Talis Aspire & Talis Elevate
Purchase terms & conditions

Universal Terms and Conditions

These Universal Terms and Conditions apply to Services provided to a Customer by Technology for Sage (“TfS”) and form part of the Master Services Agreement (“MSA”) between the Customer and TfS.

Acceptance of Terms and Description of Use

1.1. The MSA incorporates the following in the following order of precedence: (i) Order(s), (ii) Service Schedule(s), (iii) these Universal Terms & Conditions, (iv) Acceptable Use and Privacy Policies. When we use the term MSA or Agreement in any of these documents, we are referring collectively to all of them. The Agreement is effective as at signature of the Order, which may be by an email from TfS confirming acceptance of Order.

1.2. Services are those services as detailed in the Order(s) and the applicable Service Schedules(s). The MSA governs use of the Services.

1.3. Customer means the Institution as set out in the Order and the Institution’s Authorised Users and Authorised Users means the staff and students registered with the Institution or as otherwise specified in the Order(s).

Content and Take Down

2.1. Any content posted to any website through and/or by which any Services are delivered (“TfS Websites”) by the Customer is known as ‘User Content’ and all other content is known as ‘Site Content’. It is a condition of your use of the Services and the Customer represents and warrants that;

2.1.1. it has legal rights to post, contribute or link to User Content and the inclusion and use of the User Content will not violate any law or the rights of any person;

2.1.2. it is entirely responsible for all User Content it uploads, posts, e-mails, transmits or otherwise makes available in any way by or through the Services; and/or

2.1.3. it has the agreement of a person that is protected by privacy laws.

2.2. Further it is a condition of use of TfS Websites that they must not be used:

2.2.1. to send or store infringing, obscene, threatening, libellous and/or material containing viruses, worms, Trojan horses or other harmful code, files, scripts, agents or programs;

2.2.2. in violation of any law;

2.2.3. to interfere with any other party’s use and enjoyment of TfS Websites;

2.2.4. in any way that imposes an unreasonable or disproportionately large load on infrastructure and/or deliberately degrades or disables TfS Websites or any other computer system or to prevent or impede the delivery of any legitimate data; and/or

2.2.5. to circumvent any usage or rate limits that may be placed on the Customer’s use of TfS Websites.

2.3. TfS has no monitoring obligation but may review User Content and remove any materials in its sole discretion. TfS may disclose any information as TfS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TfS’s sole discretion.

Services

3.1. TfS shall provide the Services from the Service Commencement Date in accordance with the Service Levels. TfS shall have no liability whatsoever if the Services are delayed beyond the Service Commencement Date for reasons attributable to the Customer or reasons that are beyond the reasonable control of TfS.

3.2. TfS can suspend access to the Services or any part of the Services without liability:

3.2.1. during the period of any scheduled downtime needed to carry out maintenance or other modifications to the Services; or

3.2.2. if there is any possible attack on the Services or other event which in TfS’s sole view is a risk to the Services, the Customer or any other customers; or

3.2.3. if TfS considers the Service (or any part) is prohibited by law or it is necessary or prudent to do so for legal or regulatory reasons.

3.3. If TfS suspends any Services under this MSA TfS will so far as it is able use reasonable endeavours to notify of any such suspension and to post updates on the relevant TfS Websites regarding any anticipated timescales for resumption of the Services.

3.4. Where the Services are delivered via internet domain names used by the Customer, it is the Customer’s responsibility to ensure that these domain names are resolvable to the Services. All monitoring of the Services are performed against a standardised instance of the Service which responds to a TfS operated domain name.

3.5. TfS takes nightly backups of User Content. TfS will keep 30 day’s worth of backup files. In the unlikely event of a data corruption or disaster recovery, TfS will restore the relevant Services using the last known-good backup. If any loss or damage to User Content caused by a breach of the MSA the sole remedy is for TfS to use reasonable endeavours to restore the lost or damaged User Content from such latest back.

IPR

4.1. Except as expressly licensed in the MSA you acknowledge and agree that TfS (or TfS’s licensors) own all legal right, title and interest in and to the Services and the Site Content including any intellectual property rights which subsist in Services and the Site Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

4.2. TfS grants you a non-exclusive, worldwide, royalty free, non-assignable license to use the Services and the Site Content in the manner set out in the MSA and in the way envisaged by the Services.

