year, which runs from approximately the end of July to the middle of August, during which exam results are subject to an embargo.
1.1.4. ‘Purpose’ means the confirmation of Applicant status for the purpose of qualification of eligibility for some change to or extension of the services or products provided by, or offered by a User.  The Service produce a ‘reported status’ to indicate that any Applicant record searched has progressed to one of a number of stages in the applications process, which include:
1.1.4.1. applied to;
1.1.4.2. received an offer from;
1.1.4.3. firmly accepted an offer from; or
1.1.4.4. placed with
1.1.5. ‘Service’ means the provision of confirmation of an Applicant’s UCAS application status by UCAS for the Purpose as set forth at paragraph 3.
1.1.6. ‘Service Period’ means the period in which the Service is available in any application cycle and is typically February to October in each year.
a university, or universities; a college, or colleges to commence during the then current Service Period.
1.1.7. ‘UCAS’, ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means the Universities and Colleges Admissions Service.
1.1.8. 'Use' means Customer’s application of the Service for the Purpose.
1.1.9. ‘User Data’ means your customer data used by you for the Purpose for which you accept all liability.

2. Interpretation


2.1. Use of singular forms of address under these terms and conditions shall have the same meaning in respect of multiple Users.

3. The Service


3.1 UCAS will upon receipt of either the 16 digit UCAS code, or the 4 digit UCAS status code + customer first name + customer last name + customer date of birth confirm the student’s application status, if any, to the Customer.
3.2 If matching student details are found, UCAS will return the student’s application status to the Customer. The application status can be one of the following four values: Applied; Offered; Firm Offer and; Placed. There is also an option for UCAS to include the length of the student’s course in the information returned to the Customer.
3.3 You warrant and represent to us that in using the Service, you have obtained all necessary consents from the data subjects.
3.4 We both will (and will procure that any staff involved in the Use of the Service) comply at all times with the requirements of the Data Protection Act 2018 (the ‘Act’) as applied and including any instruments and secondary legislation which draws its authority from the Act from time to time amended and/or repealed and re-enacted (as if it were UCAS) and will perform its obligations under this Agreement in such a way as to ensure that UCAS does not or is not likely to breach any of its obligations under the Act. In providing the Services set out in the order form which are governed by the terms of this Agreement, UCAS is acting as Data Controller of the underlying data used during the identification process and you are acting as Data Controller for the status validated status of the applicant received through the service.
3.5 This Service does not affect your freedom under fair dealing or fair use or any other copyright or database right exceptions and limitations.
3.6 During the Embargo Period the matching datasets  used to provide matching information via the Application Programming Interfaces will not be updated.

4 The Service Fee


4.3 The Service will be made available to the User upon receipt of a confirmed order committing the User to payment of the agreed price of supply (the ‘Service Fee’).
4.4 Any breach of your obligation under paragraph 3.6 of these terms shall render the Service Fee immediately due in full without otherwise limiting the remedies available to us for such breach.
4.5 Order placement is deemed acceptance of these Terms and Conditions.

5 Your rights and obligations in Using the Service


5.3 These include rights to:
5.3.1 store, access, copy, publish at a corporate level, distribute and transmit the Data and solely for the Purpose;
5.3.2 adapt the Service to integrate with a User’s existing computer and service support systems; and/or
5.3.3 exploit the Service commercially and non-commercially for example, by combining the Result(s) with other data, or by including the Service functionality in your business data systems or application and within your own organisation.
5.4 In addition you may, with our consent, which we will not unreasonably withhold or delay, use UCAS logos, trademarks and wordmarks and copyright Service-related information in materials you create to describe or promote the Service, as you provide it to your customers.
5.5 You must (where you do any of the above) credit us, as the source of the Service in your product or application by including or linking to any accreditation we produce and, where possible, provide a link to the Service page on our Website; if we provide no alternative accreditation, then you must use the following:
‘The status of an applicant’s’ application has been provided by the Universities and Colleges Admissions Service Digital Identification Data Service.’
5.6 The requirements are conditions of this Service Agreement and if you fail to comply with them, then the rights granted to you under this Service Agreement, or any licence granted by us, will end  automatically.
5.7 UCAS reserves the right to suspend the access of any user to the Service pending further investigation if it reasonably believes that the user is putting the Service to any use which is inconsistent with or not included in the Purpose. 

6 Exemptions


6.3 The licence granted under paragraph 5 does not extend to:
6.3.1 any personally identifiable information found to be included in the Service which may be read as such. UCAS must be informed immediately if such an incident occurs;
6.3.2 any attempt to use the information provided in a way which: 
i. is or would be inconsistent with the Purpose (e.g. any attempt to  identify individuals who are not customers of the User which would be a breach of Section 171 of the Data Protection Act 2018).
6.3.3 third party rights we are not authorised to license; and
6.3.4 other intellectual property rights, including any trademarks and/or design rights not expressly granted under paragraph 5.

7 Non-endorsement


7.3 The rights available under these Terms do not grant you any right to use the Service in a way that suggests any partnership, joint venture or agency arrangement between you and UCAS or that UCAS endorses you, your products, your services or your use of our Service in any way.

8 Warranties and Indemnities


8.3 You represent, warrant and undertake that in processing User Data you will comply with the Data Protection Act 2018 and all applicable laws and regulations relating to the processing of personal data and privacy, as from time to time amended and/or re-enacted, including relevant guidance and codes of practice issued by the Information Commissioner’s Office.
8.4 The Service is provided 'as is' and UCAS excludes all representations, warranties, obligations and liabilities in relation to the Service to the maximum extent permitted by law.
8.5 We shall not be liable for any errors or omissions in information provided under the Service or for any loss, injury or damage of any kind caused by its use. 
8.6 We do not guarantee that the Service will continue, or operate without fault, interruption or error and offer no warranty as to availability.
8.7 You will indemnify and hold us harmless in the event of any claim or accusation that your use of the Service in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.

9 Anti-Bribery

 
You will comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

10 Severability


In the event any provision of this Agreement is held to be invalid or unenforceable, the affected provision shall be deemed amended to the extent necessary to render it enforceable; unaffected provisions of this Agreement will remain in full force and effect.

11 Waiver


The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

12 Entire Agreement


This Agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement. 

13 Governing Law


This Agreement is governed by the laws of England and any dispute or claim which arises, shall be exclusively subject to the jurisdiction of the English Courts.


Terms and conditions for EXACT service

Terms and Conditions for EXACT Service

This Licence agreement is a legal agreement between you (you and your) and UCAS Media Limited of Rosehill, New Barn Lane, Cheltenham, Gloucestershire, GL52 3LZ (us, we, and our).  UCAS Media is a wholly owned subsidiary of Universities and Colleges Admissions Service (“UCAS” English company number 02839815). UCAS owns the copyright and any database rights in the EXACT Data and has granted UCAS Media the right to license the EXACT Data to third parties. UCAS Media has agreed to provide the Services to you on the terms set out in this agreement. As part of the Services, UCAS Media grants you a Licence to use the EXACT Data for a specific business purpose on the terms set out in this agreement. Together with your Order Acknowledgment, this agreement comprises the entire agreement between you and UCAS Media in respect of the supply of the Exact Data.

AGREED TERMS


1. DEFINITIONS


1.1 The definitions in this clause apply in this agreement. Agreed Purpose: means the purpose set out the relevant Services which applies to the licence type from Schedule 1 and listed on the Order Acknowledgment. Commencement Date: means the date of this agreement, as set out in the Order Acknowledgement. Confidential Information: the EXACT Data, any Manipulated Data and all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure. Derived Data : any EXACT Data (wholly or in part) Manipulated to such a degree that it:
a) cannot be identified as originating or deriving directly from the EXACT Data or the Services and    cannot be reverse-engineered such that it can be so identified; and 
b) is not capable of use substantially as a substitute for the EXACT Data or the Services, and from which the original EXACT data cannot be derived.
EXACT Data: the data or information, in whatever form, set out in the Order Acknowledgement and the provision of which comprises the Services (wholly or in part).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. 
Licence: the licence granted in clause 2.
Manipulate: to combine or aggregate or adapt the EXACT Data (wholly or in part) on its own or in combination with other data or information. 
Manipulated Data: includes any Derived Data    and any EXACT Data which has been Manipulated, including any EXACT Data manipulated to such a degree that it: (a) cannot be identified as originating or deriving directly from the EXACT Data and cannot be reverse-engineered such that it can be so identified; and (b) is not capable of use substantially as a substitute for the EXACT Data.
Own Data: means data which you already have access to for the purpose of Schedule 1.
Personal Data: as set out in the applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018.
Representatives: in respect of a party, that party's employees, officers, representatives or advisers involved in the provision or receipt of the Services who need to know the confidential information in question.
Security Feature: any security feature including any encryption or other key, PIN, password, token or smartcard.
Services: means the services to be provided and the EXACT Data to be supplied by us to you, in accordance with the service descriptions set out in Schedule 1 and as detailed on the Order Acknowledgement.
System: any information technology system(s) owned or operated by you to which the EXACT Data will be received by you.
Term: the duration of this agreement, as set out in the Order Acknowledgment.
User: any of your employees authorised by you to access and use the Services (wholly or in part), using their own unique identifier provided by UCAS Media.
User Restrictions: the obligations set out in Schedule 2.

2. LICENCE


2.1 We are not obliged to accept every order for EXACT Data and we reserve the right to refuse to accept an order on certain grounds at our sole discretion, such as if we reasonably consider that your intended use would not be consistent with terms of the Licence, the User Restrictions or the spirit and intention of the agreement.   
2.2 We grant to you a limited, non-exclusive, non-transferable, non-assignable and revocable Licence during the Term, subject to the User Restrictions, to:
(a) access, view and Manipulate the EXACT Data and to create Derived Data   ; 
(b) store the EXACT Data and Manipulated Data on your System; and
(c) to make EXACT Data and Manipulated Data accessible to Users on your System at your premises;
for your own internal business use (which shall not include the use of the EXACT Data by, or for the benefit of, any person other than your employees).
2.3 Except as expressly provided in this agreement, or as permitted by law, you shall not:
(a) use the EXACT Data (wholly or in part) in any way other than for the Agreed Purpose; or
(b) redistribute or circulate the EXACT Data (wholly or in part) outside your organisation except as expressly permitted by Schedule 1 for the relevant Services; or
(c) use the EXACT Data for any purpose contrary to any law or regulation or any regulatory code, regulatory guidance, or regulatory request; or   
(d) use the EXACT Data (whether alone or in combination with any other data) to (re-) identify individuals or reveal Personal Data summarised within the EXACT Data or attempt to do so; or
(e) use the EXACT Data (whether alone or in combination with any other data) to infer any data that could be deemed commercially sensitive about us or any other third party or any data that could be deemed market-sensitive    .
2.4 You shall observe the User Restrictions.

