Terms and conditions

Terms and conditions

Single user access
Terms and conditions for individual access to ToolClicks products.
1. Definitions
In these terms and conditions (the ‘Terms’), unless the context otherwise requires, the following definitions shall apply:  
"Agreement" means these Terms together with any Fee invoice and/or order form in respect of the Online Services (whether in paper form or online);
"Contribution" means any contribution submitted to an Interactive Forum;
"Fee" means the fee for the Online Services as specified when we process your payment online and/or in our invoice relating to this Agreement; 
“Interactive Forum” means any application or website comprising a public forum linked to the Online Services which allows a user to make direct contributions to it. This includes (but is not restricted to) comments on LinkedIn and Twitter;
"Materials" means all materials, including Support Materials, Video Clips and content which together comprise the Online Services provided under this Agreement;
"Online Services" means the secure online environment known as ToolClicks, comprising the following CIPD products: Management ToolClicks, Interpersonal Skills ToolClicks and Learning ToolClicks;  
"Other Materials" means all materials and content excluding the Support Material and Video Clips available as part of the Online Services; 
"Secure Network" means a network (whether a standalone network or a virtual network within the internet) to which you have access;
"Start Date" means the date from which you are licensed to use the Online Services, being either: (a) if you purchase online, the date of your purchase or (b) if you purchase over the phone, the date set out in the Fee invoice;
"Support Material" means all materials and content which appear in the "Support material" tabs in the "Training tools" section of the Online Services;
"Us", "We", or "Our" means CIPD Enterprises Limited (a wholly owned commercial subsidiary of the Chartered Institute of Personnel and Development), a company with registered  number 2921002 whose registered office is at 151 The Broadway, London SW19 1JQ;
"User Generated Content" or "UGC" means any content posted by you to an Interactive Forum relating to the Online Services; and
"Video Clips" means the video clips found within the "Training clips" section of the Online Services.
2. Licence to use the Online Services
2.1  In consideration of payment of the Fee, we hereby grant you  a licence to use the Online Services (the ‘Licence’).
2.2 The Licence commences on the Start Date and ends on the date this Agreement is terminated in accordance with clause 8.  
2.3  In respect of the Support Material, you may:
(a) (if you work in an organisation) download to a Secure Network, reproduce, revise, customise and use the Support Material with your employees as a facilitator; or 
(b) (if you are a consultant) download to a Secure Network, reproduce, revise, customise and use the Support Material within your training sessions as a facilitator and you may adapt the Support Material to the needs of your client for a specific project. You may only make available to clients, potential clients and others adapted versions of the Materials, provided that such adaptation is substantive and specific to those clients, potential clients and others, and that any such provision is limited to a reasonable extent, is not systematic and would not reasonably be considered commercially prejudicial to us.
2.4  In respect of the Video Clips, you  may:
(a) play the Video Clips within the video player provided within the ‘Training Clips’ pages of the Online Services;
(b) download and play the Video Clips; and
(c) download the Video Clips to a  Secure Network and use them with your employees and within your training sessions as a facilitator.
2.5  In respect of the Other Materials, you  may download to a Secure Network, reproduce and use the Other Materials for  personal development and within training sessions as a facilitator.
2.6  This Licence is personal to you and does not entitle any other person to use the Online Services.
2.7  If you wish to host some or all of the content from the Online Services outside your facilitated sessions, for example  placing them on a company intranet or learning management system, you must apply to CIPD for a separate multi-user content licence.
3. Your obligations
3.1  You hereby agree to comply with the terms of this Agreement and  not:
(a) copy, print out or otherwise reproduce Materials or any Other Materials relating to the Online Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Materials or of the Online Services available to anyone, except as permitted under this Agreement or authorised by us in writing; and
(c) alter any part of the Materials or Online Services, except as permitted under this Agreement or authorised by us in writing.
3.2  You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials and the Online Services. Except as expressly stated in this Agreement, this Agreement does not grant you any rights to or in patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials, Online Services or any related documentation.