4.3. Except as expressly licensed in the MSA, TfS acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under the MSA in User Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless the Customer has agreed otherwise in writing with TfS, the Customer agrees that the Customer is responsible for protecting and enforcing those rights and that TfS has no obligation to do so on behalf of the Customer.

4.4. By using the Services and/or the web properties through which the Services are available, the Customer grants TfS a nonexclusive, worldwide, royalty-free, sub-licensable and transferable right to User Content and any information the Customer provides in/directly to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyse, use and commercialise, but only to the extent necessary for the purposes of the business of TfS and subject to TfS complying with all applicable laws in the UK and in Australia, and for the purposes of:

4.4.1. proper provision by TfS of the Services and/or any future services taken by the Customer, and

4.4.2. uses expressly permitted by the Privacy Policy.

If the MSA expires or is terminated in accordance with its terms, the licence under this clause 4.4 will automatically terminate and the Customer may invoke clause 9.7 for retrieval of User Content.

Copyright Policy

5.1. You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). TfS reserves the right to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of infringers.

Fees

6.1. The Fees in the first year will be set out in the Order(s) and can be made up of year one fees for each Service (“Services Fees”), any fees for implementation (“Implementation Fees”) and fees for converting data (“Data Conversion Fees”), together referred to as “Year One Fees”. Year One Fees are due for payment on or before the Service Commencement Date.

6.2. After the first year, fees are paid by way of an annual subscription (“Annual Subscription Fee”). Prior to each anniversary of the Contract Date (Annual Subscription Date”) TfS will invoice the Customer for that year’s Annual Subscription Fee, which will be in accordance with clause 6.4. Annual Subscription Fees are due for payment on or before the Annual Subscription Date.

6.3. Where further Services are purchased by the Customer after the Contract Date and before an Annual Subscription Date a pro rata charge is payable on or before the Service Commencement Date for that Service for the remaining portion of the year until the Annual Subscription Date.

6.4. Unless agreed otherwise and set out in the Order(s), the Annual Subscription Fee is subject to annual adjustment upon prior notice and, unless TfS is subject to exceptional increases in the costs of providing the Service which shall be fully disclosed to the Customer, this adjustment shall not exceed RPI plus 2%, with RPI being calculated as the annual increase in the UK Retail Prices Index as most recently published by the UK Office of National Statistics at least 30 days prior to the Annual Subscription Date.

Third-Party Links

7.1. TfS Websites may contain links to other sites, applications or content, which links may appear to embed the sites, applications or content hosted or provided by third parties. The Customer’s use of such other sites, applications or content is subject to the terms of use, if any, governing the use of such sites, applications or content. TfS is not able to control these third party sites, applications or content, and assumes no responsibility for their subject matter, privacy policies, or practices.

7.2. If there is any conflict between the MSA and any terms or notices set forth with respect to any sites, applications or content provided by any third parties, then the terms of such third party sites, applications or content will control your use of such sites, applications or content. Please review carefully any terms or notices for each third party provider of sites, applications or content.

7.3. By using the Services, the Customer expressly relieves us from any and all liability arising from use of any third-party sites, applications or content.

Indemnity and Limitations

8.1. The Customer indemnifies and holds TfS its directors, officers and employees, harmless (on your own behalf and on behalf of Authorised Users), including costs and attorneys’ fees, from any claim or demand due to or arising out of the Customer and/or Authorised User’s access to and/or use of Services, violation of the MSA, or infringement of any intellectual property or other right of any person or entity.

8.2. In no event will TfS its directors, officers, shareholders, employees or members be liable for (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, content or other intangibles; (c) damages for unauthorized use, non-performance of the Services, errors or omissions; or (d) damages related to downloading or posting content. TfS’s total collective and aggregate liability is limited to the Annual Subscription Fees paid in the year the claim arose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply in total.

8.3. The Services are provided on an “as is” and “as-available” basis, with all faults and without any warranty or condition, express, implied or statutory. To the maximum extent permitted by applicable law, TfS and its suppliers disclaim all warranties of any kind, whether express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

8.4. TfS gives no warranty that (a) using the Services will meet your requirements, (b) the Services will be uninterrupted, secure, timely, or error-free, (c) the results that may be obtained from the use of the Services will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you via the Services will meet your expectations, or (e) any errors in the Services will be corrected. TfS makes no warranty that the Services will be uninterrupted, timely, secure or error-free.

