Consumer and Standard Business Terms and Conditions
Chartered Insurance Institute and Subsidiary Companies Terms and Conditions for the Sale of and/or Provision of Goods and Services and Use of the Website
The Website is offered to you conditional on your agreement with these terms and conditions (the “Terms and Conditions”) and your continued use of it signifies agreement with them in their entirety.
Please read this carefully as it affects your legal rights and sets out in these Terms and Conditions on which we, The Chartered Insurance Institute ("us", "we", "CII", "Chartered Insurance Institute"), will allow you to use this website (the "Website”, which for the avoidance of doubt includes any Restricted area which is accessed by CII Members, registered users or subscribers) and the information contained within it.
All goods and services sold by CII, (which also includes those provided free of charge to customers from time to time), whether purchased online through the Website or offline by telephone or paper order, shall be and are subject to these Terms and Conditions and any reference to purchasing goods and services on the Website shall refer in equal measure to any such goods or services purchased offline.
Purchasing Goods and Services
- We offer the opportunity to purchase certain goods and services on the Website and Offline, including applications, registrations and payment for examinations, study materials and courses. “Offline” refers to brochures and other printed publications produced by the CII from time to time. Please review all of the information which you intend to submit before you make payment. By submitting this information, you confirm that all of it is accurate, true and complete.
- If we accept your offer and agree to enter into a contract with you, we will keep a record of the transaction for a period of 6 years.
- The Price means the price for the goods or services, inclusive of VAT. Prices quoted on our Website and Offline are in pounds sterling. Where relevant, standard delivery charges will be applied at the checkout (for web purchases) and are detailed on the relevant application form (for Offline purchases). Expedited deliveries may incur additional postage charges which will be communicated and agreed in advance between us.
- When you offer to purchase any goods or services from us Offline, by telephone, by paper application form or on the Website by clicking the 'Submit' button, you agree to these Terms and Conditions. By completing and submitting the paper application form / electronic order form or ordering by telephone, you are making an offer to purchase goods or services which, if accepted by us, will result in a binding contract. We reserve the right to refuse your order, in which case you will be notified accordingly.
- The Price may be paid by credit or charge/debit card (some paper orders and overseas orders are paid by cheque or bankers draft). The Price will be deducted from your card if and when we have accepted your order. If your order is not accepted by us we will inform you.
Cancellation and Termination
- In accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you have a right of cancellation in respect of the goods and services sold by the CII, which right shall (subject to the Regulations) expire fourteen calendar days from the day on which either the goods are received by you, or a person nominated to receive the goods on your behalf, or your order for services is accepted by the CII.
If you wish to cancel, you must notify Customer Services by email (email@example.com). Where goods have been supplied to you prior to such cancellation they must be returned to us, in the condition in which they were supplied to you, at your expense. Reimbursement for any monies paid by you, including standard delivery costs, which relate to the cancellation will be sent to you within fourteen days of receiving the notice of cancellation or if goods are to be returned to us, within fourteen days of their receipt or proof of sending.
Note: No right of cancellation or refund is available in respect of ebooks or any other electronic download of the goods and services once the download has started. You acknowledge that, by commencing the download of the goods or services, your right to cancel under 29(1) of the Regulations will be lost.
- Any request for entry to an exam received less than 14 days before the exam date shall be treated as express consent for the CII to provide a service. This express consent will also be treated as formal acknowledgement by you that your rights to cancellation under Regulation 29(1) of the Regulations will be lost upon receipt of your application form by the CII.
- In the event of less than fourteen days’ notice of cancellation being given in respect of an entry for an exam sat online, and if, where applicable, the CII is unable to recover costs suffered as a result of such short notice cancellation, then the CII can recover these costs from you.
- We may (at our option) suspend performance of the services or terminate the contract at any stage if it appears to us that you have not complied with these Terms and Conditions.
- We reserve the right to cancel, suspend or vary the operation of our obligations to you if events occur which are beyond the reasonable control of CII, including (but without prejudice to the generality of the foregoing) fire, flood, storms, plant breakdown, strikes, lock outs, riot, hostilities, non-availability of material or suppliers or any other event outside our control; and we shall not be held liable for any breach of contract or in tort resulting from such an event.
