1. DEFINITIONS

The following definitions and rules of interpretation shall apply to these Conditions:

• 1.1. Activation Date: the date when Cambridge shall first supply the Customer with access to the Blended Licence or Digital-Only Licence as indicated by Cambridge on its Product Technologies Confirmation email and from which point the Licence Period shall commence;
• 1.2. Additional Purchase Quantity(ies): any quantity of the Product purchased by the Customer above the original Purchase Quantity during the Term, as mutually agreed by the Parties in writing in accordance with Clause 5.5;
• 1.3. Blended Licence: a bundled Site Licence under which the Customer and its Users are granted access to the eBook digital versions of the Product delivered via Cambridge’s Platform subject to the Proof of Purchase;
• 1.4. Cambridge: the Chancellor, Masters, and Scholars of the University of Cambridge acting through its department Cambridge University Press & Assessment, having its principal office at Shaftesbury Road, Cambridge, CB2 8EA (Cambridge) and any of Cambridge’s subsidiaries and/or holding companies;
• 1.5. Conditions: the standard terms and conditions of licence for the Product as specifically set out in this document. To the extent that any matters are not expressly addressed in this document, the Customer acknowledges and agrees that Cambridge’s “Conditions of sale – goods” (as set out here https://www.cambridge.org/legal/conditions-of-sale-goods) shall apply and shall govern such matters. In the event of any inconsistency, this document shall prevail;
• 1.6. Confidential Information: any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, methods, technology, technical data, personnel and suppliers of the disclosing Party, together with all information derived by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential or other matters connected with the Site Licence, and information concerning a Party’s relationships with actual or potential clients, customers, suppliers and the needs and requirements of such persons;
• 1.7. Customer: the person, company, organisation, or institution who purchases the Product from Cambridge pursuant to the Conditions;
• 1.8. Digital-Only Licence: Site Licence under which the Customer and its Users are granted access only to the eBook digital versions of the Product which shall be delivered via Cambridge’s Platform and provided with eight (8) complimentary physical copies of the teacher editions of the Product per Purchase Quantity (as selected by the Customer subject to availability);
• 1.9. Effective Date: the “document date” indicated on Cambridge’s Invoice and Cambridge’s acceptance of the Customer's order (in accordance with Clause 2.1) from which the Conditions and payment terms begin to apply;
• 1.10. Force Majeure Event: an event, circumstance or cause beyond a Party’s reasonable control, including but not limited to war, fire, flood, storm, power failure, cyber incidents, act of God, and/or act of terrorism;
• 1.11. Fee: the sum payable by the Customer to Cambridge as further detailed in the Invoice, exclusive of all and any Taxes. As of the date of these Conditions, the Fee per Purchase Quantity is (i) $2,000 USD for a Digital-Only Licence (which includes eight (8) complimentary physical copies of Teacher’s Editions selected by the Customer subject to availability) or (ii) $800 USD for a Blended Licence (subject to the Customer’s Proof of Purchase of corresponding physical copies of each Product), unless otherwise agreed and reflected in the Invoice;
• 1.12. Intellectual Property Rights: any and all patents, rights to inventions, copyright and related rights, Trade Marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• 1.13. Invoice: a document indicating the Effective Date and Cambridge’s written acceptance of the Customer’s order for Cambridge’s supply of the Product. The Invoice shall contain specific details of the Product, including the Licence Type, Purchase Quantity, applicable Fee, payment details, and any other special conditions;
• 1.14. Licence Period: a period of twelve (12) months commencing on the Activation Date;
• 1.15. Licence Type: the type of Site Licence purchased by the Customer, being either a Digital-Only Licence or a Blended Licence, as indicated on the Invoice;
• 1.16. Party (Parties): being Cambridge and the Customer;
• 1.17. Platform: Cambridge’s proprietary Cambridge One (C1) platform over which the Product is delivered to Users subject to the UALA;
• 1.18. Product: Cambridge’s English Language Teaching courseware entitled Ventures 4th Edition All Levels Site License (100 students and 8 teachers, 12 month access: Blended Licence ISBN: 9781009835466 and Digital-Only Licence ISBN: 9781009886055; both delivered digitally via Cambridge’s Platform), together with either (i) any physical copies of the Product (and Proof of Purchase) where the Customer has purchased a Blended Licence and (ii) eight (8) complimentary physical Teacher’s Edition copies of the Product where the Customer has purchased a Digital-Only Licence;
• 1.19. Product Technologies Confirmation: a written communication sent by Cambridge to the Customer indicating the Activation Date from which point the Licence Period shall commence;
• 1.20. Proof of Purchase: where the Customer has purchased a Blended Licence, the Customer is responsible to provide Cambridge with a valid sales receipt or invoice from Cambridge or one of its approved distributors for the corresponding Purchase Quantity of the physical copy of the Product (described at Table 1) from the preceding 18 month period prior to Effective Date;
• 1.21. Purchase Quantity: the total number of Users granted access to the Product for the Licence Period based on the Customer’s purchase, which is specified on the Invoice. For the avoidance of doubt, a Purchase Quantity of one provides 100 students and 8 teachers with access to the Product;
• 1.22. Site Licence: the agreement between Cambridge and the Customer for the Term for the purchase and sale of a Digital-Only Licence or Blended Licence of the Product for the Purchase Quantity to be used throughout the Licence Period which shall comprise of the Product Technologies Confirmation, the Invoice, and these Conditions;
• 1.23. Taxes: any relevant VAT, GST or similar sales tax properly charged under the laws of any relevant jurisdiction;
• 1.24. Teacher’s Editions: complimentary physical copies of the teacher editions of the Product set out in Table 2 (up to 8 per Purchase Quantity, subject to availability) provided by Cambridge to the Customer for use only by registered teachers of the Customer’s institutions in accordance with Clause 5.11;
• 1.25. Term: the period commencing on the Effective Date and ending at the end of the Licence Period;
• 1.26. User(s): the Customer’s registered students, employees, and authorized individuals who use the Product; and
• 1.27. User Access Licence Agreement (UALA): the end user access licence agreement at https://www.cambridgeone.org/terms as may be updated by Cambridge in its sole discretion from time to time, and which the Users shall be required to accept before being granted access to the Product for the Term.

