TERMS OF CERTIFICATION RESOURCES REQUESTS

1. SUBMITTING REQUESTS FOR CERTIFICATION RESOURCES

1. 1. Certification Resources are available through this Online Platform (“ICDL Connect”).  You may only avail of this Online Platform if your ATC Agreement is valid and subsisting.
2. 2. This Online Platform will guide you through the steps you need to take to request provision of the Certification Resources. The steps allow you to check and amend any errors before submitting your request to us. You should check your request at each stage of the process.
3. 3. After you submit your request, you will receive an automated e-mail from us acknowledging that we have received your request. The email may include an invoice or in other cases, a proforma invoice for your records.  This does not mean that your submission has been accepted. 
4. 4. Certification Resources will only be delivered or made available to you in accordance with these Legal Terms once payment in cleared funds has been received by us (including any applicable delivery charges in respect of Offline Certification Resources).
5. 5. Our release of any Certification Resource to you confirms our acceptance of your request in respect of that Certification Resource.  You cannot change or cancel it after that and, except as set out in clause 14.6, you will not be entitled to a refund.
6. 6. If we are unable to provide you with any or all of the Certification Resources, we will inform you of this by e-mail and we will not process your request for the Certification Resource we are unable to provide you with (though we may process your request for any remaining available Certification Resources). If you have already paid for the Certification Resource that cannot be released, we will refund you the full amount as soon as possible for the Certification Resource.
7. 7. In our absolute discretion, we may decide not to provide you with any Certification Resources and refund any payments received in respect of unfulfilled Certification Resource Requests.

2. TYPES OF CERTIFICATION RESOURCES

1. 1. You can request Certification Resources through the Online Platform that are both Offline (i.e. Certification Resources physically delivered to you such as hard copy materials or a CD Rom containing software that is to be installed locally by you) and Online (i.e. Certification Resources made available for access and use through the Administration Platform).
2. 2. Certification Resources are for use either by you as the Accredited Test Centre (“ATC”) or a registered Candidate. Some Certification Resources may only be used by an ATC – these are called ATC Certification Resources.  Other Certification Resources may be made available by you for access and use by Candidates – these are called Candidate Certification Resources. 
3. 3. You may re-allocate certain Certification Resources to a Candidate through the Administration Platform. This will be evident from the Certification Resource Specification and/or the Online Platform or the Administration Platform. You are entirely responsible to Candidates in respect of any Candidate Certification Resources re-allocated by you to Candidates.
4. 4. When you submit a request for Online Certification Resources, you are applying for an Online Certification Resource Licence in respect of the Online Certification Resource.  Each Online Certification Resource Licence permits the Online Certification Resource to either:

1. 1. 1. be accessed and used for a set period of time – once this period of time is exhausted, the Online Certification Resource Licence in turn is exhausted; or
      2. be accessed and used a specified number of times - once this number is exhausted (i.e. when you have allocated the Online Certification Resource Licence by the specified number), the Online Certification Resource Licence in turn is exhausted. 

The type of Online Certification Resource Licence will be identified in the Certification Resource Specification or Supplemental Terms for the Online Certification Resource concerned.

1. 5. Once you have submitted a request for an Online Certification Resource Licence for use by you as an ATC and payment has been confirmed, it will be accessible via your ATC Account on the Administration Platform.  Such access and use is subject to the Legal Terms, including any applicable Supplemental Terms for the particular Online Certification Resource.

3. CANDIDATES

1. 1. Where you submit a request for an Online Certification Resource Licence for use by a Candidate and payment has been confirmed, it will be accessible for re-allocation by you to a Candidate Account on the Administration Platform.  Once you do this, you can enable the relevant Candidate to access and use that particular Online Certification Resource through the Administration Platform.  Such access and use is subject to the Legal Terms, including any applicable Supplemental Terms for the particular Online Candidate Certification Resource.  For instance, in some cases, certain Online Certification Resources may only be accessed by a Candidate in controlled environments and subject to your direct supervision.
2. 2. You are only permitted to provide Certification Resources that you receive from us to Candidates.  Such provisions should be passed to Candidates (or Corporate users) with no mark-up on the payment made to us.  You are permitted to apply your own fees to Candidates (or Corporate users) in respect of supplementary services provided directly by you.