We will not be liable for any loss, damage, expense, costs, delays or other liability whatsoever (including without limitation any financial losses such as loss of profit) which you may incur as a result of any event beyond our reasonable control (including without limitation any failure of transmission, communication, computer or other facilities or your inability to access the Website for any reason or any failure, error or delay in the sending or receiving of any notice or communication or instruction through the post or any electronic medium).
Warranties and Liability
- We will perform any services with reasonable skill and care. Except as otherwise provided in these Terms and Conditions, and except where goods or services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, representations and undertakings, whether express or implied, statutory or otherwise, including but not limited to warranties of satisfactory quality, accuracy, fitness for a particular purpose and of non-infringement of the rights of a third party, are hereby excluded to the fullest extent permitted by law. Where goods or services are sold to a person dealing as a consumer, nothing in these Terms and Conditions shall affect his or her statutory rights.
- Our liability (if any) under these Terms and Conditions in respect of any defect in the goods or services or of any duty owed to you under these Terms and Conditions will be limited to the Price paid by you or if lower, the amount available under any responding insurance policy.
- Nothing within these Terms and Conditions operates so as to exclude, limit or restrict our liability for death or personal injury.
Limitation of Liability and Disclaimers
- We do our best to ensure that the information on the Website and our Offline publications are accurate and helpful at all times. However, we cannot ultimately warrant the accuracy of that information and cannot be held liable for any use you make or reliance you place on it, except as specifically agreed with us in any further agreement we may make with you in writing.
- The information provided by CII Knowledge Services, on the CII Knowledge Services section of the Website, is general in nature, and is not intended as expert advice, nor as a guide to insurance, risk or financial services for consumers. It is not a substitute for advice provided by a Financial Adviser or other suitably qualified professional. You are advised to consult with a Financial Adviser or other suitably qualified professional and to check product information for full details, changes and new information regarding any insurance or financial services product. No claims or endorsements are made for any insurance or financial services product in the CII Knowledge Services section and the editor and publisher disclaim liability for the accuracy of the information contained therein or any consequences of any use or misuse of it to the fullest extent permitted by law.
- You will indemnify CII against any and all claims, damages, losses, liabilities and costs arising from and in connection with your use and/or abuse of the Website or your breach of these Terms and Conditions.
- Any link (be it a hyperlink or other referral device) either described in an Offline publication or used on the Website (including any Restricted area) is provided solely for the use and convenience of the visitor. The link does not represent any endorsement or recommendation by us and does not mean that we have any association with the linked website. We are not responsible for the content of any websites that have links either to or from the Website or for the legal consequences of your entering into any contracts with the third parties that have these linked websites and we do not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred by you as a result.
- Access to, and use of, the Website is at your own risk and we do not warrant that the use of the Website or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection.
Vexatious and Abusive Communication and Behaviour
- CII employees and people undertaking work on behalf of the CII will not be subjected to harassment and will not engage with customers (whether members or non-members) who become abusive or whose complaints/enquiries are vexatious. Repeated complaints/enquiries from people who are abusive or vexatious may result in a complaint/enquiry taking longer to complete than necessary. The CII reserves the right to cease to communicate with a customer about a particular matter, or at all, if communication with the CII is felt to be abusive or vexatious. The CII may also take disciplinary action against any member who is found to have demonstrated abusive or vexatious behaviour and is in breach of the CII Code of Ethics. All forms of communication including email, letter and telephone or face to face conversations, are covered by this policy.
Intellectual Property Rights
- All Intellectual Property Rights and goodwill in Offline publications or relating to the contents of the Website belong to either ourselves or to our suppliers.
- In particular, the CII asserts its ownership of the trademarks displayed in relation to names, exams, qualifications and exam titles (whether registered or not) and nothing contained in these Terms and Conditions or the Website should be construed as granting by implication, estoppel, or otherwise, any licence or right to use any of the trademarks whether Offline or online without our permission. However, copying and printing of those webpages which contain the trademarks is permitted within the scope of the licence contained at "Your use of the Website" below.
Your use of the Website
- You may download to a local hard disk and print extracts from the Website solely for personal use.
- You may not reproduce part or all of the contents of the Website in any form unless it is for personal use.
- You may not copy or otherwise incorporate into, or store in, any other website, electronic retrieval system, publication or other work any of the content of the Website in any form (whether hard copy, electronic or other).
- You may not frame or link to the Website or any part of it without our express permission.