8.5. Your use of the Services is at your sole risk. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

Modification and Termination

9.1. TfS is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services may change from time to time and that, although TfS operates various systems of change notification and customer consultation concerning significant changes, such changes shall be effective without prior notice to you or consent by you.

9.2. Except where the MSA expressly permits TfS to make changes, the terms and conditions of the MSA shall not be amended without the approval of both Parties. TfS shall notify you before making any material permitted changes. Otherwise permitted changes that would materially reduce the scope or quality of the Services to you or your Authorised Users may only be made with your approval, such approval not to be unreasonably withheld or delayed in case of changes to law or regulation or third party action beyond the reasonable control of TfS.

9.3. Unless otherwise specified in the Order, the MSA is for an initial term of three (3) years (“Initial Term”) and will continue thereafter unless terminated by either party by giving to the other party no less than six (6) months prior written notice to expire on the next falling Annual Subscription Date.

9.4. The Customer may terminate the relevant Service if TfS materially fails to provide that Service as agreed and TfS does not remedy that failure within ten (10) Business Days of the Customer’s written notice describing the failure.

9.5. TfS may terminate the MSA or Service(s) at its discretion if;

9.5.1. payment of any invoiced amount is overdue and such overdue amount is not paid within five (5) days of TfS’s written notice;

9.5.2. the Customer fails to comply with any other obligation in the MSA and does not remedy the failure within ten (10) days of written notice by TfS; and/or

9.5.3. the Customer breaches the Acceptable Use and/or Privacy Policy more than once even if such breach is remedied.

9.6. Either party may terminate the MSA if the other is unable to pay its debts or enters into compulsory or voluntary liquidation or compounds with or contravenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts.

9.7. TfS may, at any time after a period of thirty (30) days following the date of such termination, destroy or otherwise dispose of any of the User Content in its possession, unless TfS receives a written request for the post termination retrieval of User Content. If TfS receives any such request TfS shall permit retrieval of relevant User Content conditional on:

9.7.1. payment of any fees/charges for such retrieval;

9.7.2. payment in full of any amounts owing to TfS; and

9.7.3. the Customer’s complying with any additional terms and conditions requested by TfS.

Miscellaneous

10.1. The MSA, as modified from time to time, constitutes the entire agreement.

10.2. The failure of either party to exercise in any respect any right will not be deemed a waiver of any further rights.

10.3. TfS will not be liable for any failure to perform its obligations where such failure results from any cause beyond TfS reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of the MSA is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this MSA shall otherwise remain in full force and effect and enforceable.

10.4. TfS may assign its agreements in whole or in part at any time without consent.

10.5. No one other than a party to this MSA shall have any rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement are not subject to the consent of any other person.

10.6. ‘Technology for Sage’ or ‘TfS’ is a trading name. The relevant TfS contracting party for the purposes of this agreement shall be determined based upon the location of the Customer. If the Customer is located in the Americas, the contracting party shall be Sage Publications Inc. If the Customer is located outside of the Americas, the contracting party shall be Talis Education Limited.

10.7 This agreement and any dispute or claim including non-contractual disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law if the Licensor (as determined by clause 10.6) is Talis Education Limited, and California law if the Licensor is Sage Publications Inc.

Talis Education Limited, Registered in England: 07196638, Registered office: 1 Oliver’s Yard, 55 City Road, London EC1Y 1SP

Sage Publications Inc, 2455 Teller Rd, Thousand Oaks, CA 91320

Service schedule – Talis Aspire Reading Lists

This Service Schedule relates to the provision of Talis Aspire Reading Lists under a Master Services Agreement (“MSA”) signed between Technology for Sage (“TfS”) and a Customer. The terms and conditions of the MSA apply and terms included below have the same meanings as in the MSA.

Service Description

Talis Aspire Reading Lists are those resource list management services as currently described and identified by the domain nametalis.com/talis-aspireand delivered by the Customer’s URL as agreed in writing with TfS.

The Customer creates and uploads to Talis Aspire Reading Lists its reading lists. In the uploading process the Customer can opt to mark each reading list with licence terms (Third Party Reading List Licence Terms). These are the licence terms that are relevant as between the Customer and any third party that has access to those reading lists. These Third Party Reading List Licence Terms are not the licence terms that operate as between the TfS and the Customer (“TfS Licence Terms”). The TfS Licence Terms are entered into prior to the Third Party Reading List Licence Terms by clause 4 IPR of the Universal Terms and Conditions of the Master Services Agreement.