3. SERVICES


3.1 During the Term, we shall supply the Services to you. 
3.2 By giving you as much prior notice as reasonably practicable, we may change at any time:
(a) the content, format or nature of EXACT Data or the Services; and
(b) the means of access to the EXACT Data or the Services.
3.3 UM will use its reasonable endeavours to ensure the continuity of the Services at all times with a view to ensuring the availability of the EXACT Data.

4. CHARGES


4.1 For the performance of the Services, you shall pay us the Charges set out in the Order Acknowledgment.
4.2 We shall be entitled to invoice you as set out in the Order Acknowledgment or upon delivery of the Services. The invoice shall specify if payment by you is required in advance of the service, or strictly within 30 days from date of invoice. Payment shall be made in full without deduction or set-off by the due date.
4.3 Time shall be of the essence regarding your obligation to make payments and such obligations are material obligations for the purpose of clause 13.2(b).
4.4 We may charge interest at an annual rate of 4% above the base rate of Barclays Bank, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by us of the full amount, whether before or after judgment.
4.5 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by you in addition at the rate and in the manner for the time being prescribed by law.

5. AUDIT


5.1 You shall keep, in paper and electronic form, at your normal place of business detailed, accurate and up-to-date records (Records) showing, during the previous seven years   the steps taken by you to comply with the User Restrictions. You shall ensure that the Records are sufficient to enable us to verify your compliance with its obligations under this clause 5. 
5.2 You shall permit us and our third party representatives, on reasonable notice, to gain physical access to, and to inspect and take copies of, the Records and any other information held at your premises or on your System relating to the EXACT Data for the purpose of auditing the accuracy of the Records and your compliance with its obligations under this agreement.

6. UNAUTHORISED USE

 
6.1 If any unauthorised use is made of the EXACT Data and such use is attributable to your or your Users’ acts or omissions then, without prejudice to our other rights and remedies, you shall immediately be liable to pay us an amount equal to the Charges that we would have charged had we authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate provided for in clause 4.4 from the date of that unauthorised use to the date of payment. We also reserve the right to take such further action against you, and enforce such additional rights, as we may consider are appropriate in the circumstances.
6.2 You indemnify us for all losses, liability and claims, arising from your unauthorised use of the EXACT Data.

7. CONFIDENTIALITY


7.1 You acknowledge that the unauthorised disclosure of EXACT Data or Manipulated Data may substantially prejudice our interests and the interests of our Group.
7.2 The term Confidential Information does not include any information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 7);
(b) was available or known to the receiving party on a non-confidential basis before disclosure by the disclosing party; 
(c) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or  
(d) the parties agree in writing is not confidential or may be disclosed. 
7.3 You shall keep the Confidential Information confidential and shall not: 
(a) use any Confidential Information except for the purpose of exercising or performing your rights and obligations under this agreement; or
(b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause or if agreed by us in writing in advance of any disclosure. 
7.4 You may disclose the Confidential Information to those of your employees who need to know that Confidential Information for the Agreed Purpose, provided that:
(a) you inform those employees of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, you are responsible for the employees’ compliance with the confidentiality obligations set out in this clause 7.
7.5 You may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you give the other party as much advance notice of the intended disclosure as possible.
7.6 We reserve all rights in our Confidential Information. No rights or obligations in respect of our Confidential Information, other than those expressly stated in this agreement, are granted to you, or are to be implied from this agreement.
7.7 The provisions of this clause 7 shall continue to apply after termination of this agreement.

8. ANNOUNCEMENTS


No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction. 

9. SECURITY AND PASSWORDS


9.1 You shall ensure that the EXACT Data are kept secure and where necessary, in an encrypted form  , and shall use the best available security practices and systems applicable to the use of the EXACT Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the EXACT Data.
9.2 Where we use Security Features in relation to the Services (wholly or in part), the Security Features must, unless we notify you otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
9.3 If you become aware of any misuse of any EXACT Data, or any security breach in connection with this agreement that could compromise the security or integrity of the EXACT Data or otherwise adversely affect us or if you learn or suspect that any Security Feature has been revealed to or obtained by any unauthorised person, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.
9.4 You agree to co-operate with our reasonable security investigations.
9.5 We may change Security Features on notice to you or your Users for security reasons.

10. INTELLECTUAL PROPERTY RIGHTS OWNERSHIP


10.1 You acknowledge that: 
(a) all Intellectual Property Rights in the EXACT Data and the Manipulated Data are our property or that of our licensors, as the case may be, and that rights in the EXACT Data and Manipulated Data are licensed (not sold) to you;
(b) you shall have no rights in or to the EXACT Data or the Manipulated Data other than the right to use them in accordance with the express terms of this agreement; and 
(c) we and our licensors have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the EXACT Data.
10.2 You assign to us, and shall assign to us, with full title guarantee all Intellectual Property Rights in any Manipulated Data you may create, by way of future assignment (but shall be deemed to be included in this agreement from the date when such rights arise). We acknowledge that we have no claim to the intellectual property rights in any of the processes or methodologies you may use to create Manipulated Data  .
10.3 You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at our cost, promptly execute such documents and perform such acts as we may reasonably require for the purpose of giving full effect to this agreement. 
10.4 The Intellectual Property Rights assigned to us under clause 10.2 shall be deemed to be included in the Licence from the date when such rights arise. 
10.5 You shall co-operate with us to protect the goodwill and reputation of the Services. 
10.6 Any display of the Services by you shall credit, wherever technically and commercially feasible, UCAS Media, any licensor of ours or any other source of the EXACT Data specified by us as the source of the EXACT Data. 
10.7 You acknowledge that any reference to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by you as free for general use, outside the scope of the use authorised by this agreement.

11. WARRANTIES


11.1 We warrant that it has the right to license the receipt and use of EXACT Data as specified in this agreement.
11.2 Except as expressly stated in this agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
11.3 Without limiting the effect of clause 11.2, we do not warrant that: 
(a) the supply of the EXACT Data will be free from interruption; 
(b) the Services will run on your System;
(c) the EXACT Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
(d) the EXACT Data has been tested for use by you or any third party or the EXACT Data will be suitable for or be capable of being used by you or any third party.

12. LIMITATION OF LIABILITY


12.1 You acknowledge that the EXACT Data has not been prepared to your specification and that it is therefore your responsibility to ensure that the EXACT Data meets your requirements.
12.2 Neither party excludes or limits liability to the other party for any matter in respect of which it would be unlawful for the parties to exclude liability.
12.3 Subject to clause 12.2, we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: 
(a) any loss (whether direct or indirect or consequential) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption (whether direct or indirect) of data or information or business interruption;
(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
(d) any loss or liability (whether direct or indirect) under or in relation to any other contract.
12.4 Subject to clause 12.2, our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract shall in all circumstances be limited to a sum equal to the total Charges paid or payable by you to us in respect of the Services that gave rise to the liability.
12.5 Any dates quoted for delivery of the Services are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Services that is caused by an event within the scope of clause 14 or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Services.

13. TERM AND TERMINATION


13.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 13.2 this agreement shall continue for the Term. 
13.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, we may terminate this agreement with immediate effect by giving written notice to you if:
(a) you fail to pay any Charges due under this agreement on the due date for payment and remain in default not less than 14 days after being notified to make that payment; 
(b) you commit a material or persistent breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fail to remedy that breach within a period of 14 days after being notified to do so;
(c) you:
(i) suspend, or threaten to suspend, payment of your debts;
(ii) are unable to pay your debts as they fall due or admits inability to pay your debts;
(iii) (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
(iv) (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(v) (being a partnership) have any partner to whom any of clause 13.2(c) apply;
(d) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; 
(e) you have a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(f) in our reasonable opinion, we determine that:
(i) you are acting in a manner which is not suitable to be associated with us or which could in any way bring us into disrepute; or
(ii) your exploitation or use of the EXACT Data falls outside the spirit and intention of the Services.
13.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
13.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13.5 On any termination of this agreement for any reason or expiry of the Term, all rights granted to you under this agreement and the Licence shall cease and you shall immediately pay any outstanding amounts owed to us under this agreement and, within a reasonable period of termination or expiry ensure that there is no further use of the Services in any of your products or applications and all activities authorised by this agreement shall cease.
13.6 On any termination of this agreement for any reason or expiry of the Term:  
(a) you shall as soon as reasonably practicable return, delete or destroy (as directed in writing by us) all data, information, software, and other materials provided to it by us in connection with this agreement; and
(b) without limiting the effect of clause 13.6(a), you shall as soon as reasonably practicable ensure that all EXACT Data and Manipulated Data (excluding any Derived Data      ) is deleted from your System,
and any electronic data shall be considered deleted, for the purpose of this clause 13.6, where it has been put beyond use by you.
13.7 You shall provide written confirmation (in the form of a duly authorised and signed letter) of compliance with clause 13.6(a) and also clause 13.6(b) no later than 14 days after termination of this agreement.
13.8 If you are required by any law, regulation, or government or regulatory body to retain any documents or materials that you would otherwise be required to return or destroy under clause 13.6, you shall notify us in writing of that retention, giving details of the documents or materials that you must retain. You shall not be in breach of clause 13.6 with respect to the retained documents or materials, but clause 7 shall continue to apply to them.