2. SITE LICENCE

• 2.1. The Site Licence shall only be deemed to be accepted as of the Effective Date when Cambridge issues an Invoice, indicating its written acceptance of the Customer’s order.
• 2.2. Further to Clause 1.5, the Customer agrees that by purchasing a Site Licence to the Product, these Conditions shall apply to the exclusion of any other terms the Customer seeks to impose or incorporate (including any terms or conditions the Customer purports to apply under any purchase order, confirmation of order, specification or other document) or that may otherwise be implied by trade, custom, practice or course of dealing.
• 2.3. The Customer acknowledges and agrees that it has not relied on any statement, promise or representation made or given by or on behalf of Cambridge not set out in the Site Licence.

3. COMMENCEMENT AND TERM

• 3.1. Subject to Clause 2.1, this Site Licence shall commence on the Effective Date for the Term.
• 3.2. Cambridge shall supply access to the Product beginning on the Activation Date for the Licence Period and the Site Licence shall continue for the Term when it shall terminate automatically without notice or automatic renewal, unless terminated earlier in accordance with Clause 10.

4. AGREEMENT

• 4.1. Subject to the Customer’s payment of the applicable Fee and these Conditions, Cambridge shall supply to the Customer a Site Licence of the Customer’s elected Licence Type of the Product for the Purchase Quantity beginning on the Activation Date for the duration of the Licence Period.
• 4.2. Subject to these Conditions and the Users’ acceptance of the UALA, Cambridge shall host and make available the Product via the Platform for the Users for the Licence Period.