- Where you have the opportunity to add or post content to the Website (including any Restricted area of the Website) you must only do so to send messages and material that are proper and appropriate to it and you shall not do any of the following:
(a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy or intellectual property rights where applicable) of others;
(b) publish, post, distribute or disseminate any material which is obscene, indecent or unlawful;
(c) advertise or offer to sell any goods or services, or conduct or forward surveys, contests, or chain letters;
(d) upload files that contain software or other material protected by intellectual property laws (or by rights of confidentiality or privacy, where applicable) unless you own or control the rights thereto or have received all necessary consents;
(e) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of our or another's computer;
(f) upload files which contain an active hyperlink to another website;
(g) delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;
(h) falsify the origin or source of software or other material contained in a file that is uploaded; and/or
(i) download any file posted by another user of the Community Area that you know, or reasonably should know, cannot be legally distributed in such manner.
- We shall be entitled at any time to delete, remove or suspend the whole, or any part, of any content added or posted to the Website without notice and without incurring any liability.
- By logging in to the Website and creating a user profile, you confirm that the e-mail address you provide is solely accessible by you and is secure from any external third-party access.
Data Protection & Privacy
- We will use our best endeavours to safeguard the privacy of our users. For further information, including of our data processing practices please read our Privacy Statement.
- CCTV is in operation at some of our testing centres for a number of reasons, including to monitor examination performance and fulfil our disciplinary and regulatory functions. By attending an examination, you are giving your consent to being recorded.
Information to Improve Our Website
- We collect information automatically about your visit to our Website. This information is used to help us follow browsing preferences on our Website so that we can regularly improve our service.
- We reserve the right to change these Terms and Conditions under which the Website is offered at any time. Any such change in these Terms and Conditions will be effective once reflected in the text of the Terms and Conditions and published on this webpage or Offline. You should check these Terms and Conditions periodically to ensure that you are aware of, and complying with, the current version.
- Nothing in these Terms and Conditions is intended to confer a benefit on, or to be enforceable by, any person who is not a party to these Terms and Conditions, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- The interpretation, construction, effect and enforceability of these Terms and Conditions shall be governed by English Law, and you and we agree to submit to the exclusive jurisdiction of the English courts for the determination of disputes.
Additional Terms and Conditions
- Please note the CII exam policies are detailed at www.cii.co.uk/policies. These policies are additional terms and conditions and relate, in the main, to entering and sitting of exams and the subsequent issue of exam results. Please note that by entering any examination with the CII, you agree to be bound by these additional terms and conditions.
Last updated 08/2017
CHARTERED INSURANCE INSTITUTE AND SUBSIDIARY COMPANIES (“CII”)
STANDARD BUSINESS TERMS AND Conditions of Trade (“the Conditions”)
Under the Agreement for the Supply and Purchase of Goods and/or Services (the “Main Agreement”), CII shall sell the goods defined in the Main Agreement (referred to in the Conditions as “the Products”) and/or supply the services defined in the Main Agreement (referred to in the Conditions as “the Services”) and the Customer shall purchase the Products and/or the Services from CII subject to the terms of the Main Agreement and the Conditions. Terms and expressions defined in the Main Agreement (including any Schedule and/or any Appendix) shall, save where the context requires, bear the same meanings in these Conditions. References in these Conditions to a Schedule shall mean a Schedule to the Main Agreement. In the event of any conflict between these Conditions and the terms of the Main Agreement and/or its Schedules and/or Appendices, the terms of the Main Agreement and/or its Schedules and/or Appendices shall take precedence.
The Customer shall make all orders pursuant to the terms of the Main Agreement. In the case of any additional Schedules and/or Appendices that might apply the Customer must execute the necessary additional forms and/or contract terms (if any).
No terms or conditions endorsed on, delivered with or contained in a Customer’s Order Form, specification or similar document will form part of the contract for the purchase of Products and/or the Services between the Customer and CII. By submitting an order, the Customer acknowledges it is aware of and accepts these Conditions and the terms of the Main Agreement and /or its Schedules and/or Appendices.
Unless otherwise agreed in writing with CII, the Customer shall not be entitled to cancel any order for Products and/or the Services once the first instalment of the order has been despatched and/or supplied by CII.
Save in cases of proven fraud, any variation to these Conditions (including the Main Agreement and any Schedule and/or Appendix) and any representations about the Products and/or the Services shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Customer and CII.