Specific features of Talis Aspire Reading Lists integrates and relies on a number of customer-operated services, such as but not limited to, the institutional identity management and authentication services, the virtual learning environment, the library management system and the student registry system. It is the Customer’s responsibility to ensure the continued operation of these systems, and TfS cannot be held responsible for any damages or claims that arise from their unavailability.

Service Levels

A third party service provider monitors and reports on the availability of Talis Aspire Reading Lists. These reports may be accessed atstatus.talis.com.

TfS will aim to make the Talis Aspire Reading Lists available (except in the case of scheduled maintenance) more than 99.5% of the time, 24 hours a day. For any calendar month where the measured availability drops to 99.5% or below, TfS will, on written request from the customer, credit the customer’s account with the equivalent of one week’s free service, redeemable against the following year’s annual subscription fees. The maximum amount of free service credit that can be applied in one calendar year under this agreement is 12 weeks. To claim such credit, TfS must receive the written request from the customer within 30 days from the end of the period the claim relates to.

Service credits cannot be converted to cash payments or brought forward, and if a customer chooses to terminate Talis Aspire Reading Lists before a credit can be applied under this scheme, the credit is lost. TfS will not apply a credit in relation to Talis Aspire Reading Lists availability measured by any other means or mechanism, and this pledge relates to the availability of the Talis Aspire Reading Lists as a whole, not the availability or suitability of specific features of the Talis Aspire Reading Lists.

Periods of scheduled maintenance are necessary from time to time to ensure continued reliability and maintain the performance of the Talis Aspire Reading Lists. Announcements of any scheduled maintenance will be posted by TfS to Talis Aspire Service Announcements, a forum to which all customers should subscribe for alerts by email (detailshere). These announcements will be given with at least 48 hours notice before the maintenance is due to commence. Such communication will detail the likely impact and duration of the specific instance of scheduled maintenance.

Should periods of critical maintenance, such as security patches, be required then TfS reserves the right to undertake this maintenance without advanced notice.

Service schedule – Talis Aspire Digitised Content

This Service Schedule relates to the provision of Talis Aspire Digitised Content under a Master Services Agreement (“MSA”) signed between Technology for Sage (“TfS”) and a Customer. The terms and conditions of the MSA apply and terms included below have the same meanings as in the MSA.

Service Description

Talis Aspire Digitised Content allows Authorised Users to raise a digitisation request, which can be by one of the following example methods;

• a built-in request form;
• via Talis Aspire Reading Lists (where relevant);
• via API.
• A Digitisation Request is submitted to a validation process known as the Concierge and results of the Concierge are captured in a chronological worklog.
• Following the Concierge stage Talis Aspire Digitised Content allows for uploading of scanned materials, which with a coversheet make up the Digitised Content. The Digitised Content will be stored within the Vault being a built-in repository. The rights granted in clause 4.4 of the Universal Terms and Conditions apply only in so far as the Customer has such rights to grant.
• Delivery of Digitised Content is via the Talis Aspire Digitised Content Player which enables appropriately authenticated users to have access.
• Audit and usage reports can be generated by Talis Aspire Digitised Content.

Service Levels

A third party service provider monitors and reports on the availability of Talis Aspire Digitised Content. These reports may be accessed atstatus.talis.com.

TfS will aim to make the Talis Aspire Digitised Content available (except in the case of scheduled maintenance) more than 99.5% of the time, 24 hours a day. For any calendar month where the measured availability drops to 99.5% or below, TfS will, on written request from the customer, credit the customer’s account with the equivalent of one week’s free service, redeemable against the following year’s annual subscription fees. The maximum amount of free service credit that can be applied in one calendar year under this agreement is 12 weeks. To claim such credit, TfS must receive the written request from the customer within 30 days from the end of the period the claim relates to.

Service credits cannot be converted to cash payments or brought forward, and if a customer chooses to terminate Talis Aspire Digitised Content before a credit can be applied under this scheme, the credit is lost. TfS will not apply a credit in relation to Talis Aspire Digitised Content availability measured by any other means or mechanism, and this pledge relates to the availability of the Talis Aspire Digitised Content as a whole, not the availability or suitability of specific features of the Talis Aspire Digitised Content.