5. CUSTOMER’S UNDERTAKINGS

Purchase Quantity

• 5.1. The Customer acknowledges and agrees that it shall purchase the Purchase Quantity of the elected Licence Type of the Product in each Term for the applicable Fees on a firm order basis (no refunds and no returns).
• 5.2. The applicable Fees for each Licence Type of the Site Licence is net to Cambridge, exclusive of all Taxes.
• 5.3. For each Purchase Quantity of one (1) indicated on the Invoice, Cambridge shall provide 100 students and 8 teachers with access to the Product for the Licence Period and only where the Customer has purchased a Digital-Only Licence, eight (8) complimentary physical Teacher’s Editions (selected by the Customer subject to availability). For the avoidance of doubt, if the Invoice states a Purchase Quantity of two (2), Cambridge will grant 200 students and 16 teachers with access to the Product, together with sixteen (16) physical Teacher’s Editions for Digital-Only Licences.
• 5.4. If the Customer does not access or use the full Purchase Quantity of the Product of the Site Licence throughout the Licence Period, there shall not be any returns, refunds, or carryover balance of any difference. For the Digital-Only Licences, there shall be no payment in lieu nor substitution of the Teacher Editions.
• 5.5. During the Term, the Customer may purchase a quantity of the Product above the Purchase Quantity by mutual agreement of the Parties in writing (the Additional Purchase Quantities). The Fees of such Additional Purchase Quantities shall be determined by Cambridge in its sole discretion and advised to the Customer. For the avoidance of doubt, any Additional Purchase Quantities will be subject to the same Licence Period as the Customer’s original Purchase Quantity.
• 5.6. If the Customer and/or its Users access or use an excess quantity of the Product above the Purchase Quantity at any point during the Term, the following process shall occur:
  • 5.6.1. Cambridge shall notify the Customer of the excess number of licences it has used and/or redeemed above the Purchase Quantity;
  • 5.6.2. Within thirty (30) days of Cambridge’s notification, the Customer shall remedy its overuse or excess access of the Product and shall advise Cambridge of when it has done so; and
  • 5.6.3. If the Customer has not remedied its overuse or excess access of the Product beyond the Purchase Quantity after thirty (30) days, Cambridge shall, in its sole discretion, be entitled to invoice the Customer, and the Customer shall pay, $800 USD for Blended Licences and $2000 USD for Digital-Only Licence for each excess Purchase Quantity of 100 students and 8 teachers’ access to the Product during the Licence Period.
• 5.7. Further to Clauses 5.6.2 and 5.6.3, if the Customer has not remedied its breach and/or made payment for the excess Purchase Quantity as shall be advised by Cambridge, Cambridge reserves the right to terminate the Site Licence and remove the Customer’s and Users’ access to the Product for the remainder of any Licence Period.

The Product

• 5.8. The Customer shall comply with the terms and requirements of all access and/or user agreements provided by Cambridge in connection with the Product including without limitation all usage rights, prohibited uses and copyright requirements.
• 5.9. The Customer shall use best endeavours to ensure that its Users comply with the terms of all access and/or user agreements provided by Cambridge in connection with Users’ use of the Product and Platform, including but not limited to the UALA.
• 5.10. Where the Customer has selected a Blended Licence, it agrees that:
  • 5.10.1. the Fee for the Blended Licence reflects online access to the eBook version of the Product only;
  • 5.10.2. the Customer shall be responsible for procuring and purchasing from Cambridge (or an authorised distributor) an agreed number of physical copies of the Product corresponding to the Purchase Quantity, in accordance with its warranty under Clause 7.8, and providing its Proof of Purchase within the preceding 18 months;
  • 5.10.3. Cambridge makes no warranty as to the availability or pricing of physical copies of the Product; and
  • 5.10.4. Cambridge may convert any Blended Licence to a Digital-Only Licence and invoice the Customer for the difference in the applicable Fee if the required physical copies are not purchased (or no Proof of Purchase has been furnished) within 30 days of the Activation Date.
• 5.11. Where the Customer has selected a Digital-Only Licence:
  • 5.11.1. Cambridge shall provide the Customer with eight (8) complimentary physical copies of Teacher’s Editions of the Product (per Purchase Quantity) for use only by registered teachers of the Customer’s institutions. These copies shall not be resold, redistributed, transferred, nor traded in for cash. For the avoidance of doubt, any additional copies of Teacher Editions beyond 8 per Purchase Quantity may be charged separately;
  • 5.11.2. The Customer shall advise Cambridge of its selection of complimentary Teacher’s Editions (subject to availability) within 30 days of paying the Fees;
  • 5.11.3. Cambridge shall dispatch the Teacher’s Editions in one order within 30 days of the Customer’s to the address indicated on the Invoice or another mutually agreed location; and
  • 5.11.4. Cambridge may substitute Teacher’s Editions, including with digital versions, if the Customer’s elected physical copies become unavailable (with reasonable notice).