3.3  You are solely responsible for the appropriate use and adaption of our Materials for your own use and in your provision of advice and services to your clients.
3.4  You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with your breach of this Agreement and/or misuse of the Online Services.
3.5  You agree  to our collection, use and disclosure of your personal information in accordance with our privacy policy (available at http://www.cipd.co.uk/site-terms/privacy-policy.aspx). 
4. User Generated Content
4.1  When submitting UGC  you  agree to be bound by all provisions of this clause 4. This clause applies in relation to  each part of a Contribution as well as to its whole. 
4.2  A Contribution must be accurate (where it states facts), be genuinely held (where it states opinions), be relevant and comply with the laws of  England and Wales (and any other country from which it is posted).
4.3  A Contribution must not: be defamatory of any person; be obscene, offensive, hateful or inflammatory; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; disclose the name, address, telephone, mobile or fax number, email address or any other personal data in respect of any individual; infringe any copyright, database right or trade mark of any other person; breach any legal duty owed to a third party; be in contempt of court; be likely to harass, upset, embarrass, alarm or annoy any other person; impersonate any person or misrepresent your identity or affiliation with any person; give the impression that the Contribution emanates from us if this is not the case; advocate, promote or incite any third party to commit or assist any unlawful or criminal act; contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or contain any advertising or promote any services or web links to other sites.
4.4  You agree that your access to the Online Services may be suspended or terminated at any time with immediate effect  if we believe that you are in breach of any part of this clause 4.
5. Password and security
5.1  The username and password assigned by us allowing access to the Online Services (the ‘Password’ are for your sole use as anauthorised user of the Online Services.
5.2  You are responsible for the security of the Password and will use all reasonable endeavours to ensure that  the Online Services are not be accessed by any other person.
5.3  In the event that you suspect such unauthorised use, you must contact us immediately to notify us of the same. If we suspect that the Password is being used by an unauthorised person, we reserve the right to terminate the Licence.
5.4  You will  use all reasonable endeavours to ensure that Materials downloaded and stored are kept secure and that third parties are prevented from duplicating and reproducing such Materials in whole or in part, other than for the purposes permitted under this Agreement.
5.5  You accept sole responsibility for the use of the Online Services via the Password and shall hold us harmless and indemnified against any claim, damages, costs, losses and/or liability arising from any unauthorised use of the Online Services.
6. Warranties
6.1  We declare and you acknowledge that all implied warranties and conditions are hereby excluded to the maximum extent permitted by law, and the only warranties that we give are set out in this clause 6.
6.2  We are a provider of practical HR and Learning and Development materials and resources. We do not accept any responsibility for action taken as a result of information provided by us. . The Online Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases.
6.3  We reserve the right to amend all or any part  of the Online Services at our discretion.
6.4  We provide access to the Online Services and Materials on an "as is" basis only and do not warrant that the Online Services and Materials are complete, accurate, definitive, sufficient and/or appropriate to particular circumstances.
6.5  In providing the Online Services, we warrant that we do not infringe any intellectual property rights of a third party and that we have all the necessary rights to enter into this Agreement.
6.6  You acknowledge that the Online Services may experience interruptions, delays or loss of data. We shall make all reasonable efforts to reinstate the Online Services in the event of any such interruption or delay.
6.7  The Online Services are provided for reference purposes only and are not intended as a  substitute for professional or legal advice.
7. Liability
7.1  This clause 7 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
(a)  any breach of this Agreement;
(b)  any use made by you of the Online Services and/or the Materials or any part of them; and
(c)  any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
7.2  Except as expressly and specifically provided in this Agreement:
(a)  you assume sole responsibility for results obtained from the use of the Online Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you based on information obtained from the Online Services, or any actions taken by us at your direction; and
(b)  all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3  Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
7.4  Subject to clauses  7.1, 7.2 and 7.3:
(a)  we shall not be liable for any direct or indirect loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b)  our total aggregate 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 price paid for the Online Services during the 12 months preceding the date on which the claim arose. You hereby agree and acknowledge that this limitation is reasonable.
