ACCREDITATION (CPD/APDC/CCAA) - GENERAL TERMS AND CONDITIONS
1. LATE PAYMENT
If the Client fails to pay on the due date any amount for Services delivered, which is payable to CII, save in respect of payments which are in dispute, then that amount shall bear interest from the due date until payment is made in full both before and after any judgment at 4% per annum above the base rate of HSBC Bank plc from time to time. Such interest shall accrue on a daily basis and be compounded quarterly. CII reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
2. MUTUAL TERMINATION
Either party may immediately terminate this Agreement by giving written notice to the other party if any of the following events occurs:
(a) the other party has committed a material breach of this Agreement and which (in the case of a breach capable of remedy) has not been remedied within 30 days of the receipt by the other party of a notice specifying the breach and requiring its remedy;
(b) the other party is bankrupt, in the process of being wound-up, in administration or receivership, insolvent, has a voluntary arrangement in place, has ceased or threatened to cease carrying on its business, or has experienced a change of control.
(c) any event analogous to those described in sub-clause (b) occurs in relation to the other party in any jurisdiction in which that other party is incorporated or resident or carries on business; and
(d) the other party is the subject of any change of control (as defined in Section 1124 of the Corporation Tax Act 2010).
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Subject to Accreditation status being awarded and remaining in force during the term of this Agreement, CII grants the Client a non-exclusive, non-transferable licence (“the Licence”) to use the name “Chartered Insurance Institute” or any CII approved derivative thereof on all material relating to the Client’s [Assessment(s)][Programmes]1 that have been awarded CII Accreditation status, for the duration of this Agreement, [and, if applicable, subject to the Client maintaining the CII [Client Centre Assessment] Accreditation status following the Annual Review.
3.2 On all materials relating to the Client’s [Assessment][Programmes(s)] the Client shall ensure that CII’s Accreditation logo is only used in accordance with CII’s specified guidelines as amended from time to time.
3.3 In the event of this Agreement being terminated for whatever reason the Licence shall be terminated forthwith.
3.4 The Client shall not use (other than as authorised under the provisions of this Agreement) nor seek to register any trade mark or trade name (including any company name) which is identical to or confusingly similar with or incorporates any trade mark or trade name which CII or any associated company of CII owns or claims rights in anywhere in the world.
3.5 The Client agrees to notify CII of promptly and fully: -
(a) any actual, threatened or suspected infringement of any intellectual property rights granted under the Licence which comes to the Client’s notice; and
(b) any claim by any third party that comes to the Client’s notice that the Licence infringes the rights of any person.
3.6 The Client agrees (at CII’s request and expense) to do all such things as may be reasonably required to assist CII in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 3.5.
4. LIMITATION OF LIABILITY
4.1 This clause 4 sets out the entire financial liability of CII (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of any breach of this Agreement and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
4.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
4.3 Nothing in this Agreement limits or excludes the liability of CII:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by CII.
4.4 Subject to clauses 4.2 and 4.3 CII shall not be liable for:
(a) loss of business; or
(b) depletion of goodwill and/or similar losses; or
(c) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(d) CII's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the payments made by the Client.
5.1 Any notice required to be given by either party to the other party under this Licence shall be served personally, sent by first class prepaid post addressed to the other party’s representative at the address stated below or sent to the party’s representative via email.
In the case of CII:
In the case of the Client:
The Qualifications Director
The Chartered Insurance Institute
3rd Floor, 20 Fenchurch Street
London EC3M 3BY
5.2 Any notice serviced personally shall be considered given at the time of such service, any notice given by first class pre-paid letter shall be deemed to have been received within two days after the date of posting (upon provision of evidence of such posting) unless the contrary is proved and any notice given by email shall be deemed to have been given on the date of transmission.
5.3 A notice in relation to the service of any proceedings or other documents in any legal action cannot be validly given via email and must be served in accordance with the relevant rule or practice direction under the English Civil Procedure Rules.