Prohibited Uses

• 5.12. The Customer shall not promote or sell the Product to third parties (other than to Users) nor provide access to the Site Licence directly or indirectly to any person or organisation knowing or having reason to believe that the Product and/or licence to the Product will be re-sold. For the avoidance of doubt, Users do not constitute third parties for the purposes of this Clause 02.
• 5.13. The Customer shall comply with applicable copyright laws and shall not:
  • 5.13.1. make print or electronic copies of the Product or of substantial extracts therefrom for any purposes, save as permitted under this Site Licence, nor permit the use of unauthorised or infringing copies of the Product within its premises, by its Users; or
  • 5.13.2. reverse engineer, decompile, disassemble, recompile, reassemble or otherwise alter the content of the Product, or disable any licensing or control features of the Product; or
  • 5.13.3. engage in copying or downloading of the Product, in whole or in part, or transmit any part of the Product by any means to anyone outside the Customer, including but not limited to third parties, and in any event subject to the terms of the UALA; or
  • 5.13.4. mount or distribute any part of the Product on any electronic network (including without limitation the internet, the world wide web, or artificial intelligence tools), save as permitted in this Site Licence.
• 5.14. The Customer shall use best endeavours to make Users aware of the permitted uses of the Product and the Platform and any intellectual property associated therewith.
• 5.15. The Customer shall use best endeavours to monitor compliance by the Users with the provisions of Clauses 0 to 5.14 and immediately upon becoming aware of any unauthorised use of the Product and/or the Product or other breach, to inform Cambridge and take all reasonable and appropriate steps, both to ensure that such activity ceases and to prevent any recurrence.

6. PAYMENT ARRANGEMENTS

• 6.1. The Customer shall pay Cambridge the Fees in the currency indicated on the Invoice and net of Taxes and/or transaction on the Effective Date. For the avoidance of doubt, the Customer’s payment may be subject to the Parties’ mutually agreed credit terms (as listed on the Customer’s Invoice) and/or based on any additional quantities of the Product the Customer may purchase (as described at Clauses 5.5 and 5.6).
• 6.2. Time for payment shall be of the essence.
• 6.3. In the event Cambridge does not receive the Customer’s payment in the manner indicated on the Invoice, in addition to Cambridge’s rights under Clause 10 below, Cambridge reserves the right to suspend and/or withhold access to the Product and/or future supply of the Product on the Platform until such time as payment is received in full.
• 6.4. If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Cambridge in writing. The Parties shall negotiate in good faith to attempt to resolve any such dispute promptly.
• 6.5. In the event of termination of this Site Licence, all payments due to Cambridge under this Site Licence up to and including the date of the said termination shall become due immediately.
• 6.6. This Clause 6 is without prejudice to any right to claim for interest under the law or under this Site Licence.