7.5  For the purposes of this clause 7,  "our liability" includes that of any company in our group and our/its (as the case may be) respective agents, employees, contributors and consultants and sub-contractors, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Online Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6  We shall have no liability to you under this Agreement arising from:
(a)  any event of force majeure as further set out in clause 10; 
(b)  any error or omission in the Online Services or anything not included in the Materials;
(c)  any interruption or unavailability of supply of the Online Services or any feature thereof;
(d)  any misuse of the Online Services or Materials by you or an Authorised User; and
(e)  the content of the Materials.
8. Termination
8.1  This Agreement may be terminated by either party on written notice if the other party commits a material breach of its provisions, provided that if the breach is capable of being remedied then the defaulting party has failed to remedy the same within fifteen (15) days from the date of receipt of notice specifying the breach and requiring its remedy.
8.2  We may terminate this Agreement at any time without cause by giving you not less than 12 months’ notice in writing . 
8.3  Notwithstanding the provisions of clauses 8.1 and 8.2, you have the right to terminate this Agreement without penalty within 14 calendar days of payment of the Fee and receive a full refund.
9. Privacy of data
9.1  We take the privacy and the security of the information provided by you  very seriously. All information given to us is stored securely and is not accessible to other users. We do not sell, transmit or licence any such  personal information to any third party. We will use the information that we collect lawfully for the purposes of fulfilling the Online Services in accordance with the Data Protection Act 1998.
9.2  In the event that we assign, transfer or subcontract our obligations under this Agreement,  you acknowledge and agree that your personal details,  including your  name and address, your payment record and other personal data may be passed on to a third party in order to continue provision of the  Online Services.   
9.3  In addition to section 3 of the CIPD website terms and conditions (www.cipd.co.uk/site-terms), any personal data about you  collected by us may also be used for the following purposes:
(a)  to provide access to and for the use of the Online Services; and
(b) to provide customer support and invoicing.
9.4  Please refer to our privacy policy (www.cipd.co.uk/site-terms/privacy-policy) for further information on how we process personal data.
10. Force Majeure
We shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under this Agreement caused by any circumstance beyond our control including, but not limited to, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving our employees). We may in such circumstances suspend provision of the Online Services or  terminate this Agreement at our entire discretion.
11. General
11.1  We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights or obligations under this Agreement.
11.2  We reserve the right  at any time to alter, amend, change, modify or withdraw any of the features and benefits that comprise the Online Services. Your continued use of the Online Services after notification of such change  shall be deemed to constitute acceptance by you of any such change or  modification. 
11.3  Any notice served by you  under this Agreement shall be effective only if delivered in writing by first class post or by hand or by fax (with proof of a valid transmission report) and received by us  at the address stated on the invoice relating to the Fee or such other address as may be notified from time to time.
11.4  This Agreement shall not constitute a relationship of principal and agent, partners or employer and employee between you and us. 
11.5  Your rights and obligations under this Agreement may not be assigned or transferred to any third party without our prior written consent.
11.6  Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
11.7  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.8  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.9  This Agreement, the Fee invoice and any agreed written record or order form identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledge and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it the breach of the Agreement shall be for breach of contract under the terms of this Agreement.
11.10  A person who is not a party to this Agreement shall not have any rights under the Contracts  (Rights of Third Parties) Act 1999.
11.11  This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.  
Multi-user access
Terms and conditions for multiple-user access to ToolClicks products.
