Terms & Conditions

Cambridge Financial English Licence Agreement

 

This Cambridge Financial English Licence Agreement (this “Agreement”) is made BETWEEN: THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF CAMBRIDGE acting through its departments: UNIVERSITY OF CAMBRIDGE ESOL EXAMINATIONS (“ESOL”), of Syndicate Buildings, 1 Hills Road, Cambridge, CB1 2EU, UK and CAMBRIDGE UNIVERSITY PRESS (the “Press”) of The Edinburgh Building, Cambridge, CB2 2RU, UK and The Association of Chartered Certified Accountants (“ACCA”) (collectively, “Cambridge” for the purposes of this Agreement), and You the institutional customer and any affiliates, Authorised Users or associated persons of any kind (“You” or “Customer”) by and on the date of Your initial use of a Student Account or institutional login; such login access to the Site shall be deemed Your unconditional acceptance of this Agreement.
WHEREAS: Cambridge has developed the Cambridge Financial English course (“the Course”), which is comprised of 20 topic-based modules and is defined as B2/C1 level course for students or professionals of Financial English, and wishes to sell the Course to Customer; and Customer wishes to purchase the Course from Cambridge and offer it for sale to its students as a language improvement opportunity and Customer wishes to use and grant use of the Site in order to facilitate such purchases and student offerings; NOW, THEREFORE, the parties, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby agree as follows:

 

1. Definitions

 

‘Authorised User’ means an individual learner who is a registered student or employee of Customer and is considered by the Customer to have the appropriate educational ability to be able to engage with the Course;

‘Site’ means the online system which enables access to the online part of the Course;

‘Student Licence’ means the unique code, the login, which enables an Authorised User to access the online contents of the Course. This is distinct from the face-to-face tuition which will be the provision and responsibility of the Customer;

 

2. Purchase

 

2.1

Customer will purchase a fixed number of Student licences, at the fee set forth in the Course Set-Up Application and Repeat Order Form, which may change from time to time at Cambridge’s discretion for each Student Licence, one Student Licence to be used by each Authorised User taking the Course.

2.2

Student Licences include a password which is unique to each Authorised User and is confidential.

2.3

Payment for Student Licences will be by Customer on receipt of an invoice from Cambridge. Payment shall be made by Customer as per the terms set out on the invoice. Initially, access to the Course will not be granted until invoices have been paid. If invoices are not paid as required, Cambridge reserves the right to withdraw access to any unpaid Student Licences.

 

3. Licence

 

Payment of the Student Licence (i.e. login) fee entitles Customer to a non-exclusive, non-transferable, non-refundable login to access the online section of the Course. Customer is further permitted to grant access to the online section of the course to Authorised Users. For the avoidance of doubt, the Customer shall ensure that Authorised Users comply with the Terms and Conditions for use of the Site.

 

4. Obligations of Cambridge

 

4.1

Cambridge undertakes to provide access to the Site, as far as this is reasonably possible given the nature of the internet and occasional requirements for maintenance.

 

5. Obligations of Customer

 

5.1

Customer shall:

5.1.1 ensure that all students enrolled on the Course are considered to be at the appropriate language level;

5.1.2 designate a Customer administrator to set up Authorised Users on the Site once the Student Accounts have been purchased;

5.1.3 ensure that the Customer and Customer’s administrator comply with the Terms and Conditions of Site Use attached hereto as Appendix 1 to this Agreement;

5.1.4 arrange for the face-to-face teaching element of the Course to be provided to Authorised Users who have Student Accounts, and for whom the Customer remains solely responsible;

5.1.5 ensure that the teaching element of the Course is provided to the highest possible standard, that teaching is carried out and that students attend the classes and are prepared adequately;

5.1.6 ensure that the teachers who provide the teaching element of the course comply with the Terms and Conditions of Site Use attached hereto as Appendix 1 to this Agreement;

5.1.7 the Customer will deal with any complaints received from students, forwarding such complaints to Cambridge as concern the Site and the Course on the Site and only where the Customer is unable to resolve the complaint themselves.

 

6. Exclusion of liability

6.1

Cambridge will endeavour to ensure that all information on the Site is accurate. However, the Site and material available on the Site is provided for general information purposes only and is not intended to provide comprehensive information or guidance on the subjects covered.

6.2

The Customer acknowledges that any reliance on any information or other material contained on this Site is entirely at the Customer’s own risk and all other warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the Site are hereby excluded to the fullest extent permitted by law.

6.3

Nothing in this Agreement shall exclude Cambridge’s liability to the Customer for fraudulent misrepresentation by Cambridge or for death or personal injury resulting from the gross negligence of Cambridge or that of their employees.