14. FREEDOM OF INFORMATION


14.1 You acknowledge that we (or any member of our Group) may be subject to the requirements of the Freedom of Information Act 2000 (FOI). You shall:
(a) provide all necessary assistance and co-operate as reasonably requested by us (or by any member of our Group) to enable us (or any member of our Group) to comply with our obligations under the FOI;
(b) promptly (and in any event within three (3) business days) transfer to us any and all requests for information under the FOI that you receive in relation to this agreement;
(c) provide us (or any member of our Group) with a copy of all information belonging to you which is in your possession or control within 72 hours of being requested to do so; and
(d) not respond directly to any request for information under the FOI that you receive in relation to this agreement unless authorised in writing to do so by us (or any member of our Group) unless required by law.
14.2 You acknowledge that we (or any member of our Group) may be required under the FOI to disclose information without consulting or obtaining your consent. We (or any member our Group) shall be solely responsible for determining whether any information is exempt from disclosure in accordance with the FOI. We shall not be in breach of our obligations under any other clause of this agreement by reason of complying with our obligations under the FOI.

15. COMMUNICATIONS BETWEEN US


15.1 Any notice or other communication given by you to us, or by us to you under or in connection with this contract shall be in writing and shall be sent by email to an appropriate email address of the addressee.
15.2 Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.  
15.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.  

16. OTHER IMPORTANT TERMS


16.1 This agreement is personal to you and you shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement.
16.2 This 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.
16.3 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.
16.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
16.5 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.6 Each of the conditions of this agreement operates separately. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
16.7 Clauses 5-8, 10, 12, 13.6-13.8 and 14-16 shall continue to apply after the Term.
16.8 The Universities and Colleges Admissions Service (English company number 02839815) shall be entitled to enforce the terms of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. Subject thereto, a person who is not a party to this agreement shall not have any rights to enforce any term of this agreement.
16.9 Except as expressly provided in this agreement, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.10 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving seven (7) days' written notice to the affected party.
16.11 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.12 If there is any uncertainty between any provision contained in the body of this agreement, the Order Acknowledgment or any provision contained in the Schedules, the provision in the body of this agreement shall prevail.
16.13 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
16.14 This agreement 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.

Schedule 1 Licences  

Part A

Internal Use Licence
Where we have granted you an ‘Internal Use’ Licence, then you must use the EXACT Data and Manipulated Data strictly for internal use within your organisation only.
Unless otherwise expressly set out in this agreement, or as otherwise permitted by law, you must not:

  • publish any of the EXACT DATA or Manipulated Data, or any results, trends or information derived from the EXACT DATA;
  • allow anyone else to publish any of the EXACT Data or Manipulated Data, or any results, trends or information derived from the EXACT Data;
  • circulate or disclose any of the EXACT Data or Manipulated Data    to any person outside your organisation;
  • share, provide or give access to the EXACT Data or any Manipulated Data to any third party (other than your authorised Users) without our prior written agreement;
  • sell or use (or allow anyone else to sell or use) any EXACT Data or Manipulated Data to make financial or commercial gain;
  • use the EXACT Data in your products or services; nor
  • share, provide or give access to the EXACT Data or any Manipulated Data to a non-employee consultant  unless you notify us in advance and you enter into an agreement on same terms of this Licence which contains a confidentiality clause to ensure that the consultant only uses the EXACT Data in relation to your internal business purposes.

If you are a higher education provider who is registered with UCAS, you may elect through the EXACT service to receive data relating to the applications/choices made to you, and/or data relating to an applicant who has made at least one choice to you for your Own Data. The EXACT Data will be provided as raw unrounded (true) counts, or as statistics derived from raw unrounded (true) counts, or as individual-level records referenced by an identifier. Where unrounded or individual-level data is provided in this way, you acknowledge that this is personal data (in accordance with applicable data protection laws), and you undertake to handle and process this data in accordance with all applicable data protection laws.

Part B

Provider Subscription Licence
Where we have granted you a ‘Provider Subscription’ Licence, then you may:

  • submit one request per working day (i.e.. Monday to Friday, except English bank holidays) before 5pm (requests received after 5pm shall be processed and counted on the following working day); 
  • the EXACT Data shall be delivered within two working days; and 
  • requests may not be accrued or carried over to the next working day, any unused daily requests shall be lost.

Unless otherwise expressly set out in this agreement, or as otherwise permitted by law, you must not:

  • You shall only use the EXACT Data and Manipulated Data strictly for internal use within your organisation only;
  • publish any of the EXACT DATA or Manipulated Data, or any results, trends or information derived from the EXACT DATA;
  • allow anyone else to publish any of the EXACT Data or Manipulated Data, or any results, trends or information derived from the EXACT Data;
  • circulate or disclose any of the EXACT Data including Manipulated Data to any person outside your organisation;
  • share, provide or give access to the EXACT Data or any Manipulated Data to any third party (other than your authorised Users) without our prior written agreement;
  • sell or use (or allow anyone else to sell or use) any EXACT Data or Manipulated Data to make financial or commercial gain;
  • use the EXACT Data in your products or services; nor
  • share, provide or give access to the EXACT Data or any Manipulated Data to a non-employee consultant provided you notify us in advance and you enter into an agreement on same terms of this Licence which contains a confidentiality clause to ensure that the consultant only uses the EXACT Data in relation to your internal business purposes.

 
Part C

Standard Licence
Where we have granted you a ‘Standard’ Licence, then you may:

  • publish or permit to be published a maximum of one hundred individual pieces of the EXACT Data or Manipulated Data (being a number, count, percentage or any other statistic provided under this Licence, or any other number derived or calculated therefrom), subject to you not publishing or permit to be published any EXACT Data or Manipulated Data before any publication date we may communicate to you; and
  • share, provide or give access to the EXACT Data or any Manipulated Data to a non-employee consultant provided you notify us in advance and you enter into an agreement on same terms of this Licence which contains a confidentiality clause to ensure that the consultant only uses the EXACT Data in relation to your internal business purposes. 

Unless otherwise expressly set out in this agreement, or as otherwise permitted by law, you must not:

  • publish any of the EXACT DATA or Manipulated Data, or any results, trends or information derived from the EXACT DATA;
  • allow anyone else to publish any of the EXACT Data or Manipulated Data, or any results, trends or information derived from the EXACT Data;
  • circulate or disclose any of the EXACT Data including Manipulated Data to any person outside your organisation;
  • sell or use (or allow anyone else to sell or use) any EXACT Data or Manipulated Data to make financial or commercial gain;
  • use the EXACT Data in your products or services.

Part D

Publication Licence
Where we have granted you a ‘Publication’ Licence, then you may:

  • use the EXACT Data strictly in accordance with the Agreed Purpose;
  • adapt the EXACT Data to integrate with your Systems for the Agreed Purpose;
  • combine the EXACT Data with other data, or include the EXACT Data in your service functionality data systems or application and within your own organisation.

You must (where you do any of the above) credit us as the source of the EXACT Data or Manipulated Data in your product or application by including or linking to any accreditation we produce and, where possible, provide a link to the service page on our website. If we provide no alternative accreditation, then you must use the following: ‘The EXACT Data  has been provided by the Universities and Colleges Admissions Service.’
Unless otherwise expressly set out in this agreement, or as otherwise permitted by law, you must not:

  • publish the EXACT Data in its entirety;
  • allow anyone else to publish the EXACT Data in its entirety;
  • publish any of the EXACT DATA or Manipulated Data, or any results, trends or information derived from the EXACT DATA;
  • allow anyone else to publish any of the EXACT Data or Manipulated Data, or any results, trends or information derived from the EXACT Data;
  • circulate or disclose any of the EXACT Data including Manipulated Data to any person outside your organisation for use by any other organisation;
  • sell or use (or allow anyone else to sell or use) any EXACT Data or Manipulated Data to make financial or commercial gain; nor
  • use (or allow anyone else to use) any EXACT Data or Manipulated Data to drive advertising revenue.

We reserve the right to terminate a Publication Licence if we reasonably believe that you are putting the EXACT Data to any use which is inconsistent with or not included in the Publication Licence. The rights available under the Publication Licence do not grant you any right to use the EXACT Data in a way that suggests any partnership, joint venture or agency arrangement between you and us or that we endorse you, your products, your services or your use of the EXACT Data in any way.

Schedule 2 User Restrictions

1. User Restrictions  
1.1 You shall:
(a) limit access to the Services to the Users (unless expressly permitted by the applicable Licence terms in Schedule 1);
(b) only make copies of the EXACT Data to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing (unless expressly permitted by the applicable Licence terms in Schedule 1);
(c) not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request; 
(d) not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the EXACT Data for any purpose not expressly permitted by this agreement;
(e) not copy, modify, decompile, reverse engineer or create derivative works from any EXACT Data associated with the Services, except to the extent permitted by any applicable law; and
(f) not do anything which may damage our reputation, the EXACT Data or the Services.
1.2 You shall not be permitted to use our trade marks and logos.

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Courses Data – Terms of Supply

The Universities and Colleges Admissions Service provides commercial organisations with Courses Data for education providers using the UCAS Course Marketing Service.

This includes updates which are available via the self service capability on UCAS.com. The Courses Data can only be used for an Agreed Purpose which shall be set forth in your order form/order confirmation and is subject to the following Terms. Together with your order form / order confirmation these Terms comprise the entire agreement between you and UCAS in respect of the supply of Courses Data (our ‘Agreement’).

UCAS Media reserves the right to vary, update or replace these Terms at any time and will make the latest iteration of these Terms available to you on www.ucasmedia.com.

1. Definitions

1.1. In these Terms, the terms below have the following meanings:

 1.1.1. ‘Customer’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate, acquiring limited rights granted in the Courses Data.

1.1.2. 'Use' means doing any act which is restricted by copyright or database right, whether in the original medium or in any other medium, and includes without limitation distributing, copying, adapting, modifying as may be technically necessary to use it in a different mode or format.

1.1.3. 'Licensor', ‘UCAS Media’, ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means the Universities and Colleges Admissions Service and/or any of its group companies.

1.1.4. ‘Course(s) Data’ means data supplied by you for the Agreed Purpose.

1.1.5. ‘Agreed Purpose’ means Customer a specific purpose as set forth in your order form. If no Agreed Purpose is included in a Customer’s order then the Agreed Purpose shall be republication for individual course search purposes on a single website owned and operated by Customer solely for Customer’s benefit.