1. Definitions
In these terms and conditions (the ‘Terms’), unless the context otherwise requires, the following definitions shall apply:  
"Agreement" means these Terms together with any Fee invoice and/or order form in respect of the Online Services (whether in paper form or online);
"Contribution" means any contribution submitted to an Interactive Forum;
"Fee" means the fee for the Online Services as specified when we process your payment online and/or in our invoice relating to this Agreement; 
“Interactive Forum” means any application or website comprising a public forum linked to the Online Services which allows a user to make direct contributions to it. This includes (but is not restricted to) comments on LinkedIn and Twitter;
"Materials" means all materials, including Support Materials, Video Clips and content which together comprise the Online Services provided under this Agreement;
"Online Services" means the secure online environment known as ToolClicks, comprising the following CIPD products: Management ToolClicks, Interpersonal Skills ToolClicks and Learning ToolClicks;  
"Other Materials" means all materials and content excluding the Support Material and Video Clips available as part of the Online Services; 
"Secure Network" means a network (whether a standalone network or a virtual network within the internet) to which you have access;
"Start Date" means the date from which you are licensed to use the Online Services, being either: (a) if you purchase online, the date of your purchase or (b) if you purchase over the phone, the date set out in the Fee invoice;
"Support Material" means all materials and content which appear in the "Support material" tabs in the "Training tools" section of the Online Services;
"Us", "We", or "Our" means CIPD Enterprises Limited (a wholly owned commercial subsidiary of the Chartered Institute of Personnel and Development), a company with registered  number 2921002 whose registered office is at 151 The Broadway, London SW19 1JQ;
"User Generated Content" or "UGC" means any content posted by you to an Interactive Forum relating to the Online Services; and
"Video Clips" means the video clips found within the "Training clips" section of the Online Services.
2. Licence to use the Online Services
2.1  In consideration of payment of the Fee, we hereby grant you and the named Authorised Users a licence to use the Online Services (the ‘Licence’).
2.2  The Licence for each Authorised User commences on the Start Date and ends on the date this Agreement is terminated in accordance with clause 8.  
2.3  In respect of the Support Material, you and the Authorised Users may:
(a) (if you work in an organisation) download to a Secure Network, reproduce, revise, customise and use the Support Material with your employees as a facilitator; or 
(b) (if you are a consultant) download to a Secure Network, reproduce, revise, customise and use the Support Material within your training sessions as a facilitator and you may adapt the Support Material to the needs of your client for a specific project. You may only make available to clients, potential clients and others adapted versions of the Materials, provided that such adaptation is substantive and specific to those clients, potential clients and others, and that any such provision is limited to a reasonable extent, is not systematic and would not reasonably be considered commercially prejudicial to us.
2.4  In respect of the Video Clips, you and the Authorised Users may:
(a) play the Video Clips within the video player provided within the ‘Training Clips’ pages of the Online Services;
(b) download and play the Video Clips; and
(c) download the Video Clips to a  Secure Network and use them with your employees and within your training sessions as a facilitator.
2.5  In respect of the Other Materials, you and the Authorised Users may download to a Secure Network, reproduce and use the Other Materials for the Authorised Users personal development and within training sessions as a facilitator.
2.6 This Licence is personal to you and the Authorised Users and does not entitle any other person to use the Online Services.
2.7  If you wish to host some or all of the content from the Online Services outside your facilitated sessions, for example  placing them on a company intranet or learning management system, you must apply to CIPD for a separate multi-user content licence.
3. Your obligations
3.1  You will procure that the Authorised Users comply with the terms of this Agreement and do not:
(a) copy, print out or otherwise reproduce Materials or any Other Materials relating to the Online Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Materials or of the Online Services available to anyone, except as permitted under this Agreement or authorised by us in writing; and
(c) alter any part of the Materials or Online Services, except as permitted under this Agreement or authorised by us in writing.
3.2  You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials and the Online Services. Except as expressly stated in this Agreement, this Agreement does not grant you or the Authorised Users any rights to or in patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials, Online Services or any related documentation.
3.3  You are solely responsible for the appropriate use and adaption of our Materials for your own use and in your provision of advice and services to your clients.
3.4  You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with your breach of this Agreement and/or misuse of the Online Services.