Periods of scheduled maintenance are necessary from time to time to ensure continued reliability and maintain the performance of the Talis Aspire Digitised Content.Announcements of any scheduled maintenance will be posted by TfS to Talis Aspire Service Announcements, a forum to which all customers should subscribe for alerts by email (detailshere).These announcements will be given with at least 48 hours notice before the maintenance is due to commence. Such communication will detail the likely impact and duration of the specific instance of scheduled maintenance.

Should periods of critical maintenance, such as security patches, be required then TfS reserves the right to undertake this maintenance without advanced notice.

Service schedule – Talis Elevate

This Service Schedule relates to the provision of Talis Elevate under a Master Services Agreement (“MSA”) signed between Technology from Sage (“TfS”) and a Customer.  The terms and conditions of the MSA apply and terms included below have the same meanings as in the MSA.

Service Description

Talis Elevate is a collaborative teaching and learning platform as currently described and identified by the domain name https://talis.com/talis-elevate/ and delivered by the Customer’s URL as agreed in writing with TfS.

The Customer creates and uploads content to Talis Elevate to allow University course students to comment and annotate showing their engagement with materials in various media. These are the licence terms that are relevant as between the Customer and any third party that has access to that content.

Specific features of Talis Elevate integrate and rely on a number of customer-operated services, such as but not limited to, the institutional identity management and authentication services, the virtual learning environment,  and the student registry system. It is the Customer’s responsibility to ensure the continued operation of these systems, and TfS cannot be held responsible for any damages or claims that arise from their unavailability.

Service Levels

A third party service provider monitors and reports on the availability of Talis Elevate. These reports may be accessed at https://status.talis.com/.

TfS will aim to make Talis Elevate available (except in the case of scheduled maintenance) more than 99.5% of the time, 24 hours a day. For any calendar month where the measured availability drops to 99.5% or below, TEL will, on written request from the customer, credit the customer’s account with the equivalent of one week’s free service, redeemable against the following year’s annual subscription fees. The maximum amount of free service credit that can be applied in one calendar year under this agreement is 12 weeks. To claim such credit, TfS must receive the written request from the customer within 30 days from the end of the period the claim relates to.

Service credits cannot be converted to cash payments or brought forward, and if a customer chooses to terminate Talis Elevate before a credit can be applied under this scheme, the credit is lost. TfS will not apply a credit in relation to Talis Elevate availability measured by any other means or mechanism, and this pledge relates to the availability of Talis Elevate as a whole, not the availability or suitability of specific features of  Talis Elevate.

Periods of scheduled maintenance are necessary from time to time to ensure continued reliability and maintain the performance of Talis Elevate. Announcements of any scheduled maintenance will be posted by TfS to Talis Elevate Service Announcements, a forum to which all customers should subscribe for alerts by email (details here). These announcements will be given with at least 48 hours notice before the maintenance is due to commence. Such communication will detail the likely impact and duration of the specific instance of scheduled maintenance.

Should periods of critical maintenance, such as security patches, be required then TfS reserves the right to undertake this maintenance without advanced notice.

Acceptable Use Policy

This Acceptable Use Policy sets out restrictions and guidance that apply to all users of Talis Aspire (the “Services”) or other websites or services provided by TfS (the “TfS Websites”). ‘Technology from Sage’ or ‘TfS’ is a trading name of Talis Education Limited and Sage Publications Inc.

We may change this policy from time to time by updating this page at talis.com/legal/Nov13/aup (formerly talisaspire.com/legal/aup). You should check this page from time to time to ensure that you are happy with any changes.

No Illegal, Harmful, or Offensive Use or Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Services or the TfS Websites for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include:

Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.

Harmful or Fraudulent Activities. Activities that may be harmful to others, our operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices.

Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.

Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.

Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

No Security Violations

You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorised Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.

Interception. Monitoring of data or traffic on a System without permission.

Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.

No Network Abuse

You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.

Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.

Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a System by mail bombing, news bombing, broadcast attacks, or flooding techniques.

Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.

Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

No E-Mail or Other Message Abuse

You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

Our Monitoring and Enforcement

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or TfS Websites. We may:

• investigate violations of this Policy or misuse of the Services or TfS Websites; or
• remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the TfS Websites.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

Reporting of Violations of this Policy

If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.