2. Interpretation

2.1. Use of singular forms of address under these Terms shall have the same meaning in respect of the multiple form in each case.

3. Using the Courses Data

3.1. UCAS Media grants you a non-exclusive, non-transferable and non-assignable licence to use the Courses Data for the Agreed Purpose.

3.2. The Courses Data will be made available to you upon receipted payment of the agreed fee (the ‘Fee’) for a period of one (1) year (‘the Licence Period’).

3.3. The Courses Data is provided in CSV or XML file formats for download using the self-service portal on www.ucas.com or as detailed on the order form.

3.4. The rights granted to you include the right to:

3.4.1. store, access, copy and publish the Courses Data for the Agreed Purpose; and

3.4.2. adapt the Courses Data to enable you to Use the Courses Data for the Agreed Purpose;

3.5. You must (where you do any of the above) credit us, as the source of the data in your product or application by including or linking to any accreditation we produce and, where possible, provide a link to this licence; if we provide no alternative accreditation, then you must use the following: ‘The courses data has been supplied by the Universities and Colleges Admissions Service.’

3.6. You must update the Courses Data in use by you frequently, but in any event no less frequently than every sixty (60) days provided UCAS has made updated data available during that period.

3.7. These are important conditions of this licence and if you fail to comply with them the rights granted to you under this licence, or any similar licence granted by the Licensor, will end automatically.

3.8. The licence does not affect your freedom under fair dealing or fair use or any other copyright or database right exceptions and limitations.

3.9. You must not re-title or represent the Course Data to suggest any purpose inconsistent with the Agreed Purpose.

3.10. The use of Courses Data to establish any admissions service which could at any time compete with UCAS or any attempt to launch such a service constitutes a material breach of this Agreement.

4. Exemptions

4.1. This licence does not cover:

4.1.1. any third party rights; and

4.1.2. other intellectual property rights, including trademarks and design rights.

5. Non-endorsement

These Terms do not grant you any right to use the Courses Data in a way that suggests any special relationship between the parties or that we endorse you, your business activities or aims or your use of the Courses Data.

6. Non compete

You shall at no time launch any service or business which is similar or in any way competitive with any services provided by UCAS.

7. No Warranty

7.1. The Courses Data is supplied 'as is' and UCAS excludes all representations, warranties, obligations and liabilities and offer no indemnity in relation to the Courses Data or accuracy thereof to the maximum extent permitted by law.

7.2. UCAS offers no warranty regarding the frequency with which Courses Data files for download shall be updated.

8. Liability

8.1. UCAS is not liable for any errors or omissions in the Courses Data nor shall we be liable for any loss, injury or damage of any kind caused by its use.

8.2. We do not guarantee the continued supply of the Courses Data.

8.3. You will indemnify UCAS on demand and hold UCAS harmless in the event of any claim or accusation that the your use of the Course Data in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.

9. Suspension

9.1. UCAS may suspend the supply of Courses Data if:

9.1.1. UCAS has reasonable grounds to believe that Customer has not complied with these Terms; or

9.1.2. the provision of the Courses Data to Customer would or be likely to damage, or the acts or omissions of Customer have damaged, the goodwill or reputation of UCAS.

9.2. UCAS will notify Customer of such suspension and the cause as soon as reasonably possible (and where reasonably practical, will endeavour to give notice in advance of such suspension).

 9.3. UCAS will notify Customer of the outcome of any investigation.

9.4. Suspension shall not affect Customer's obligation to pay the Fee during any period of Suspension. UCAS reserves the right to charge Customer a reasonable Administration Fee for removal or reinstatement of any supply of Courses Data.

10. Termination for Breach

10.1. Either Party may terminate this Agreement if the other party is in material or persistent breach of these Terms, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied. If the breach is not remedied within twenty-one (21) days of the date of the notice then this Agreement shall end on the expiry of the notice period. If the breach is not remediable, termination will take effect immediately.

10.2. If UCAS has reasonable grounds for believing that Customer is in breach of any of clauses 3, 4, 5, and 6 UCAS may immediately suspend the supply of Course Data under clause 9 and if Customer fails to correct such breach (if capable of remedy) within seven (7) days of receiving notice of such breach, UCAS may immediately terminate this Agreement by written notice to Customer.

11. Termination for Insolvency

11.1. Either party may terminate this Agreement in whole or in part immediately by notice in writing if the other party:

11.1.1. ceases, threatens to, or suspends trading or carrying on business (other than temporarily by reason of a strike); or

11.1.2. 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 which is similar to or analogous with any above-mentioned action or procedure.

12. Effect of Termination

12.1.On termination or expiry of this Agreement:

12.1.1. You must cease using the Courses Data provided under this licence.

12.1.2. Your access to the self-service portal shall be terminated with immediate effect.

12.1.3. If UCAS terminates this Agreement pursuant to section 10 or 11 then any amounts payable shall fall immediately due and you shall not be entitled to any refund of the Fee in respect of any unexpired Licence Period.

13. Governing Law

13.1. This licence is governed by the laws of England and any dispute or claim which arises, shall be subject to the jurisdiction of the English Courts.

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Terms and conditions - Advertising

Definitions and Acceptance of the Terms and Conditions

Terms and conditions - Advertising

UCAS Media Limited (‘us, we, our and “UCAS Media”’) accepts responsibility for publishing online advertisements (the ‘Advertisements’) on UCAS websites, such as www.ucas.com and/or careerfinder.ucas.com (the ‘Websites’), on the terms and conditions set out below (‘Terms’). UCAS Media is a wholly owned subsidiary of Universities and Colleges Admissions Service (UCAS). Our Brand Safety Policy can be found here.
By placing an order, the organisation placing the order for Advertisements or the person placing the order for Advertisements on behalf of the Advertiser (the advertising agency or media buyer for such advertiser) (both “the Advertiser, you, your”) accepts and agrees to be bound by these Terms.

1. Definitions

1.1 "Campaign" shall mean any mailing, web advertising service, emailing service, SMS service, printed advert or any other such service undertaken by us for you.
1.2 "Confidential information" means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, trading practices, services, developments, trade secrets, Intellectual Property rights, know-how, personnel and all personal data and sensitive personal data within the meaning of the Data Protection Act 2018.
1.3 "Intellectual Property" means patents, registered designs, trade marks and service marks (whether registered or not), domain names, copyright, database right, moral right, design right and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, computer programs, confidential information, business names, goodwill and in applications for protection of the above rights.

2. Delivery of Advertisements

2.1. We shall be responsible for developing, operating and maintaining the Websites. Advertisement copy must be provided by you no later than the deadline specified and in accordance with the Website technical specification which can be requested by emailing ucasmedia@ucas.ac.uk
2.2. Publication of an Advertisement on the Website does not mean that we accept the Advertisement has been provided in accordance with these Terms or that we  have waived our rights under these Terms.
2.3. We may, in our sole discretion and without liability, reject, cancel or require any Advertisement to be amended that we consider unsuitable or contrary to these Terms and remove, suspend or move any such Advertisement. We may refuse to publish any Advertisement for any Advertiser whose account is not fully paid at the date of posting. You will remain responsible for all outstanding charges.
2.4. You guarantee to us that:
(i) any information supplied in connection with the Advertisement is accurate, complete, true and not meant to mislead;
(ii) you have obtained the consent of any individual whose name or image (in whole or in part) is used in an advertisement to such use;
(iii) Advertisements will not damage, demean or otherwise diminish the image or reputation of UCAS, UCAS Media or the Website, and will not include anything which UCAS Media reasonably considers to be offensive;
(iv) Advertisements comply with the provisions of any applicable law, regulation or codes of practice in operation and with the guidance of any relevant regulatory authority, are not libellous or obscene and do not infringe the rights of any person (including Intellectual Property rights);
(v) materials submitted for publication online will be free of any viruses, adware, malware, or any other form of code created with malicious intent adversely to effect the operation of the Website(s).
2.5. Where you are not the owner or producer of a product or service advertised or included in the creative, you guarantee that you are authorised by the owner or producer of a product or service to place the Advertisement or campaign and you will indemnify and hold us harmless in the event any claim is brought by such product owner or producer against us.

3. Fees

3.1. You shall pay for the services in accordance with the order acknowledgment.
3.2 Advertisements are accepted on the basis that they will be paid for at the rate agreed on the date of publication. We may change our rates at any time by publishing the modified rates at https://www.ucasmedia.com/content/could-you-work-ucas-media. Rate changes take effect immediately and affect all Advertisements booked after the publication of the rate change.
3.3. All sums payable to UCAS Media should be made in accordance with our payment Terms & Conditions which are: we will provide services on a pre-payment basis, with receipt of cleared funds prior to the booking being confirmed. A Credit Application Form is available on request from your sales contact. Unless and until any credit facilities are granted you will remain on prepayment terms. Our standard payment terms are cleared funds 30 days from date of invoice. Payment must be received by the final working day immediately before any due date which falls on a weekend or bank holiday. As payment is due in cleared funds, under current banking conditions, cheques should be despatched and payment by bank transfer should be processed by you three working days prior to the date of posting. We reserve the right to charge interest on late payment at 4% above the Bank of England base rate from time to time.