- INVOICING AND LATE PAYMENT
2.1 Unless otherwise agreed in writing, CII shall submit invoices to the Customer’s registered office and all invoices shall be paid within 30 days of the invoice date (“the Due Date”). If the Customer fails to pay on the Due Date any amount 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.
2.2 The Customer shall not be entitled to make any set off in respect of amounts due to CII.
- RISK AND OWNERSHIP IN THE PRODUCTS
3.1 Where the Main Agreement relates to the supply and purchase of goods from CII to the Customer, the risk in and responsibility for the Products shall pass to the Customer once they have been delivered to the Customer.
3.2 Subject to clause 3.4, ownership of the Products shall not pass to the Customer until CII has received payment in full for all monies owed by the Customer to CII.
3.3 Until ownership of the Products passes to the Customer, the Customer shall hold the Products on the following terms:
(a) the Products shall not be mixed with other goods or altered in any way; and
(b) the Products shall be adequately stored and maintained in a satisfactory condition.
3.4 Until ownership of the Products passes to the Customer, the Customer grants CII an irrevocable licence for CII, its agents and employees to enter any premises where the goods of the Customer are stored to ascertain whether any Products are stored there and to inspect, count and/or recover them.
3.5 The Customer shall register any necessary charge over money or goods or take such other steps as is necessary to give effect to this clause 3 at the request of CII.
3.6 CII’s consent to the Customer’s possession of the Product and any right the Customer may have to possession of the Product shall cease at whichever is the earliest of the following events:
3.6.1 if any sum due under the Main Agreement or these Conditions is not paid to the CII by or on behalf of the Customer on or before the Due Date;
3.6.2 if the Customer, not being a company, applies for an interim order or proposes a voluntary arrangement with its creditors under Part VIII of the Insolvency Act 1986 or does or fails to do anything which would entitle a petition for a bankruptcy order to be presented;
3.6.3 if the Customer, being a company, does or fails to do anything which would entitle any person to appoint a receiver of the whole or any part of the Customer’s assets or which would entitle any person to present a petition for an administration order or the winding up of the Customer.
- SUPPLY OF SERVICES
4.1 Where the Main Agreement relates to the supply of services from CII to the Customer, CII shall provide the Services to the Customer in accordance with the Main Agreement in all material respects.
4.2 CII shall use its reasonable endeavours to meet any performance dates for the Services specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.3 CII shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and CII shall notify the Customer in any such event.
- CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
(a) ensure that the Customer's order for the supply of the Products and/or Services (“the Order”) is complete and accurate;
(b) co-operate with CII in all matters relating to the Services;
(c) provide CII, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by CII to provide the Services;
(d) provide CII with such information and materials as CII may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Customer's premises as reasonably required by CII to provide the Services and;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of CII (“CII Materials”) at the Customer's premises in safe custody at its own risk, maintain CII Materials in good condition until returned to CII, and not dispose of or use CII Materials other than in accordance with CII's written instructions or authorisation.
5.2 If CII's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) CII shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays CII's performance of any of its obligations;
(b) CII shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CII's failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse CII on written demand for any costs or losses sustained or incurred by CII arising directly or indirectly from the Customer Default.
- CONFIDENTIALITY, PUBLICITY AND DATA PROTECTION
6.1 Each party shall during and after the term of the Main 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 6, or subsequently comes lawfully into the possession of such party from a third party not under a duty of confidentiality.
6.2 The terms of the Main Agreement are confidential and may not be disclosed by the Customer without the prior written consent of CII.
6.3 The provisions of this Clause 6 shall remain in full force and effect notwithstanding termination of the Main Agreement for any reason.
6.4 Each party confirms that where they process personal data on behalf of the other, they will ensure compliance with the Data Protection Act 1998 (“the Act”), as amended, updated or re-enacted from time to time and any related legislation in so far as the same relates to the provisions and obligations of the Main Agreement. “Personal data” shall have the meaning given to it in the Act. In particular, but without limitation, the parties shall:
6.4.1 only carry out processing of personal data in accordance with the other’s instructions;
6.4.2 only disclose it to or allow access to it by those of their employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of the personal data relates to their job or function;
6.4.3 assist the other with all subject information requests received from data subjects.
6.5 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. This indemnity will not apply to relieve a party of any loss caused by its own actions/omissions.