6. DISPUTE RESOLUTION
6.1 If any dispute arises in connection with this Agreement, the parties shall within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
6.2 If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure.
7. ANTI-BRIBERY COMPLIANCE
7.1 CII and the Client shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 7.1(b), and will enforce them where appropriate; and
(d) promptly report any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of this agreement.
8. CONFIDENTIALITY, PUBLICITY AND DATA PROTECTION
8.1 Each party shall during and after the term of this Agreement keep confidential all information of a confidential nature (including, without limitation, trade secrets and information of commercial value) (the “Confidential Information”) which may become known to such party from the other party and which relates to the other party. Neither party shall use for its own purpose nor without the prior written consent of the other party, disclose to any third party any Confidential Information, unless such information is public knowledge, is already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this clause 8, or subsequently comes lawfully into the possession of such party from a third party not under a duty of confidentiality.
8.2 The terms of this Agreement are confidential and may not be disclosed by the Client without the prior written consent of CII.
8.3 The parties do not anticipate the processing of any personal data as part of the Accreditation. Any incidental processing of personal data shall be in compliance with all applicable data protection legislation.
8.3.1 The parties agree that they shall:
(a) process personal data only in accordance with written instructions given by the other party and only to the extent and in such a manner as is necessary for the provision of the Services or as required by law;
(b) implement and maintain appropriate technical and organisational measures to meet the requirements of applicable data protection legislation, including (but not limited to) Article 32 of the UK GDPR;
(c) not transfer personal data outside the EEA without the prior written consent of the other party and, where consent is given, implement such safeguards as notified to that party in writing;
(d) ensure that persons authorised to process personal data under this Agreement are under a duty of confidentiality with respect to such personal data;
(e) not engage a processor or sub-processor without the prior written consent of the other party and, where consent is given, only on terms equivalent to those in this clause 8 or as specifically agreed to between the parties.
(f) remain responsible and liable for its obligations hereunder as primary obligor for all acts and omissions of its sub-processors;
(g) co-operate and assist the other party or any regulator with any request or enquiry relating to the processing activities or compliance with this Agreement or applicable data protection legislation;
(h) immediately inform the other and provide such assistance and co-operation as they may require:
(i) if any instruction given infringes applicable data protection legislation;
(ii) of any unauthorised or unlawful access to the other party’s personal data;
(iii) if that party receive any request or complaint from a data subject or regulator that relates to this Agreement.
(i) provide the other party with all such information or reasonable assistance as they may request;
(j) upon termination of this Agreement or as may be requested in writing at any time by either party, return or destroy all personal data, including all existing copies of it.
8.4 The parties agree to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which either party may suffer or incur as a result of any breach by the other of any of the undertakings given in this clause 8. This indemnity will not apply to relieve a party of any loss caused by its own actions/omissions.
9.1 No Partnership or Agency. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
9.2 Force Majeure. 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.
9.3 Assignment. The Client shall not without the prior written consent of the CII, assign, transfer, subcontract, charge, lend or deal in any other manner its rights and obligations under this Agreement.
9.4 Amendments. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing and signed by each of the parties.
9.5 Entire Agreement. This Agreement, the recitals and the applicable Accreditation Standards and any Schedules and any documents annexed otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. In the case of any conflict between this Agreement, any applicable Accreditation Standards and any Schedules, this Agreement will prevail.
9.6 Each party acknowledges that, in entering into this Agreement and the documents referred to in it or annexed to it, 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 or those documents. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement or those documents (whether made innocently or negligently) shall be for breach of contract.
9.7 Nothing in this clause 9 shall limit or exclude any liability for fraud.
9.8 Variation. No variation of this Agreement or any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of the parties.
9.9 Waiver. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
9.10 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
9.11 Severance. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
9.12 Third Party Rights. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10. GOVERNING LAW AND JURISDICTION
10.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute which may arise between the parties concerning the Agreement shall be determined by the English courts and the parties hereby submit to the exclusive jurisdiction of the English courts.