4. Advertisements

4.1. Advertisements will target individuals in the UK.
4.2. During the Clearing period the Website/s will be offline for the first and second day of Clearing, and replaced by the Clearing website in relation to such any web booking made for the month of August will only last for 29 days.
In the event of any disagreement regarding the number of impressions served, the figures provided by us will be final and binding.
4.3. You acknowledge and accept that our estimated number of impressions may reasonably exceed the number served by up to 12% and that we offers no guarantee or warranty as to the number of impressions achieved within the campaign period.
4.4. If the number of impressions served during the campaign period is more than 12% less than the number of impressions booked by you, we shall, as your sole remedy and provided you have notified us of such under-delivery and requests, continue to serve the Advertisements after the end of the campaign period until the number of booked impressions is reached. We will not be liable for any over-delivery of impressions (including without limitation in relation to any ad-serving costs) where such over-delivery is 12% or less. Where any such over-delivery exceeds 12%, we will not be liable unless such over-delivery arises due to our act or omissions.
4.5. In the event you supplyg creative images or logos, this includes but is not limited email and SMS campaigns and web services:
4.5.1 You shall supply all creatives, images or logos to us by the date specified on the order or a minimum 5 working days prior to the commencement date of the campaign or Advertisement..
4.5.2 Provision of an additional three working days must be made available for both parties to review and sign-off all creatives, images or logos prior to the commencement date of the campaign.
4.6 In the event advertising copy is received after midday on the day before an Advertisement is due to be published, the number of impressions booked will be reduced on a pro rata basis for every 24 hours that the copy for the Advertisement is supplied after this deadline. There will be no reduction in the fee payable
4.7 We reserve the right to refuse to accept, or to request amendment of, any creative, image or logo without stating any reason beyond the fact that the creative, image or logo does not, in our sole opinion, adhere to the technical specifications detailed on ucasmedia.com/document-library or any other specification provided by us to you relating to the service being provided.
4.8 We will not be liable for any cost incurred by you for any creatives, images or logos which are not used as a result of Clause 4.7.
4.9 If the delivery of creatives, images or logos by you is delayed or suspended in any event we reserve the right to charge, the minimum fee set out in the Order, or in-full or in-part, for all services which would have been provided to you.
4.10 We make no guarantees or representations and give no warranties as to the quality and/or suitability of the Website on which Advertisements appear.
4.1 We make no guarantees or representations and gives no warranties as to the quality and/or suitability of the respondents to the Advertisements for any particular purpose whether or not stated by you.
4.12 You accept that all services supplied by us are supplied as is. We do not warrant that they shall be fit for any particular purpose.
4.13 You guarantee to us that:
4.13.1 any information supplied in connection with the creative, images or logos is accurate, complete, true and not meant to mislead;
4.13.2 it has obtained the consent of any individual whose name or image (in whole or in part) is used in an advertisement to such use;
4.13.3 the creative will not damage, demean or otherwise diminish the image or reputation of UCAS, UCAS Media or the Website, and will not include anything which UCAS or UCAS Media reasonably considers to be offensive;
4.13.4 the creative, images and logo comply with the provisions of any applicable law, regulation or codes of practice in operation and with the guidance of any relevant regulatory authority, are not libellous or obscene and do not infringe the rights of any person (including intellectual property rights);
4.13.5 materials submitted for publication online will be free of any viruses, adware, malware, or any other form of code created with malicious intent adversely to effect the operation of the Website(s).
4.14 You also guarantee to us that any landing page and/or destination site linked to from the Advertisements (‘Advertiser's Site’) will:
4.14.1 be legal, decent, honest and truthful, 
4.14.2 not be contrary to the provisions of any applicable law, regulation or code of practice, 
4.14.3  not be libellous or obscene or infringe the rights of any person (including Intellectual Property rights);
4.14.4 not damage, demean or otherwise diminish the image or reputation of UCAS, UCAS Media or the Website; 
4.14.5 be free from viruses, adware, bit torrents and/or malware, or adversely effect on the operation of the Website(s), and 
4.14.6 comply with all applicable data protection and privacy laws, regulations and codes of practice.
4.15. You further guarantee that as a minimum, any ‘free text’ description opportunities or “taglines” (“Enhanced Profile”) must:
4.15.1 comply with all applicable laws;
4.15.2 be true, complete, honest and accurate;
4.15.3 not contain any personal data (within the meaning of the data protection and privacy laws);
4.15.4 contain no marketing promotions (whether third party or otherwise);
4.15.5 not contain any viruses;
4.15.6 not be libellous or obscene or infringe the rights of any person (including Intellectual Property rights);
4.15.7 not contain any foul language or other obscenities; and
4.15.8 not contain any words, images, or material that could, in our opinion, potentially harm our reputation of the reputation of UCAS or UCAS Media.
4.17 If and to the extent that we place cookies on devices of users of the Advertiser's Site(s) or uses data collecting technology to track impressions and related data (‘Advertiser Data’), we shall notify you and you shall ensure that the Advertiser's Site complies with all applicable data protection and/or privacy laws, regulations and codes of practice.
4.18. We will use Advertiser Data solely in relation to your particular advertising campaign. Advertiser Data collected by us will be treated as your Confidential Information and will not be disclosed by us to any third party (other than our affiliates, agents and professional advisers as required in complying with our obligations under these Terms) without your approval. 
4.19 We host and serve all web advertising and performance statistics can be provided on request. In any event we do not guarantee the accuracy of performance statistics.
4.20 We are able to accommodate third party performance tracking by prior written agreement.
4.21 We do not support third party tagging under any circumstances.

5. Supply of printed materials

5.1 In the event you supply printed materials:
5.1.1 You shall supply all printed materials to us a minimum of one working week prior where us have agreed to the provision of services requiring printed materials unless otherwise stipulated in writing and agreed by both parties.
5.1.2 Provision of an additional three working days must be made available for both parties to review and sign-off all printed materials prior to the agreed date of supply.
5.2 We reserve the right to refuse to accept, or to request amendment of, any printed materials without stating any reason beyond the fact that the printed material does not, in our sole opinion, comply with our advertising policy or which does not adhere to the specifications provided by us to you relating to the service being provided.
5.3 You will ensure that all printed materials meet the standard specification for sending in our C5 sized envelopes.
5.4 We will not be liable for any cost incurred by you for any printed materials which are not used as a result of Clause 5.2 or 5.3.
5.5 If delivery of printed materials by you is delayed or suspended in any event we reserve the right to charge, either in-full or in-part, for all services which would have been provided to you.

6. Marketing activity

6.1 You give us permission to use the information it has provided in our marketing activity to promote UCAS or UCAS Media and our products and services. 
6.2  This may include the naming of you organisation, quotes from your representatives or the use of content/results about your campaigns in the following ways:-
6.2.1 Printed or online marketing collateral – e.g. brochures / product information
6.2.1  Paid for, or organic social media campaigns on Twitter or LinkedIn 
6.2.3  Content on our Website/s
6.2.4  Proactive press releases / thought leadership articles placed within key sector or national publications
6.2.6  Presentations delivered to the sector and prospective clients demonstrating products and services.
6.3  If we do intend to use information in this way your client partner will ensure that you are notified and have the right to reject this, but we will not seek further approval.

7. Data Collecting

7.1. You shall not use data collecting technology without our written authorisation and agree to use such data collecting technology and all data collected from it solely in the manner authorised by us.
7.2. Any data collected by you through such data collecting technology will be Confidential Information owned by us and will not be disclosed by you without our prior approval. In no event shall you use such data collecting technology or the data collected for the purpose of tracking or targeting users when they leave the Website or combine such data with information from other sources, without our prior written approval. You shall comply with our Privacy Policy and all applicable laws and regulations with respect to data collection. You shall delete all data collected from your servers within a reasonable period and if and as required by us and/or authorised legal or regulatory authorities.

8. Data protection

8.1 Any collection or processing of data, by both parties, shall be in accordance with the Data Protection Act, 2018. To the extent that the contract requires the processing of personal data, a separate schedule shall be drawn up:
8.1.1 Identifying any personal data likely to be processed in the course of the contract;
8.1.2 Limiting the purposes for which the personal data may be used;
8.1.3 Specifying how instructions for the processing of data will be authorised and transmitted;
8.1.4 Setting out security arrangements for the handling of personal data by us and its transmission between us.
8.2 Both parties shall take reasonable steps to ensure the reliability of its own employees who have access to the personal data.

9. Confidentiality

9.1 Subject to clause 6, both parties (and our staff, agents or sub-contractors) to the contract undertake to treat as confidential and keep secret all Confidential Information marked 'confidential' or which may reasonably be supposed to be confidential with the same degree of care that it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices. Such Confidential Information shall not be disclosed by the receiving party to others for any purpose without the prior written consent of the disclosing party.
9.2 The provisions in Clause 9.1 shall not extend to any confidential information which:
9.2.1 Is in or becomes a part of the public domain (otherwise than by breach of this contract);
9.2.2 Was in the lawful possession of the receiving party prior to the disclosure under this contract and was not unlawfully obtained directly and indirectly, or
9.2.3 Is required to be disclosed by law.
9.3 Nothing in this condition shall prevent either party to the contract from using any techniques, ideas or know-how gained during the performance of the contract in the furtherance of its business, to the extent that this does not result in a disclosure or use of Confidential Information or an infringement of intellectual property rights or in any way constitute a breach of this contract.

10. UCAS Media’s Liability

10.1. Nothing in these conditions shall exclude or restrict the liability of either party to the other for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded.
10.2 We accept no responsibility for any interruption or delay experienced in delivering any Advertisement copy to us or any loss or damage to any materials. You shall retain sufficient back-ups or copies of data and/or materials supplied to us.
10.3 We will not be responsible for any acts on its part which are required by any authority having responsibility for the regulation of online advertising.
10.4 We cannot guarantee the time, dates and/or position of Advertisements and all such decisions will be at our sole discretion. However, we will use reasonable efforts to comply with your wishes.
10.5 If a booked Advertisement is not posted due solely to a mistake made by us, we will try to re-schedule the posting at the earliest available opportunity. If the revised timing is not acceptable to you, the original booking will be cancelled and we will refund any fee paid by you in advance. This shall be your sole remedy for failure to publish the advertisement.
10.6 We shall not be responsible for errors in the materials provided and it is your responsibility to inform us of any errors, to resupply materials and to assist us in preventing any repetition of the error.
10.7 UCAS Media will not be liable for the performance of a campaign.
10.8 Subject to clause 7.1, we shall not be responsible, under any circumstances, for any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving(s), loss of income and/or any indirect loss suffered by you or any loss which could not be contemplated by either party, and our maximum total liability for any and all loss(es) or damage arising in relation to any Advertisement whether in contract, tort or otherwise shall not exceed the total fee actually paid by or on behalf of you for the relevant Advertisement.
10.9 We do not guarantee continuous, uninterrupted access to the Advertisement(s) by users of the Websites but uses reasonable efforts to provide this. In addition, we will not be responsible for any failure or delay affecting the transmission of the Websites and any Advertisements contained in them, in any manner where such failure or delay is beyond our reasonable control.
10.10. Nothing in these terms and conditions shall affect the statutory rights of an Advertiser who is a consumer.