- INTELLECTUAL PROPERTY RIGHTS
7.1 The Customer acknowledges that:
7.1.1 any intellectual property rights in the Products and/or the Services are CII’s (or its licensor’s) property;
7.1.2 nothing in the Main Agreement or these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to any intellectual property rights in the Products and/or the Services and CII asserts its full rights to control the use of its trade marks;
7.1.3 any reputation in any trade marks affixed or applied to the Products and/or the Services shall accrue to the sole benefit of CII or any other owner of the trade marks from time to time.
7.2 The Customer agrees not to remove any copyright notices or confidential or proprietary legends or identification from the Products and/or the Services.
7.3 The Customer shall not use (other than as authorised under the provisions of the Main 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.
7.4 The Customer agrees to promptly and fully notify CII of:-
7.4.1 any actual, threatened or suspected infringement of any intellectual property rights in the Products and/or the Services which comes to the Customer’s notice; and
7.4.2 any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Products and/or the Services infringes the rights of any person.
7.5 The Customer 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 7.4
- FORCE MAJEURE
Without prejudice to the generality of Conditions 1, 3 and 4 above, CII reserves the right to suspend or cancel any sales and/or supplies of Products which are not able to be made by virtue of any circumstances beyond the reasonable control of CII and CII shall not be liable for any loss caused by such cancellation or postponement of sale or supply. In the event that the circumstances prevent sale delivery or supply for 30 days or more, the CII may terminate the contract (in whole or in part) by written notice to the Customer and shall not be liable accordingly.
9.1 Where the Main Agreement relates to the supply and purchase of goods from CII to the Customer, CII warrants that the Products to be supplied are of satisfactory quality and CII shall use reasonable skill and care when providing the Products; and/or
where the Main Agreement relates to the supply of services by CII to the Customer CII warrants to the Customer that the Services will be provided using reasonable care and skill.
All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in this Agreement are excluded to the fullest extent permitted by law.
9.2 If the Products supplied are found to be in breach of Clause 9.1, CII will, at its option, repair or replace or refund the Customer the relevant price. CII may, subject to availability of stock, within a period of four weeks from the date of written notice from the Customer (subject to Clause 9.2.3) replace any Products which are proved to the reasonable satisfaction of CII to contain defects in material or workmanship. This obligation will not apply where:
9.2.1 the Products have been improperly altered in any way whatsoever, or have been subjected to misuse or unauthorised repair;
9.2.2 the damage is due to reasonable wear and tear; or
9.2.3 the Customer has failed to notify CII of any defect or suspected defect within 14 days of delivery of the Product in question where the defect should be apparent on reasonable inspection or within 14 days of the same coming to the knowledge of the Customer where the defect is not one which should be apparent on reasonable inspection. If the Customer fails to give notice as specified in this Clause then the Products shall conclusively be presumed to comply with the warranty in Clause 9.1 and, accordingly, the Customer shall be deemed to have accepted the Products in question and CII shall have no liability to the Customer with respect to that delivery (except in relation to liability for any latent defects).
9.3 Any faulty Products returned to CII will then belong to the CII and any goods so replaced will belong to the Customer. Any replacement Product will be subject to the same terms specified in Clause 9.1 and/or 9.2 following delivery.
- WAIVER OF RIGHTS BASED ON MISREPRESENTATION
10.1 Each party unconditionally waives any rights it may have to claim damages against the other and/or to rescind the Main Agreement, on the basis of any oral or written statement made by the other or by its legal advisers (whether made carelessly or not) not set out or referred to in the Main Agreement or these Conditions (or for breach of any warranty given by the other not so set out or referred to) unless such statement or warranty was made or given fraudulently.
- LIMITATION ON LIABILITY
11.1 CII’s total liability in contract, tort (including negligence), by way of indemnity, misrepresentation or otherwise in relation to the Main Agreement and these Conditions shall be limited to the list price of the Products and/or fee(s) charged for the Services to which the claim relates or, if lower, the amount recoverable under the respective liability insurance policy arranged by CII from time to time.
11.2 CII shall not be liable to the Customer for:
(a) any indirect or consequential loss or damage;
(b) loss of data or other equipment or property;
(c) economic loss or damage;
(d) liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and/or punitive damages); and /or
(e) any loss of profit, interest, revenue, anticipated savings or business or damage to goodwill, even if CII is advised in advance of the possibility of any such losses and/or damages.