Data Protection & Privacy Policy

INTRODUCTION

This is our data protection and privacy policy that explains who we are, how we process personal data and, if you are the subject of any of the personal data concerned, what rights you have and how to get in touch with us if you need to.

WHO WE ARE

We are Talis Education Ltd.  Our contact and other details are set out at the end of this policy. We are the data controller in relation to the personal data processed in accordance with this policy (except where this policy explains otherwise).

We provide a hosted, online platform that enables an education establishment to manage and administer its reading lists and digital content for use by its teaching staff and students.

THE PURPOSES FOR WHICH WE COLLECT AND PROCESS PERSONAL DATA

We collect and process personal data as follows:

If you are a member of staff at an educational establishment to which we provide services and we communicate with you in relation to the provision of the services concerned                 We may collect your individual contact information (including your name, the user ID we allocate to you, your email address, your phone number and where you work – for example, your educational establishment) to enable us, our group companies or other suppliers of ours or our group companies to communicate with you in relation to the provision of our services to you or the educational establishment that you work for (for example, in relation to the management and administration of the provision of the relevant services, or the provision of support services), together with other personal information relating to you that you provide in the course of provision of the services concerned.

If we wish to send you advertising, marketing or promotional material                  We may collect your individual contact details in order to send you direct marketing material in order to advertise, market or promote our services.  We may combine this with other information we obtain about the things you are interested in and that are relevant to the services provided by us (for example, when you use our services or browse our website and view particular content) in order to help us ensure that marketing material that we send you is relevant to what you are interested in.

If you provide goods or services (or you work for someone who supplies goods or services) to us

• We may collect your individual contact information to enable us, our group companies or other suppliers of ours or our group companies to communicate with you in relation to the provision of goods or services by you or the person that you work for (for example, in relation to the management and administration of the provision of the relevant goods or services) and other personal information relating to you to in the course of provision of the goods or services concerned. This may include, for example, bank account or other financial details, and other information relating to you that is included in any communications between us and you or anyone you work with in the course of provision of the goods or services.

If we are assessing your suitability or ability to provide goods or services to us or to any of our group companies

• We may collect relevant personal information relating to you to the extent necessary to enable that assessment to take place – for example, if we need to assess or confirm your age, your right to work in the UK, your skills and previous experience, your qualifications or whether there is anything that would adversely affect your suitability or ability to provide the goods or services concerned. This will be explained to you in more detail at the time we collect the personal data and, where appropriate, will be subject to your prior consent.

If you are invited to, or attend, an event organised or managed by us

• We may collect your individual contact and related information (as well as that of anyone who is attending the event with you) as necessary to enable you and any other relevant individuals to be invited to, and to attend, the event and to facilitate your attendance (for example, dietary or special access requirements).

If you register to use or browse any of our websites

• We may collect information on your visits to our websites, including the resources that you access and use and how you move around different sections of our website for analytics purposes to understand how people use our website so that we can make it more intuitive. We may keep a record of the content on our hub or website that you have accessed, clicked on and used in order to understand what is relevant to your interests based on content that you have looked at. This may involve the use of cookies, which is explained in our cookies policy.

If you apply for a position with us

• We may collect personal information in relation to you in connection with any application by you for a position with us. In that case, we will explain in more detail at the time how and for what purposes we intend to process the relevant personal information.

If you are an academic or other member of staff or a student at an educational establishment to which we provide services and the educational establishment allows you to register on, and use, our online platform

• We may collect the user ID that we allocate to you, email address, password and sometimes your name, together with information about your use of your educational establishment’s resources (including reading lists and digital content) hosted on our platform. In that case, in doing this, we will generally be acting as a data processor on behalf of the relevant educational establishment, and any processing of your personal data by us will be solely in accordance with the relevant educational establishment’s instructions and under their control.

WHERE WE PROCESS YOUR PERSONAL DATA

We are established in the UK and the systems which we use to process your personal data are hosted here or elsewhere in the EU.

Where necessary in order to manage our business, we may share relevant personal data with our group companies or suppliers outside the EU, but only to the extent necessary in order to provide the services concerned.

Where personal data is transferred in relation to providing our services we will take all steps reasonably necessary to ensure that it is subject to appropriate safeguards, such as relying on a recognised legal adequacy mechanism which may include by entering into EU approved standard contractual clauses relevant to transfers of personal information (see: ec.europa.eu/justice/dataprotection/internationaltransfers) and that it is treated securely and in accordance with this privacy policy.

