Schedule 3 — United Kingdom

England & Wales law terms: business customers, liability, UK data protection and VAT.

Version 1.7 · Last updated 19 January 2026

1. Governing law and jurisdiction

1.1 This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

2. Business customers

2.1 The Customer confirms it enters this Agreement in the course of business and not as a consumer. The Consumer Rights Act 2015 does not apply.

3. Liability

3.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under the Unfair Contract Terms Act 1977.

4. Data protection

4.1 Supplier will process personal data within Customer Data in accordance with UK GDPR and the Data Protection Act 2018, as detailed in the Data Processing Addendum (UK annex), which contains the mandatory processor terms required by Article 28(3) UK GDPR.

4.2 The Customer is the controller and Supplier is the processor of personal data within Customer Data.

4.3 The parties acknowledge that transfers of personal data from the United Kingdom to New Zealand are made in reliance on the UK adequacy regulations applicable to New Zealand, and no international data transfer agreement is required for those transfers. Where Supplier engages a sub-processor in a country without UK adequacy, Supplier will put in place an International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, together with any required transfer risk assessment, as set out in the Data Processing Addendum.

5. VAT

5.1 Fees are exclusive of VAT. Where the Customer is a UK business customer of a non-UK supplier, the Customer may be required to account for VAT under the reverse charge mechanism; otherwise VAT is payable in addition to the fees at the applicable rate.

6. Public funding context

6.1 Where the Customer receives Department for Education or ESFA funding, Supplier will reasonably cooperate with the Customer's supplier due diligence, including completing security and data protection questionnaires, at no additional charge for reasonable requests.