11. Advertiser’s Liability

11.1 You shall fully and effectively indemnify and hold us harmless against all liabilities, expenses, costs, damages, and losses (including but not limited to direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses (including, without limitation, public relations costs)) awarded against, suffered or incurred by us arising out of or in connection with:
11.1.1 any claim, potential claim or allegation made against us by any third party arising out of or in connection with your acts and/or omissions (whether connected to your use of the Services or not); 11.1.2 Any breach or failure to perform of any of these Terms, particularly 17 or 18; and/or
111.1.3 the use or publication of the Advertisement by UCAS Media in accordance with these Terms; and/or
11.1.4 any claims for infringement of any intellectual property rights by reason of the use or sale of the services provided and against all costs and damages which we may incur in any action for such infringement or for which we may become liable in such action

12. Copyright and Intellectual Property

12.1 UCAS Media owns the copyright in all Advertisements it writes or designs and in those written or designed on its behalf.
12.2 You grant to us a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the content contained in your Advertisement for any purpose whatsoever. For the avoidance of doubt, you grant us the right (without fee or royalty):
(i) to use such of the Advertiser's names, trade marks and/or logos as UCAS Media may consider necessary for the purposes of publishing the Advertisements; and
(ii) to reproduce the Advertisement in any media at any time from the date the Advertisement was last published for promotional purposes. For the avoidance of doubt, the content, layout and format of any Website will be subject to variation at UCAS Media's sole discretion.

13. Cancellation

13.1 If you cancel a campaign before the commencement date, we will charge the following of the overall booked price, exclusive of VAT:
0-60 days - 100%
61-90 days - 50%
91-120 days - 15%
13.2 Subject to 34, either party may cancel an Advertisement provided that notice in writing is received by the other within the relevant cancellation period which is 30 days unless agreed otherwise. You must send notice of your intention to cancel to the person who made your booking. Cancellation will only be effective once we have confirmed to you, receipt of your notice.
613.3 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
13.3.1 you fail to pay any amount due under the Contract on the due date for payment;
13.3.2 we believe that your acts or omissions, whether related to the Advertisement or not, are likely to bring us or UCAS into disrepute;
13.3.3 you breach any of the applicable laws, regulations or codes applicable to you (whether related to your Advertisement or not);
13.3.4 you commit any other material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5  days of you being notified in writing to do so; or
13.3.5 If you are insolvent or bankrupt or is otherwise in breach of these Terms, we may treat the order as cancelled.

14. General

14.1 A person who is not a party to these Terms has no rights to rely upon or enforce any of these Terms.
14.2 any failure or delay on the part of UCAS Media in exercising its rights or remedies provided by these Terms, shall not be deemed as waiving that or any other right or remedy under these Terms.
14.3 we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
14.3.1 we will contact you as soon as reasonably possible to notify you; and
14.3.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.4 Either party may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14.5 Nothing in these Terms shall be deemed to constitute a relationship of principal and agent, a partnership, joint-venture or relationship other than one at arm’s length, between customer and supplier. Neither party shall have or hold themselves out as having the authority to act for, bind or otherwise create or accept any obligation on behalf of the other.
14.6 No provision of the contract is intended to or will confer any benefit pursuant to the Contract (Rights of Third Parties) Act 1999 or be enforceable by any person who is not a party to this contract.
14.7 These Terms and the documents referred to herein replace all previous agreements between the Advertiser and UCAS Media, and are the entire agreement between the Advertiser and UCAS Media in respect of the Advertisements. To the maximum extent permitted by law, other than as set out in these Terms, all warranties and representations, whether express or implied, are excluded.
14.8 These Terms and the obligations, contractual and non-contractual arising from them, shall be governed by English law. All disputes between the parties shall be resolved by arbitration by an arbitrator to be agreed by the parties, or, in default of agreement, to be appointed by the President of the Chartered Institute of Arbitrators and in the absence of any agreement the courts of England and Wales will have exclusive jurisdiction in relation to any disputes which may occur between parties in relation to them.
14.9 If any of the provisions in the above conditions is held to be unlawful, void or unenforceable, in whole or in part, by any competent authority, the provision shall, to the extent required, be severed from the contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract, and shall not in any way affect in any other circumstances of or the validity or enforcement of this Contract.

Exhibitor and Marketing Terms and Conditions

Click here to view terms and conditions for Exhibitions, Conferences and Subject Specific Events

All bookings made are accepted by UCAS Media Limited (‘the Company’) on the following terms and conditions. You should ensure that you have read them before completing your booking. The Organiser reserves the right to grant or refuse any booking at its sole discretion.

 

Daily Domicile Reports – Terms of Supply

 

UCAS comprises the Universities and Colleges Admissions Service and UCAS Media and provides Customers who subscribe to this service with a weekly report with the number of new applicants grouped by domicile for the Customer’s internal use.

 

The Daily Domicile Data can only be used for the Agreed Purpose and is subject to the following Terms. Together with your order form / order confirmation these Terms comprise the entire agreement between you and UCAS in respect of the supply of the Daily Domicile Reports (our ‘Licence’).

 

UCAS reserves the right to vary, update or replace these Terms at any time and will make the latest iteration of these Terms available to you on www.ucasmedia.com.

1. Definitions

1.1. In these Terms, the terms below have the following meanings:

1.1.1. ‘Agreed Purpose’ means the Customer’s internal use within its own organisation only.

1.1.2 ‘Combined Data’ means the Daily Domicile Data combined with any other data or information.

1.1.3. ‘Customer’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate subscribing to the Daily Domicile Reports service.

1.1.3. ‘Daily Domicile Data’ means rounded data comprising the number of new applicants grouped by domicile for the current application cycle together with any data provided from the last four application cycles.

1.1.4. ‘Daily Domicile Reports’ means the weekly supply of the Daily Domicile Data provided in PDF format

1.1.5. ‘Licence Period’ means 5 December 2016 until 30 January 2017.

1.1.6. 'Licensor', ‘UCAS’, ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means the Universities and Colleges Admissions Service and/or any of its group companies.

2. Interpretation

2.1. Use of singular forms of address under these Terms shall have the same meaning in respect of the multiple form in each case.

3. Using the Daily Domicile Report

3.1. UCAS grants you a limited, non-exclusive, non-transferable, non-assignable and revocable licence to use the Daily Domicile Data strictly for the Agreed Purpose.

3.2. The Daily Domicile Data will be made available to you upon receipted payment of the agreed fee (the ‘Fee’) for the Licence Period.

3.3. The Daily Domicile Data as is provided in the following formats:

3.3.1. a weekly Daily Domicile Report;

3.3.2. a CSV file containing the Daily Domicile Data from the first date in the cycle and the latest week in the application cycle until the end of the Licence Period.

3.3.3. Daily Domicile Data from the last four application cycles which shall be provided with the first Daily Domicile Report only.

3.4. The rights granted to you include the right to:

3.4.1. store and access the Daily Domicile Data for the Agreed Purpose; and

3.4.2. adapt, combine or aggregate the Daily Domicile Data with other data or information to enable you to Use the Daily Domicile Data for the Agreed Purpose.

3.5. These are important conditions of this Licence and if you fail to comply with them the rights granted to you under this Licence, or any similar licence granted by the Licensor, will end automatically.

3.6. The Licence does not affect your freedom under fair dealing or fair use or any other copyright or database right exceptions and limitations.

3.7. Except as expressly set out in this Licence, or as permitted by law, you may not:

3.7.1. publish or permit to be published any of the Daily Domicile Data or any results, trends or information derived from the Daily Domicile Data

3.7.2. use the Daily Domicile Data for any purpose contrary to any law or regulation or any regulatory code, regulatory guidance, or regulatory request.

3.7.3. circulate any of the Daily Domicile Data outside your organisation.

3.7.4. sell or use (or permit to be sold or used) any Daily Domicile Data to make financial or commercial gain.

3.7.5.use the Daily Domicile Data in your products or services.

4. Exemptions

4.1. This Licence does not cover:

4.1.1. any third party rights; and

4.1.2. other intellectual property rights, including trademarks and design rights.

5. No Warranty

5.1. The Daily Domicile Data is supplied 'as is' and UCAS excludes all representations, warranties, obligations and liabilities and offers no indemnity in relation to the Daily Domicile Data or accuracy thereof to the maximum extent permitted by law.

5.2. UCAS offers no warranty regarding the frequency with which Daily Domicile Data files for download shall be updated.

6. Liability

6.1. UCAS is not liable for any errors or omissions in the Daily Domicile Data nor shall we be liable for any loss, injury or damage of any kind caused by its use.

6.2. We do not guarantee the continued supply of the Daily Domicile Data.

6.3. You will indemnify UCAS on demand and hold UCAS harmless in the event of any claim or accusation that the your use of the Daily Domicile Data in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.

7. Suspension

7.1. UCAS may suspend the supply of Daily Domicile Data if:

7.1.1. UCAS has reasonable grounds to believe that Customer has not complied with these Terms; or

7.1.2. the provision of the Daily Domicile Data to Customer would or would be likely to damage, or the acts or omissions of Customer have damaged, the goodwill or reputation of UCAS.

7.2. UCAS will notify Customer of such suspension and the cause as soon as reasonably possible (and where reasonably practical, will endeavour to give notice in advance of such suspension).

7.3. UCAS will notify Customer of the outcome of any investigation.

7.4. Suspension shall not affect Customer's obligation to pay the Fee during any period of suspension. UCAS reserves the right to charge Customer a reasonable administration fee for removal or reinstatement of any supply of Daily Domicile Report.

8. Termination for Breach

8.1. Either party may terminate this Licence if the other party is in material or persistent breach of these Terms, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied. If the breach is not remedied within twenty-one (21) days of the date of the notice then this Licence shall end on the expiry of the notice period. If the breach is not remediable, termination will take effect immediately.

8.2. If UCAS has reasonable grounds for believing that Customer is in breach of clause 3 UCAS may immediately suspend the supply of Daily Domicile Report under clause 7 and if Customer fails to correct such breach (if capable of remedy) within seven (7) days of receiving notice of such breach, UCAS may immediately terminate this Licence by written notice to Customer.