3.5  You agree  to our collection, use and disclosure of your personal information in accordance with our privacy policy (available at http://www.cipd.co.uk/site-terms/privacy-policy.aspx) and shall procure that we may do the same in relation to all Authorised Users by obtaining their consent to such collection, use and disclosure. 

4. User Generated Content
4.1  When submitting UGC  you  agree to be bound by all provisions of this clause 4 and shall procure that all Authorised Users comply with the provisions of this clause 4 as if they were a party to this Agreement.. This clause applies in relation to  each part of a Contribution as well as to its whole. 
4. 2  A Contribution must be accurate (where it states facts), be genuinely held (where it states opinions), be relevant and comply with the laws of  England and Wales (and any other country from which it is posted).
4.3  A Contribution must not: be defamatory of any person; be obscene, offensive, hateful or inflammatory; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; disclose the name, address, telephone, mobile or fax number, email address or any other personal data in respect of any individual; infringe any copyright, database right or trade mark of any other person; breach any legal duty owed to a third party; be in contempt of court; be likely to harass, upset, embarrass, alarm or annoy any other person; impersonate any person or misrepresent your identity or affiliation with any person; give the impression that the Contribution emanates from us if this is not the case; advocate, promote or incite any third party to commit or assist any unlawful or criminal act; contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or contain any advertising or promote any services or web links to other sites.
4.4  You agree that your access to the Online Services may be suspended or terminated at any time with immediate effect  if we believe that you or any Authorised User is in breach of any part of this clause 4. 
5. Password and security
5.1  The username and password assigned by us allowing access to the Online Services (the ‘Password’ is for the sole use of the named Authorised User.
5.2  The Authorised User is responsible for the security of the Password and you shall use all reasonable endeavours to procure that  the Online Services are not be accessed by any person other than an Authorised User.
5.3  In the event that you suspect such unauthorised use, you must contact us immediately to notify us of the same. If we suspect that the Password is being used by an unauthorised person, we reserve the right to terminate the Licence in respect of any Authorised User.
5.4  You shall  use all reasonable endeavours to ensure that Materials downloaded and stored by Authorised Users are kept secure and that third parties are prevented from duplicating and reproducing such Materials in whole or in part, other than for the purposes permitted under this Agreement.
5.5  You accept sole responsibility for the use of the Online Services via the Password and shall hold us harmless and indemnified against any claim, damages, costs, losses and/or liability arising from any unauthorised use of the Online Services.
6. Warranties
6.1  We declare and you acknowledge that all implied warranties and conditions are hereby excluded to the maximum extent permitted by law, and the only warranties that we give are set out in this clause 6.
6.2  We are a provider of practical HR and Learning and Development materials and resources. We do not accept any responsibility for action taken as a result of information provided by us. You should take specific advice when dealing with specific situations. The Online Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases.
6.3  We may change part or all of the Online Services at our discretion.
6.4  We provide you access to the Online Services and Materials on an "as is" basis only and do not warrant that the Online Services and Materials are complete, accurate, definitive, sufficient and/or appropriate to particular circumstances.
6.5  We warrant that, in providing the Online Services, we do not infringe any intellectual property rights of a third party and that we have all the necessary rights to enter into this Agreement.
6.6  You acknowledge that the Online Services may experience interruptions, delays or loss of data. We shall make all reasonable efforts to reinstate the Online Services in the event of any such interruption or delay.
6.7  The Online Services are provided for reference purposes only and are not intended as a  substitute for professional or legal advice.
7. Liability
7.1  This clause 7 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
(a)  any breach of this Agreement;
(b)  any use made by you of the Online Services and/or the Materials or any part of them; and
(c)  any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
7.2  Except as expressly and specifically provided in this Agreement:
(a)  you assume sole responsibility for results obtained from the use of the Online Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you based on information obtained from the Online Services, or any actions taken by us at your direction; and
(b)  all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3  Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
7.4  Subject to clauses  7.1, 7.2 and 7.3:
(a)  we shall not be liable for any direct or indirect loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b)  our total aggregate 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 price paid for the Online Services during the 12 months preceding the date on which the claim arose. You hereby agree and acknowledge that this limitation is reasonable.