6.4

SUBJECT TO THE ABOVE, THE CUSTOMER ACKNOWLEDGES THAT CAMBRIDGE’S LIABILITY TO THE CUSTOMER FOR DIRECT LOSS UNDER ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S USE OF THE SITE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, OR ON YOUR BEHALF, TO CAMBRIDGE WITHIN THE PRECEDING 6 MONTHS FOR ANY ONE INCIDENT OR SERIES OF INCIDENTS. CAMBRIDGE SHALL, HOWEVER, IN NO CIRCUMSTANCES BE LIABLE TO THE CUSTOMER UNDER OR IN CONNECTION WITH THE CUSTOMER’S USE OF THE SITE FOR ANY INDIRECT, ECONOMIC OR CONSEQUENTIAL LOSS WHATSOEVER; LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF BUSINESS; LOSS OF GOODWILL OR REPUTATION; LOSS OF USE; ANY DELETION, CORRUPTION, DESTRUCTION, LOSS OR REMOVAL OF DATA OR ANY PROFESSIONAL CHARGES.

6.5

The Customer acknowledges that Cambridge cannot guarantee that the Site will always be available to the Customer and/or Authorised Users, owing to the nature of the internet. In addition, the Customer acknowledges that the Site may be unavailable owing to maintenance, but where possible such maintenance will be carried out in such a way as to minimise the period of any disruption.

 

7. Allocation of Student Accounts

7.1

A Student Account is valid for one calendar year from activation. Once allocated there is a window of 10 working days during which Authorised User details can be changed.

7.2

Following the 10 working day window, the Student Account details cannot be changed except when the student is on long-term medical absence (on production of medical evidence), within the same calendar year as the Student Account was activated and with the agreement of Cambridge.

 

8. Security of intellectual property

 

8.1

The Customer acknowledges and agrees that the copyright and other intellectual property in material contained in the Site, including without limitation in software code, text, images, scripts and sounds, is owned by Cambridge except where otherwise stated. © CAMBRIDGE UNIVERSITY PRESS, CAMBRIDGE ESOL and ACCA.

8.2

The Customer shall monitor compliance by Authorised Users with the Terms and Conditions of Site Use set out in Appendix 1 to this Agreement for the use of the online part of the Course. Immediately upon becoming aware of any unauthorised use or other breach by one of its Authorised Users, the Customer shall inform Cambridge and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.

8.3

The Customer shall ensure that all Authorised Users are appropriately notified of and agree to respect the intellectual property rights of Cambridge.

8.4

The Customer shall ensure that adequate security is in place in order that only Authorised Users can gain access to the online part of the Course.

 

9. Termination

 

9.1

This Agreement shall run initially for a period of one year, except in the case of formalised written notice by the other party given at least (6) months prior to the termination of contract. In the absence of any formal notice to terminate this Agreement, it will be automatically renewed each year.

9.2

This Agreement shall be considered terminated immediately if the Customer commits any material breach of any of the provisions of this Agreement, and in particular of any of the provisions in articles 5 and 8 of this agreement, as well as any misuse of Intellectual Property belonging to Cambridge.

 

10. Choice of Law

 

This agreement shall be governed by and construed in accordance with English law. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the court of England over any claim or matter arising under or in connection with this agreement.

 

Cambridge Financial English Licence Agreement
APPENDIX 1
Terms and Conditions of Site Use

 

 

Your use of the Site is governed by these Terms of Use. You have accepted these Terms of Use by Your initial use of a Student Licence. In providing this Site, Cambridge also seeks to ensure Your privacy in accordance with the UK Data Protection Act 1998. For this reason, Cambridge cannot process Your data unless You have given Your consent for Cambridge to do so. Please read Clause 5 of these Terms of Use for the data protection provisions. You may print and keep a copy of these Terms of Use. The Terms of Use are a legal agreement between You and Cambridge, and can only be modified with Cambridge's prior written consent. Cambridge reserves the right to change the Terms and Conditions of Site Use at its discretion by changing them on the Site. Your continued use of the Site is deemed to be acceptance of any amended Terms of Use.

 

1. Accuracy of Information and Disclaimer

1.1

Cambridge will endeavour to ensure that all information on the Site is accurate. The Site and information available on the Site is provided for the use of candidates for the Course to whom Cambridge grants access at its sole discretion.

1.2

All other warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the Site are hereby excluded to the fullest extent permitted by law.

1.3

Nothing in these terms of use shall exclude our liability to You for fraudulent misrepresentation by CAMBRIDGE or its employees or for death or personal injury resulting from CAMBRIDGE's negligence or that of our employees.