11.3 Where the Main Agreement relates to the supply and purchase of goods by CII to the Customer, CII shall also not be liable for any losses arising from the Customer’s subsequent use or misuse of the Products including (without limitation):
(a) fair wear and tear;
(b) wilful damage;
(c) the Customer’s negligence or that of its agents or employees or any failure to follow CII’s instructions as to use of the Products;
(d) any alteration or repair of the Products by any manufacturing process or otherwise.
11.4 The Customer acknowledges and agrees that the limitations contained in this Clause 11 are fair and reasonable in the light of all the circumstances.
11.5 The exclusions in this Clause 11 shall apply to the fullest extent permissible at law, but CII does not exclude liability for death or personal injury, caused by the negligence of CII, its officers, employee, contractors or agents; fraud, , or for any other liability which may not be excluded by law.
11.6 In furtherance of the provisions of this Clause 11, CII shall take out at its own cost and maintain in force, for so long as CII has obligations under this Agreement, appropriate insurance cover (including in respect of errors and omissions) for a sum of money of not less than £1 million.
- DURATION AND TERMINATION
12.1 The Main Agreement shall commence on the date set out therein and, subject to the provisions of this Clause 12, shall continue until the expiry of the Term.
12.2 Either party may immediately terminate the Main 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 the Main Agreement or these Conditions 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) an order is made or a petition is presented for the bankruptcy of the other party;
(c) an order is made or a resolution is passed for the winding-up of the other party except in the case of a voluntary winding-up for the purposes of a scheme of reconstruction or amalgamation, the terms of which shall previously have been approved in writing by the other party;
(d) an administration order is made or a petition for such an order is presented in respect of the other party;
(e) a receiver (which expression shall include an administrative receiver) is appointed in respect of the other party or any of the other party’s assets;
(f) the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(g) any voluntary arrangement is proposed under section 1 of the Insolvency Act 1986 in respect of the other party;
(h) the other party ceases, or threatens to cease, to carry on business; and
(i) any event analogous to those described in clauses 12.2(b) to 12.2(h) occurs in relation to the other party in any jurisdiction in which that other party is incorporated or resident or carries on business.
(j) the other party is the subject of any change of control (as defined in Section 1124 of the Corporation Tax Act 2010).
12.3 Following the expiry of the Term or the earlier termination of the Main Agreement for any reason whatsoever, CII shall be entitled (at its option) to cancel any orders for the Services and/or the Products placed with it by the Customer which have not yet been delivered.
12.4 On termination of the Main Agreement for any reason and, subject as otherwise provided in the Main Agreement to any rights or obligations that have accrued before termination, neither party shall have any further obligation to the other under the Main Agreement.
- ANTI-BRIBERY COMPLIANCE
13.1 CII and Customer shall:
13.1.1 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);
13.1.2 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;
13.1.3 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 13.1.2, and will enforce them where appropriate; and
13.1.4 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.
If any provision of the Main Agreement or these Conditions is judged to be illegal or unenforceable, the remaining provisions shall, to the fullest extent possible, continue in full force and effect and shall not be prejudiced.
Any notice required to be given by either party to the other party under the Main Agreement or these Conditions shall be served personally or sent by first class pre-paid post addressed to the other party’s representative at the address stated below.
In the case of CII: In the case of the Customer:
The Development Director The Managing Director (or such other
The Chartered Insurance Institute senior title) at the address shown on the front
20 Aldermanbury page of the Main Agreement
Any notice served personally shall be considered delivered at the time of such service and any notice sent by first class pre-paid letter shall be deemed to have been received two business days after the date of posting (as stated on the proof of posting).
The Customer shall not, without the prior written consent of CII, assign, transfer, subcontract, charge, lend or deal in any other manner its rights and obligations under the Main Agreement and these Conditions.
Any amendment, waiver or variation of the Main Agreement or these Conditions shall not be binding on the parties unless set out in writing and signed by each of the parties.
- THIRD PARTY RIGHTS
No term of the Main Agreement or these Conditions is intended to confer a benefit on, or to be enforceable by, any person who is not a party to the Main Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- ENTIRE AGREEMENT
The Main Agreement, these Conditions, any Schedules and any documents annexed as appendices or 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.
No failure or delay by CII to exercise any right, power or remedy will operate as a waiver by CII nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy by CII.
- GOVERNING LAW AND JURISDICTION
The Main Agreement and these Conditions shall be governed by and construed in accordance with English Law and each party hereby submits to the exclusive jurisdiction of the English Courts.
Last updated 08/2017