9. Termination for Insolvency

9.1. Either party may terminate this Licence 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); or

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 which is similar to or analogous with any above-mentioned action or procedure.

10. Termination for Convenience

UCAS may terminate this Licence for any reason or none by giving Customer fourteen (14) days’ written notice.

11. Effect of Termination

11.1. On termination or expiry of this Licence:

11.1.1. Clause 3.7 shall survive expiration or termination of this Agreement.

11.1.2. If UCAS terminates this Licence pursuant to section 9 or 10 then any amounts payable shall fall immediately due and you shall not be entitled to any refund of the Fee in respect of any unexpired Licence Period.

12. Governing Law

This Licence is governed by the laws of England and any dispute or claim which arises, shall be subject to the jurisdiction of the English Courts.

 

Student Decisions Report – Terms of Supply

UCAS comprises the Universities and Colleges Admissions Service and UCAS Media and provides Customers with a report of applicant survey responses and/or competitor comparisons for the Customer’s internal use. The Student Decision Reports can only be used for the Agreed Purpose and is subject to the following Terms. Together with your order acknowledgement / order confirmation these Terms comprise the entire agreement between you and UCAS in respect of the supply of the Student Decision Reports (our ‘Licence’).

UCAS reserves the right to vary, update or replace these Terms at any time and will make the latest iteration of these Terms available to you on www.ucasmedia.com.

1. Definitions

1.1. In these Terms, the terms below have the following meanings:
1.1.1. ‘Agreed Purpose’ means the Customer’s internal use within its own organisation only.
1.1.2 ‘Combined Data’ means the Student Decisions Report combined with any other data or information.
1.1.3. ‘Customer’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate purchasing the Student Decisions Report.
1.1.4. ‘Student Decisions Report’ means the report with anonymised survey responses detailing the reasons for applicants’ decisions when choosing between offers from providers and courses, and what applicants consider important when selecting where and what to study.  The type of report will be detailed on the Order Acknowledgement. 
1.1.5. 'Licensor', ‘UCAS’, ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means the Universities and Colleges Admissions Service and/or any of its group companies.

2. Interpretation

2.1. Use of singular forms of address under these Terms shall have the same meaning in respect of the multiple form in each case.

3. Using the Student Decisions Reports

3.1. UCAS grants you a limited, non-exclusive, non-transferable, non-assignable and revocable licence to use the Student Decisions Reports strictly for the Agreed Purpose.
3.2. The Student Decisions Reports will be made available to you upon receipted payment of the agreed fee (the ‘Fee’).
3.3. The Student Decisions Report as is provided in the following format: PDF and csv files.
3.4. The rights granted to you include the right to:
3.4.1. store and access the Student Decisions Report for the Agreed Purpose; and
3.4.2. adapt, combine or aggregate the Student Decisions Report with other data or information to enable you to Use the Student Decisions Reports for the Agreed Purpose.
3.5. These are important conditions of this Licence and if you fail to comply with them the rights granted to you under this Licence, or any similar licence granted by the Licensor, will end automatically.
3.6. The Licence does not affect your freedom under fair dealing or fair use or any other copyright or database right exceptions and limitations.
3.7. Except as expressly set out in this Licence, or as permitted by law, you may not:
3.7.1. publish or permit to be published any of the Student Decisions Report or any results, trends or information derived from the Student Decisions Report
3.7.2. use the Student Decisions Reports for any purpose contrary to any law or regulation or any regulatory code, regulatory guidance, or regulatory request.
3.7.3. circulate any of the Student Decisions Report outside your organisation.
3.7.4. sell or use (or permit to be sold or used) any Student Decisions Report to make financial or commercial gain.
3.7.5.use the Student Decisions Report in your products or services.

4. Exemptions

4.1. This Licence does not cover:
4.1.1. any third party rights; and
4.1.2. other intellectual property rights, including trademarks and design rights.

5. No Warranty

5.1. The Student Decisions Report is supplied 'as is' and UCAS excludes all representations, warranties, obligations and liabilities and offers no indemnity in relation to the Student Decisions Report or accuracy thereof to the maximum extent permitted by law.
5.2. UCAS offers no warranty regarding the frequency with which Student Decisions Report files for download shall be updated.

6. Liability

6.1. UCAS is not liable for any errors or omissions in the Student Decisions Report nor shall we be liable for any loss, injury or damage of any kind caused by its use.
6.2. We do not guarantee the continued supply of the Student Decisions Report.
6.3. You will indemnify UCAS on demand and hold UCAS harmless in the event of any claim or accusation that the your use of the Student Decisions Report in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.

7. Termination for Breach

7.1. Either party may terminate this Licence if the other party is in material or persistent breach of these Terms, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied. If the breach is not remedied within twenty-one (21) days of the date of the notice then this Licence shall end on the expiry of the notice period. If the breach is not remediable, termination will take effect immediately.
7.2. If UCAS has reasonable grounds for believing that Customer is in breach of clause 3 UCAS may immediately suspend the supply of Student Decisions Report under clause 7 and if Customer fails to correct such breach (if capable of remedy) within seven (7) days of receiving notice of such breach, UCAS may immediately terminate this Licence by written notice to Customer.

8. Termination for Insolvency

8.1. Either party may terminate this Licence in whole or in part immediately by notice in writing if the other party:
8.1.1. ceases, threatens to, or suspends trading or carrying on business (other than temporarily by reason of a strike); or
8.1.2. 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 which is similar to or analogous with any above-mentioned action or procedure.

9. Termination for Convenience

UCAS may terminate this Licence for any reason or none by giving Customer fourteen (14) days’ written notice.

10. Effect of Termination

10.1. On termination or expiry of this Licence:
10.1.1. Clause 3.7 shall survive expiration or termination of this Agreement.
10.1.2. If UCAS terminates this Licence pursuant to section 9 or 10 you shall not be entitled to any refund of the Fee in respect of any unexpired Licence Period.

11. Governing Law

 This Licence is governed by the laws of England and any dispute or claim which arises, shall be subject to the jurisdiction of the English Courts.


 

UCAS Media – Accommodation Website Terms and Conditions for Providers

Your attention is particularly drawn to clauses 4.6, 4.8, 4.9, and 15 (Limitation of liability).

1. About us

1.1 Company details. UCAS Media Limited (company number 02737300) (we and us) is a company registered in England and Wales and our registered office is at Rosehill, New Barn Lane, Cheltenham, Gloucestershire, England GL52 3LZ. Our VAT number is GB618018063. We operate the website accommodation.ucas.com (Website).
1.2 Contacting us. To contact us telephone our customer service team at 01242 511881 or e-mail accommodationqueries@ucas.ac.uk. How to give us formal notice of any matter under the Contract is set out in clause 20.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to our provision of the Website to you (Services). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract (as defined below) is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.

3. Registration

3.1 Registering for the Services. Please follow the onscreen prompts in order to complete an application to register for the Services, as specified on the Website (Services). You may apply to register for the Services in other ways, but in any case a contract will not come into place between us until we have notified you that we have accepted your application in accordance with clause 3.4. When such a contract does come into place, it shall be on the basis of these Terms.
3.2 Correcting input errors. Our registration process allows you to check and amend any errors before submitting your application to us. Please check the application carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you submit your application, you may receive an email from us acknowledging that we have received it, but please note that this does not mean that your application has been accepted. 
3.4 Accepting your application. Our acceptance of your application takes place when we send an email to you to accept it (Registration Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. 
3.5 If we cannot accept your application. In order for your registration application to be successful, you must meet the qualifying criteria notified to you by us in advance (Registration Qualifying Criteria). However, we reserve the right to refuse any registration application, even if you do meet the Registration Qualifying Criteria, and we will inform you of this by email.

4. Our Services

4.1 Accommodation Listings. Upon successfully registering for the Services, you may use the Website to list the student accommodation you own or have nomination rights to (Accommodation Listing). The method of uploading an Accommodation Listing will be explained on the Website. An Accommodation Listing should be as detailed as possible to ensure it gives students and future students (Students) enough information to form an initial view of the accommodation.
4.2 Accommodation Listing Qualifying Criteria. Before going live on the Website, all Accommodation Listings must meet our Accommodation Listing Qualifying Criteria contained in Schedule 1 and as updated from time to time on the Website. You may make amendments to your Accommodation Listings at any time, subject again to meeting our Accommodation Listing Qualifying Criteria. 
4.3 Scope of our Services. 
4.3.1 You acknowledge and agree that we provide our Website for Accommodation Listings only and that our Services do not include liaising with any third parties on your behalf, or liaising with you on behalf of third parties (including Students). You must communicate with third parties outside of the Website, although as part of our Services we may provide a function which allows Students to send their contact details to you.
4.3.2 Only higher education providers and providers of purpose built university accommodation may access our Services. All Accommodation Listings on the Website will be listed in order of cost (with low-to-high being the default option), except when a Student searches by higher education providers or by campus, in which case there will be two separate panes and each pane will be ordered price low to high.
4.4 Our right to monitor. We reserve the right to monitor and/or moderate Accommodation Listings, but we are not obliged to do so and we are not responsible for any errors in the Accommodation Listings. If we find any listing fails to meet our Accommodation Listing Qualifying Criteria, Clause 6 may apply.
4.5 Reasonable care and skill. We warrant to you that we will provide the Services with reasonable care and skill although we do not warrant any particular outcome as a result of you uploading Accommodation Listings to the Website or as a result of any other use of the Website or our Services. 
4.6 Students. We do not warrant the credibility or suitability of any Student who may use the Website.
4.7 Accommodation Listings. We do not in any way warrant or endorse the suitability of your accommodation or your pricing models on any accommodation listed on the Website.
4.8 Technological failures. Notwithstanding that we will use our reasonable endeavours to provide uninterrupted access to the Website; technological failure may obstruct the provision of the Website or prevent access to all or any part of the Website. We make no representation or warranty that the Website and/or Services will be accessible or available at all times, or that the whole or any part of the Website or Services will be free from error.
4.9 Transmission of data. We will not be liable for delays or errors in data caused by virtue of the transmission of that data via the internet.