1.4

You acknowledge that Cambridge cannot guarantee that the Site will always be available to You, owing to the nature of the Internet. In addition, You acknowledge that the Site may be unavailable owing to maintenance, but where possible Cambridge will carry out such maintenance outside core operating hours and will try to minimise the period of any disruption.

 

2. Code of conduct

2.1

You agree to ensure that any details which You supply to Cambridge through the Site are accurate and to let Cambridge know promptly if any of the details that You have supplied about Yourself change.

2.2

You may be provided with a login in order to use the Site. You agree to keep any login for use on the Site confidential. The login is personal to You and must not be passed on to anyone else. You will be responsible for any loss or damage resulting from use of Your login by any third party.

2.3

Cambridge reserves the right to terminate Your access to the Site with immediate effect should Cambridge consider that Your use of the Site is detrimental to the Site or to other users.

2.4

If accessing any part of the Site You agree:

2.4.1 not to use the Site in such a way that disrupts, interferes with or restricts the use of the Site by other third party users;

2.4.2 to ensure that any materials uploaded, displayed or transmitted by You through or to the Site are not false, offensive, defamatory, threatening, obscene, unlawful and do not breach or infringe the rights of any person anywhere in the world and You waive any moral rights in respect of any such materials;

2.4.3 not to reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of the Site nor attempt to transmit to or via the Site any information that contains a virus, worm, Trojan Horse, or other harmful or disruptive component;

2.4.4 not to send "spam" e-mail or any unsolicited correspondence which is unrelated to the business of Cambridge to any addresses made available on the Site; and

2.4.5 not to change, modify, delete, interfere with or misuse data contained on the Site entered by or relating to any third party user of the Site.

2.5

If Cambridge suffers loss owing to a breach by You of these Terms of Use, You agree to indemnify Cambridge for any such loss.

2.6

You should satisfy Yourself that You have appropriate protection against computer viruses, worms, Trojan Horses or other items of a destructive nature whilst using the Internet, and that Your connection to the Site is secure.

2.7

You agree to keep information obtained through the Site, in particular examination questions, strictly confidential.

 

3. Links

3.1

The Site may include hypertext links to third party web sites. CAMBRIDGE ACCEPTS NO RESPONSIBILITY FOR, AND CAN GIVE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS IN RESPECT OF, THE CONTENT OR AVAILABILITY OF MATERIAL OF ANY THIRD PARTY SITE; and You may not create any hypertext link to the Site.

 

4. Copyright and intellectual property

 

4.1

Customer acknowledges and agrees that the copyright and other intellectual property in material contained in the Site, including without limitation in software code, text, images, scripts and sounds, is owned by Cambridge except where otherwise stated. © CAMBRIDGE UNIVERSITY PRESS, CAMBRIDGE ESOL and ACCA

4.2

All other rights are reserved by Cambridge and the word 'Cambridge' is a registered trade mark of the University of Cambridge worldwide.

 

 

5. Data Protection

 

5.1

By accessing the Site You consent to Cambridge processing Your personal data in accordance with these Terms of Use and Cambridge's Data Protection provisions. Cambridge is committed to protecting the privacy and confidentiality of information provided by Users who access the Site and it upholds the relevant data protection principles and processes all personal data in accordance with the UK Data Protection Act 1998.

5.2

Collection of personal information - In order for Users to use some of Cambridge's online services and to gain the full benefits of such services, Cambridge needs to collect and process various personal data. Prior to accessing the test You will be asked to complete one or more online forms which request such data, including Your name, identity number, birth date and Company name.

5.3

Processing of data - The personal data Cambridge collects is used to process Your test and provide You with Your results. If You are a User based outside the UK, this may involve the transfer of personal data overseas. Cambridge will also keep a record of You as a User of its services and may contact You in the event that any other relevant product or service becomes available (in which case You would be given the option of choosing not to receive further information).

5.4

Disclosure of information to third parties - Cambridge will use reasonable endeavours not to disclose Your User information to any other third parties, unless we are required to do so by law or any court order, or unless You consent to such disclosure.

5.5

Security - This Site and Cambridge's computer systems have security measures in place with the aim of protecting the loss, misuse or alteration of the information You provide to Cambridge.

5.6

Changes to this statement - Cambridge will notify You of changes to data protection provisions by displaying them on this Site.

 

6. Other agreements

6.1

In the case of any conflict between these Terms of Use and any other agreement which You have with ESOL or CUP or the University of Cambridge, an agreement with the University of Cambridge itself and not with one of its departments shall prevail. These terms of use shall not affect or override any of the statutes of the University of Cambridge.

 

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