Terms and Conditions

1.1 The Licensor will work with the Licensee to provide online accounting CPD to the Licensee’s employees and its affiliates’ employees. This document sets out the terms on which the Parties will work together.

2.1 The Licensee has agreed to pay to the Licensor a fee for access to the full range of online CPD resources in the accountingcpd.net catalogue ("Service”). The Service to be provided to the Licensee by the Licensor in return for the fee is set out in this Agreement.

2.2 The primary responsibilities of the Parties are as follows:

• The Licensee’s employees and its affiliates’ employees will receive unlimited access, for the period of this Agreement, to all the CPD resources on the accountingcpd website.
• Activity will be recorded and the Licensee employees and its affiliates’ employees will have access to certification as proof of activity.
• In order to set up the Service, the Licensee and/or its affiliates will provide the Licensor with a list of employees to be included on the licence and their email addresses.
• Throughout the duration of the licence the Licensee’s employees and its affiliates’ employees will receive regular information and CPD resources from the Licensor as part of fulfilling this contract.
• The Licensor can provide usage reports to the Licensee and/or its affiliates quarterly, if requested, in a format compliant with data protection regulations.

2.3 The Licensor warrants that:

• the Service will be provided with all reasonable skill and care and in accordance with all applicable laws and regulations;
• the Service will comply with the specification set out in this Agreement;
• none of the content made available via the Service shall infringe any applicable laws or regulations or shall be defamatory or obscene;
• neither the Service nor any of the content made available via the Service shall infringe the rights, including the intellectual property rights, of any third party. The Licensor shall indemnify and keep indemnified the Licensee against all liabilities, losses, claims, costs, damages and expenses (including without limitation reasonable legal fees) suffered or incurred by the Licensee or any of its members arising out of any breach of this warranty.

3.1 The licence fee is as laid out in the associated invoice.

3.2 This Agreement shall run for an initial term of twelve months, and for the agreed number of employees, from the Commencement Date, or the agreed initial period as stated on the invoice. It shall automatically renew for successive twelve-month periods unless either Party gives at least 30 days’ written notice of termination prior to the end of the then current term.

3.2.1 Upon each renewal, the licence fee shall increase by 5% unless otherwise agreed in writing.

3.3 Further employees can be added to the licence throughout the licence period. These will be charged on a pro rata basis depending on the time left to run on the licence.

3.4 If an employee on the licence leaves the client company they can be replaced for the remainder of the licence period by a new employee at no extra cost.

4.1 Throughout the year, the Licensor publishes new content on the platform and the Licensee and its affiliates shall automatically have access to this material in the form of new courses, weekly CPD Bites, blogs and monthly update services. The programme of new resources is designed to respond to regulatory developments, case law, standard setters and other newsworthy events of relevance to the audience. Notifications will be emailed to users listing and describing new resources as they are released, and this new material shall not in total be less than 100 hours of CPD.

5.1 The Licensee and its affiliates has provided the Licensor with the personal data of its employees. Acting as data processor for this information the Licensor will at all times comply with its own published Data Protection Policy which is compliant with the UK data protection legislation (Data Protection Act 2018, UK GDPR and PECR) and the EU GDPR regulations.

6.1 Save as set out below, all intellectual property rights in the Service and the CPD resources provided via the Service shall belong to the Licensor.

6.2 For the purposes of this Agreement, Intellectual Property Rights shall mean all copyright, database right, design rights, patents, trademarks and other intellectual property rights, howsoever arising, whether or not registered, including (without limitation) all and any applications for or rights to the grant of these rights and all renewals or extensions thereof throughout the world for the full term of those rights.

7.1 The Licensee and its affiliates will disclose to the Licensor confidential information to enable the Licensor to carry out the Service. The Licensor shall use this information solely for the purpose of providing online accounting CPD to the Licensee’s employees and its affiliates’ employees.

8.1 The Licensee grants the Licensor a non-exclusive, royalty free right to use the Licensees’ logo and name in marketing materials and on its website solely for the purpose of identifying the Licensee as a client. Any use shall comply with the Licensee’s brand guidelines, if provided.

9.1 This Agreement shall continue until the agreed licence expiry date as stated in Clause 3.2 and may be terminated in accordance with Clause 3.2.

9.2 The Licensee shall be entitled to terminate this contract immediately only if the Licensor:

• fails to meet the monthly availability targets of at least 99.5% uptime per calendar month in any two consecutive calendar months, or in any three calendar months in a twelve-month period; and/or
• fails to meet the annual service availability targets of 99.5% annual uptime
• scheduled maintenance and any circumstances caused by factors outside the Licensor’s reasonable control shall be excluded from this Clause 9.2

9.3 The Licensor withholds the right to suspend any users who do not comply with the terms and conditions as stated on the website.

9.4 In the event of termination by the Licensee under this Clause 9.1 and 9.2 the Licensor shall refund any prepaid fees solely to the extent that no access to the Service provided during the remainder of the license period, and only on pro-rata basis. No refunds shall be payable where the Licensee or its users have already accessed course content within the relevant period.

9.5 For the avoidance of doubt, once access to any course or material is provided, no refund shall be payable in respect of that user’s access, regardless of whether they complete the course.

Undisputed invoices are payable within 30 days of the invoice date.

11.1 In the event that any dispute arises in respect of the construction or effect of this Agreement or the rights duties and liabilities of either Party or any matter or event connected with or arising out of this Agreement (a ‘Relevant Event’) and if the Relevant Event cannot be resolved informally within 14 days of the event occurring then it will be referred to an independent third party (the ‘Third Party’) nominated jointly by the Licensor and the Licensee.

11.2 If the Licensor and the Licensee shall fail to nominate a Third Party within 28 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either the Licensor and the Licensee by the President for the time being of the Law Society.

11.3 The Licensor and the Licensee shall each promptly prepare a written statement on the matters in dispute which (together with the relevant documents) shall be submitted to the Third Party for determination.

11.4 Subject to following the implementation of the above procedures, nothing in this Clause 11 shall operate to restrict, delay or prevent either Party exercising any other rights they may have under this Agreement including recourse through the Courts of England and Wales.

12.1 Notices. All notices shall be given in writing to the address of the Party to be notified set out above. Any notice sent by post shall be sent by pre-paid first class recorded delivery post.

12.2 Force majeure. In the event of force majeure (including without limitation act of God, strike or war) preventing a Party from observing and performing the terms and conditions to be observed and performed on its part under this Agreement for a period exceeding 60 days the other Party shall be entitled to terminate this Agreement forthwith by written notice.

12.3 Neither Party shall be liable for any indirect, consequential or special loss or damage. The Licensor’s liability under this Agreement shall be limited to the amount of fees paid by the Licensee in the 12 months preceding the claim.

12.4 Third party. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.5 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

12.6 Assignment. Neither Party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

12.7 This Agreement will be governed by and construed exclusively in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.