7.5  For the purposes of this clause 7,  "our liability" includes that of any company in our group and our/its (as the case may be) respective agents, employees, contributors and consultants and sub-contractors, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Online Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6  We shall have no liability to you under this Agreement arising from:
(a) any event of force majeure as further set out in clause 10; 
(b)  any error or omission in the Online Services or anything not included in the Materials;
(c)  any interruption or unavailability of supply of the Online Services or any feature thereof;
(d)  any misuse of the Online Services or Materials by you or an Authorised User;
(e)  the content of the Materials; and
(f) any arrangement, agreement or understanding between the Authorised User and, if different, you, concerning the use, ownership or rights in or in respect of the Licence.
8. Termination
8.1  This Agreement may be terminated by either party on written notice if the other party commits a material breach of its provisions, provided that if the breach is capable of being remedied then the defaulting party has failed to remedy the same within fifteen (15) days from the date of receipt of notice specifying the breach and requiring its remedy.
8.2  We may terminate this Agreement at any time without cause by giving you not less than 12 months’ notice in writing . 
8.3  Notwithstanding the provisions of clauses 8.1 and 8.2, you have the right to terminate this Agreement without penalty within 14 calendar days of payment of the Fee and receive a full refund.
9. Privacy of data
9.1  We take the privacy and the security of the information provided by you and all Authorised Users  very seriously. All information given to us is stored securely and is not accessible to other users. We do not sell, transmit or licence any such  personal information to any third party. We will use the information that we collect lawfully for the purposes of fulfilling the Online Services in accordance with the Data Protection Act 1998.
9.2  In the event that we assign, transfer or subcontract our obligations under this Agreement,  you acknowledge and agree that personal details of Authorised Users, including their  names and addresses, your payment record and other personal data may be passed on to a third party in order to continue provision of the  Online Services. You further agree to obtain the prior consent of any Authorised User to our transfer of such information in the event of an assignment, transfer or subcontracting of the Online Services pursuant to this clause 9.2.   
9.3  In addition to section 3 of the CIPD website terms and conditions (www.cipd.co.uk/site-terms), any personal data about you and any Authorised User collected by us may also be used for the following purposes:
(a)  to provide access to and for the use of the Online Services; and
(b) to provide customer support and invoicing.
9.4  Please refer to our privacy policy (www.cipd.co.uk/site-terms/privacy-policy) for further information on how we process personal data.
10. Force Majeure
We shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under this Agreement caused by any circumstance beyond our control including, but not limited to, war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving our employees). We may in such circumstances suspend provision of the Online Services or  terminate this Agreement at our entire discretion.
11. General
11.1  We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights or obligations under this Agreement.
11.2  We reserve the right  at any time to alter, amend, change, modify or withdraw any of the features and benefits that comprise the Online Services. Your continued use of the Online Services after notification of such change  shall be deemed to constitute acceptance by you of any such change or  modification. 
11.3  Any notice served by you  under this Agreement shall be effective only if delivered in writing by first class post or by hand or by fax (with proof of a valid transmission report) and received by us  at the address stated on the invoice relating to the Fee or such other address as may be notified from time to time.
11.4  This Agreement shall not constitute a relationship of principal and agent, partners or employer and employee between you and us. 
11.5  Your rights and obligations under this Agreement may not be assigned or transferred to any third party without our prior written consent.
11.6  Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
11.7  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.8  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.9  This Agreement, the Fee invoice and any agreed written record or order form identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledge and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it the breach of the Agreement shall be for breach of contract under the terms of this Agreement.
11.10  A person who is not a party to this Agreement shall not have any rights under the Contracts  (Rights of Third Parties) Act 1999.
11.11  This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.