5. Your warranties and obligations

5.1 You warrant that:
5.1.1 you do not act as a consumer in relation to this Contract;
5.1.2 any individual who has agreed to these Terms on your behalf has the requisite authority to contract on your behalf; and
5.1.3 you have the authority to market the properties that are the subject of the Accommodation Listing.
5.2 You undertake that you will:
5.2.1 at all times comply with, and ensure all Accommodation Listings comply with,  all applicable laws, regulations and codes of practice in the United Kingdom (including, without limitation, all Advertising Standards Agency codes and guidance), and that you will not be defamatory, discriminatory or infringe any copyright trade mark or other intellectual property rights or rights of any third parties whatsoever;
5.2.2 not allow any of your members of staff that are not named in your registration application to use the Website/Services;
5.2.3 keep all passwords and usernames assigned to you and your employees safe and confidential;
5.2.4 comply at all times with the Accommodation Listing Qualifying Criteria when uploading an Accommodation Listing and continue to ensure compliance;
5.2.5 have the benefit of all necessary authorities, consents and licences necessary to use, display, reproduce, and publish the content contained within an Accommodation Listing;
5.2.6 immediately update your Accommodation Listings to reflect any changes (for example, regarding availability) that occur since the relevant Accommodation Listing was uploaded;
5.2.7 immediately inform us if you believe an Accommodation Listing should no longer be listed on the Website, for whatever reason.
5.2.8 immediately rectify any errors or inaccuracies in any or your Accommodation Listings or any breach of the Accommodation Listing Qualifying Criteria on becoming aware of the same and shall provide such assistance to us as we may require to identify and remedy any unauthorised use of any of your Accommodation Listings;
5.2.9 not use our name, or the name of the University and Colleges and Admissions Services (UCAS) or any logos, trade, service marks, or any other intellectual property (registered or unregistered) in any manner or for any purpose;
5.2.10 not bring us or UCAS into disrepute with Students and the general public;
5.2.11 provide a contactable telephone number and shall ensure that the majority of calls from, or made to that telephone number, from Students and from us, are answered in person; and
5.2.12 cooperate with us in all matters relating to the Website, Services, and Accommodation Listings.
5.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any warranty or undertaking listed in clauses 5.1 and 5.2 (Your Default):
5.3.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 17 (Termination);
5.3.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
5.3.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6. Removal of Accommodation Listings

6.1 We may, at our absolute discretion:
6.1.1 remove or refuse to display an Accommodation Listing on the Website without notice to you (although we will use reasonable endeavours to provide such notice);
6.1.2 without prejudice to our rights contained in clause 6.1.1 require an Accommodation Listing to be amended.

7. Services in UK only

Unfortunately, we are unable to perform the Services at addresses outside the UK.

8. Subscription Period and Fees

8.1 In consideration of our provision of the Services you must pay us the fees (Fees).
8.2 You must pay us the Fees on registering with the Services which will enable you to use the Services for an initial 12 month period (Initial Subscription Period). 
8.3 The Initial Subscription Period shall automatically renew on expiry for a further period of 12 months (Renewal Period), and each Renewal Period shall automatically renew for periods of 12 months on expiry of the preceding Renewal Period, subject always to you paying the Fees for the upcoming Renewal Period in advance.
8.4 The Fees for the Initial Subscription Period are the prices quoted to your during the process of registering with for our Services. 
8.5 We reserve the right to change our Fees for future Renewal Periods from time to time.
8.6 Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.

9. How to pay

9.1 You must pay for your Initial Subscription Period, or upcoming Renewal Period (as appropriate), on receipt of an invoice from us and in any event in advance of commencement of the relevant period 
9.2 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 17 (Termination), you will have to 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 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.3 You shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Complaints

If a problem arises or you are dissatisfied with the Services, you can submit a complaint to complaints@ucas.ac.uk or visit our website for further information on submitting a complaint. Individuals wishing to complain about the handling of their personal data they can do that directly via the contact details noted here.

11. Intellectual property rights

11.1 All intellectual property rights in the Website (including the branding of the Website) and the Services shall remain our property or the property of our licensors (as appropriate), and you shall acquire no rights or interests in the same. 
11.2 You grant to us a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the content contained in your Accommodation Listings for any purpose whatsoever.

12. How we may use your personal information

Further details of how we will process personal information are set out in the UCAS Media Privacy Policy.

13. Data protection

13.1 We shall both comply with all applicable requirements of the Data Protection Legislation (as defined in Schedule 2). In particular, you agree that you shall only use the Student personal data for defined purposes and shall not use the Student personal data to unlawfully market to Students.
13.2 Both parties shall comply with their obligations in Schedule 2.

14. Indemnity

14.1 You shall indemnify and hold us harmless against all liabilities, expenses, costs, damages, and losses (including but not limited to direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses (including, without limitation, public relations costs)) suffered or incurred by us arising out of or in connection with:
14.1.1 any claim, potential claim or allegation made against us by any third party arising out of or in connection with your acts and/or omissions (whether connected to your use of the Services or not);
14.1.2 any breach of the warranties at clause 5.1; and
14.1.3 any breach of the undertakings at clause 5.2.

15. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

15.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
15.1.1 death or personal injury caused by negligence;
15.1.2 fraud or fraudulent misrepresentation; and
15.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.2 Subject to clause 15.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
15.2.1 loss arising from a third party claim against you;
15.2.2 loss of profits;
15.2.3 loss of sales or business;
15.2.4 loss of agreements or contracts;
15.2.5 loss of anticipated savings;
15.2.6 loss of use or corruption of software, data or information;
15.2.7 loss of or damage to goodwill; and
15.2.8 any indirect or consequential loss.
15.3 Subject to clause 15.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 200% of the total Charges paid under the Contract.
15.4 We have given commitments as to compliance of the Services with the relevant specification in clause 4.5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.5 This clause 15 will survive termination of the Contract.

16. Confidentiality

16.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 16.2.
16.2 We each may disclose the other's confidential information:
16.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 16; and
16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

17. Termination

17.1 Either of us may terminate the Contract on expiry of an Initial Subscription Period or Renewal Period (as appropriate) on 14 days’ prior written notice to the other.
17.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
17.2.1 you fail to pay any amount due under the Contract on the due date for payment;
17.2.2 notwithstanding any previous acceptance by us, there are any changes to the status of your eligibility in accordance Registration Qualifying Criteria;
17.2.3 any of your Accommodation Listings breach the Accommodation Listing Qualifying Criteria (whether they are ‘live’ on the Website or not);
17.2.4 we believe that your acts or omissions, whether related to the Services or not, are likely to bring us or UCAS into disrepute;
17.2.5 you breach any of the applicable laws, regulations or codes applicable to you (whether related to your use of the Services or not);
17.2.6 you commit any other material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
17.2.7 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business;
17.2.8 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
17.2.9 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
17.3 On termination of this Contract for any reason:
17.3.1 all fees and sums due from you to us will be immediately payable and you shall pay them in full;
17.3.2 you will immediately cease use of the Services and permanently delete any access password or usernames for the Services and the Website;
17.3.3 yours or our rights and remedies that have accrued as at termination will not be affected;
17.3.4 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

18. Events outside our control

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
18.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
18.2.1 we will contact you as soon as reasonably possible to notify you; and
18.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
18.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

19. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

20. Communications between us

20.1 When we refer to "in writing" in these Terms, this includes email.
20.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
20.3 A notice or other communication is deemed to have been received:
20.3.1 if delivered personally, on signature of a delivery receipt;
20.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the first working day after posting; or
20.3.3 if sent by email, at 9.00 am the next working day after transmission.
20.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
20.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

21. General

21.1 Assignment and transfer.
21.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
21.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
21.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
21.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
21.4 Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clause will remain in full force and effect.
21.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
21.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

SCHEDULE 1

Accommodation Listing Qualifying Criteria

As a minimum, all Accommodation Listings must:

  • comply with all applicable laws;
  • be true, complete and accurate;
  • not contain any personal data (within the meaning of the General Data Protection Legislation);
  • contain no marketing promotions (whether third party or otherwise);
  • not contain any viruses;
  • only contain photographs which are, in our opinion, of good quality and which are relevant to the accommodation being advertised;
  • not contain any foul language or other obscenities; and
  • not contain any words, images, or material that could, in our opinion, potentially harm our reputation of the reputation of UCAS.


SCHEDULE 2

Data Protection

DEFINITIONS

Controller, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1. DATA PROTECTION

1.1 To the extent that a Student inputs any Personal Data into the Website for the purpose of making an accommodation enquiry we will send that Personal Data to you. We both acknowledge that for the purposes of the Data Protection Legislation, we individually act as separate Data Controllers of that Personal Data. 
1.2 For the avoidance of doubt, this Schedule 2 shall not apply to any Personal Data collected by us in any other capacity, even if that Personal Data is similar or identical to the Personal Data described in paragraph 1.1.
1.3 Without prejudice to the generality of paragraph 1.1, each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, in relation to any Personal Data processed by us under this Contract, each party shall:
(a) process that Personal Data only in accordance with the UK Data Protection Legislation or Applicable Laws and for the specific purpose of supporting an accommodation enquiry. 
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) individually respond to any request from a Data Subject ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, mutual assistance may be provided if relevant;
(e) notify each other without undue delay on becoming aware of a Personal Data Breach directly affecting the Personal Data under this agreement;
(f) at the written direction of the other, delete or return Personal Data and copies thereof on termination of this agreement unless required by law to store the personal data;
(g) use compatible technology for the processing of Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(h) maintain complete and accurate records and information to demonstrate its compliance with this Schedule.

Processing, Personal Data and Data Subjects

Scope of the processing (UCAS Media)

Collection of Personal Data on your (the “Accommodation Provider”) behalf

Scope of the processing (Accommodation Provider)

Collection only with no storage

Purpose of processing

Introducing Students to the Accommodation Provider

Types of Personal Data

Personal Data inputted by the Students for this purpose will not be retained by UCAS Media

Categories of Data Subject

Name, email address, telephone number

Lawful basis for processing under this agreement

University students and potential university students interested seeking university accommodation