1. 3. You may:

1. 1. 1. grant rights of access and use in accordance with the ATC Manual to an Online Candidate Certification Resource in accordance with the applicable Online Certification Resource Licence on condition that each Candidate has been validly assigned a Candidate Registration Number in accordance with the ATC Manual; and
      2. provide Offline Certification Resources to only registered Candidates and only for and on your own behalf,

and only for use in connection with the Certification Programmes for which the Candidate has registered.

1. 4. You shall:

1. 1. 1. ensure that the Candidates you authorise to access and use Candidate Certification Resources are limited to those expressly permitted by the Legal Terms; and
      2. not allow or suffer any Candidate Account to be used by more than one individual Candidate in accordance with the applicable Online Certification Resource Licence.

4. RESTRICTIONS

1. 1. You agree that the Platforms and Certification Resources and all Intellectual Property in them (including all the software in or accessible through them and the ‘look and feel’ of them and all parts of them), are the property of us and our third party licensors. 
2. 2. You have no, and are not granted any, rights in or to the Platforms and Certification Resources and all Intellectual Property in them (including all the software in or accessible through them and the ‘look and feel’ of them and all parts of them), other than the rights expressly granted in the Legal Terms and the right to use Offline Certification Resources.
3. 3. You shall not make any representation, promise, warranty or other statement of fact about the Platforms or Certification Resources that is not expressly set out in the documentation provided by us to you. 
4. 4. You shall not make any representation, promise or warranty or other pledge, or incur any liability, on our behalf or purport to pledge our credit or purport to make any contract binding upon us.
5. 5. You shall not remove from, tamper with or conceal any copyright, patent or trade mark insignia or statement on or within any Certification Resource or Platform.

5. PAYMENTS

1. 1. Payment rates for the Certification Resources may change from time to time but changes will not affect any requests already submitted.  We may change the rates by posting a revision on our Online Platform or by notifying you by email of a change.
2. 2. Payment rates for Offline Certification Resources do not include delivery charges. To check the relevant delivery charges, please refer to our Finance Department. Delivery charges will be invoiced separately. We will not dispatch an Offline Certification Resource until we have received payment in cleared funds and any applicable delivery charges.
3. 3. All payment rates are exclusive of any taxes and duties such as value added tax, import or other duties.  You shall pay all such taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
4. 4. The Online Platform contains a number of Certification Resources.  If we mistakenly accept and process your request where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel your submitted request and refund you any sums paid.

6. DELIVERY

1. 1. Delivery of offline certification resources is complete when:

1. 1. 1. we deliver the Offline Certification Resource to the address provided by you as formally recorded in our Finance system; or
      2. where it is provided in soft copy:

a) at the time we send the email with the relevant attachments to the email address provided by you as formally recorded in our Finance system; or b) at the time you are given access to download the required material.

1. 2. An Online Certification Resource Licence starts at the time valid access rights to the particular Certification Resource is provided to you.  It ends at the earlier of:

1. 1. 1. the termination of the Legal Terms;
      2. when your ATC Agreement is no longer valid; or
      3. when it terminates according to the terms of the Online Certification Resource Licence set out in the relevant Certification Resource Specification or Supplemental Terms.

1. 3. You shall immediately notify us in writing of any breach of these Legal Terms, including any applicable Supplemental Terms and any applicable Online Certification Resource Licence by you or any of your Candidates.

7. Cancellation and Termination

1. 1. This agreement automatically terminates when your ATC Agreement with us is terminated or, when you have availed of all Certification Resources requested.
2. 2. We may terminate our agreement with you (in whole or in part):

1. 1. 1. where permitted by another provision in these Legal Terms and/or your ATC Agreement;
      2. if you or your Candidates breach any provision in these Legal Terms;

1. 3. On the termination or expiration of this agreement all your rights under these legal terms end and you shall deliver up and return to us all copies of the documentation we made available to you and irrevocably delete any electronic versions of documents we made available to you.  You must pay all sums due and owing to us immediately upon the termination or expiration of this agreement.

End.