SECURITY OF YOUR PERSONAL DATA

All personal data processed by us is stored securely (the level of security being appropriate to the nature of the data concerned and the other relevant circumstances).

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our website and any transmission is at your own risk. Once we have received your information, we will use appropriate procedures and security features to try to prevent unauthorised access

WHO WE SHARE YOUR PERSONAL DATA WITH

We may where appropriate share your personal data with:

• Any member of our group, which means our subsidiaries, our holding company and its subsidiaries.
• Appropriate third parties including:
• our business partners, customers, suppliers and sub-contractors for the performance of any contract we enter into or other dealings we have in the normal course of business with you or the person that you work for;
• our auditors, legal advisors and other professional advisors or service providers;
• credit or other similar reference agencies for the purpose of assessing your suitability or ability where this is in the context of us entering (or proposing to enter) into a contract with you or the person that you work for.
• In relation to information obtained via our website, analytics and search engine providers that assist us in the improvement and optimisation of our site and subject to our cookies policy.

Note that our platform may contain links to third party websites (for example, websites via which you may obtain publications contained in reading lists managed via our platform). If you click on the links concerned, then you will be transferred to the relevant third-party website and any subsequent processing of your personal data will be under their control and in accordance with their privacy policy.

OTHER DISCLOSURES WE MAY MAKE

We may disclose your personal data to third parties:

• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets subject to the terms of this privacy policy.
• If we or substantially all of our assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms of supply terms and other agreements with you or the person that you work for; or to protect the rights, property, or safety of our business, our group companies, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection, or credit risk reduction.

THE LEGAL BASIS FOR OUR PROCESSING OF PERSONAL DATA

The legal basis on which we process your personal data is as follows:

Where it is necessary to obtain your prior consent to the processing concerned in order for us to be allowed to do it, we will obtain and rely on your consent in relation to the processing concerned (in relation to any processing we are carrying out with your consent, see below for how to withdraw your consent).

Otherwise, we will process your personal data where the processing is necessary:

• for the performance of a contract to which you are a party or in order to take steps at your request prior to entering into such a contract;
• for compliance with a legal obligation to which we are a subject; or
• for the purposes of the legitimate interests pursued by us or another person, provided that this will only be in circumstances in which those legitimate interests are not overridden by your interests or fundamental rights and freedoms which require protection of personal data (most circumstances in which we process your personal data in relation to a relationship that we have with the person that you work for will fall into this category).
• In circumstances in which we are acting as a data processor, the relevant educational establishment (data controller) will be responsible for ensuring the legal basis of the processing concerned.

HOW LONG WE KEEP YOUR PERSONAL DATA

We process personal data only for so long as is necessary for the purpose(s) for which it was originally collected, after which it will be deleted or archived except to the extent that it is necessary for us to continue to process it for the purpose of compliance with legal obligations to which we are subject or for another legitimate and lawful purpose.

 YOUR RIGHTS

You have the following rights in relation to personal data relating to you that we process and in relation to which we are the controller:

• You may request access to the personal data concerned.
• You may request that incorrect personal data that we are processing be rectified.
• In certain circumstances (normally where it is no longer necessary for us to continue to process it), you may be entitled to request that we erase the personal data concerned.
• Where we are processing your personal data for marketing purposes or otherwise based on our legitimate interests, you may in certain circumstances have a right to object to that processing.
• Where we are processing personal data relating to you on the basis of your prior consent to that processing, you may withdraw your consent, after which we shall stop the processing concerned.
• To exercise any of your rights (including withdrawing relevant consents or obtaining access to your personal data), you should contact us as set out below.

If you have a complaint about any processing of your personal data being conducted by us, you can contact us or lodge a formal compliant with the Information Commissioner.

CONTACTING THE REGULATOR

The Information Commissioner is the supervisory authority in the UK and can provide further information about your rights and our obligations in relation to your personal data, as well as deal with any complaints that you have about our processing of your personal data.

CONTACTING US

Our contact details are:

Talis Education Ltd

1 Oliver’s Yard

55 City Road

London EC1Y 1SP

Contact: Company Secretary

Email: data.protection@talis.com

UPDATES TO THIS POLICY

Any changes we make to our privacy policy in the future will be posted on this page. Please check back frequently to see any updates or changes to our privacy policy.