US Payment Terms

• 6.7. Where the Customer is located in the United States:
  • 6.7.1. payment shall be made in US Dollars (USD) as specified on the Invoice;
  • 6.7.2. The Customer acknowledges that Fees are exclusive of any US state or local sales taxes, use taxes, or similar taxes. The Customer shall be responsible for determining and remitting any such taxes directly to the appropriate US tax authorities;
  • 6.7.3. Cambridge may, at its discretion, collect and remit sales tax on behalf of the Customer where Cambridge has a tax collection obligation under US state law. In such cases, the applicable Taxes will be added to the Invoice; and
  • 6.7.4. Wire transfer fees and currency conversion costs (if any) shall be borne by the Customer.

7. WARRANTIES AND INDEMNITIES

• 7.1. Cambridge hereby warrants that it has full power to enter into this Site Licence and to perform its obligations under the Site Licence.
• 7.2. Cambridge warrants that it owns or has been granted all right, title and interest in the Product and the Platform under these Conditions for the use by the Customer in compliance with this Site Licence.
• 7.3. Cambridge further warrants that the Product as contemplated in its use by this Site Licence do not infringe the copyright or any other proprietary or Intellectual Property Rights of any person.

• 7.4. Cambridge reserves the right at any time to withdraw from the Product, Platform, any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
• 7.5. Under no circumstances shall Cambridge be liable to the Customer or any other person, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Product.
• 7.6. The Customer hereby warrants that it has full power to enter into this Site Licence and to perform its obligations under the Site Licence.
• 7.7. The Customer warrants that it shall use best endeavours to safeguard the Intellectual Property Rights and proprietary rights of Cambridge.
• 7.8. Where the Customer has selected a Blended Licence, it warrants that:
  • 7.8.1. it has purchased or is concurrently purchasing physical copies of the Product from Cambridge (or an authorised distributor) in quantities corresponding to the Purchase Quantity;
  • 7.8.2. it has not selected the Blended Licence for the purpose of obtaining a reduced Fee without genuinely purchasing and using the corresponding physical copies of the Product; and
  • 7.8.3. it will provide Proof of Purchase of the physical copies to Cambridge prior to Activation Date and in any event, no later than thirty (30) days of Cambridge’s request.
• 7.9. The Customer shall indemnify and hold Cambridge harmless from and against:
  • 7.9.1. any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) incurred by Cambridge as a result of the Customer’s failure to the confidentiality provisions detailed at Clause 8;
  • 7.9.2. the Customer’s failure to comply with applicable laws; or
  • 7.9.3. losses arising under or relating to the gross negligence, wilful misconduct or fraud of the Customer.
• 7.10. Save as otherwise specified in Clause 7.8.3 above, all warranties herein contained shall survive termination of this Site Licence.
• 7.11.Limitation of Liability.
  • 7.11.1. Subject to Clause 7.11.2, Cambridge's total aggregate liability to the Customer under or in connection with this Site Licence, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
  • 7.11.2. Nothing in this Site Licence shall limit or exclude either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of obligations under Clause 8 (Confidentiality); (d) wilful misconduct or gross negligence; or (e) any other liability that cannot be limited or excluded by applicable law.
  • 7.11.3. To the maximum extent permitted by law, Cambridge shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of use, or business interruption.

8. CONFIDENTIALITY

• 8.1. Each Party undertakes that it shall keep in strict confidence any Confidential Information concerning the other Party and not disclose that Confidential Information to any person except as permitted by Clause 8.2.
• 8.2. Each Party may disclose the other Party's Confidential Information:
  • 8.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Site Licence. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause; and
  • 8.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• 8.3. Neither Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Site Licence.
• 8.4. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Site Licence are granted to the other Party or to be implied from this Site Licence. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by either Party now or in the future.

9. ANTI-BRIBERY, CORRUPTION AND CRIMINAL FINANCES

• 9.1. The Customer understands that Cambridge acts in accordance the UK Bribery Act 2010 and other applicable anti-bribery laws, and applicable tax evasion laws, including the Criminal Finances Act 2017, which makes the facilitation of tax evasion an offence, in the jurisdictions in which it operates.
• 9.2. The Customer warrants that it shall:
  • 9.2.1. comply with all applicable laws relating to anti-bribery and corruption including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977, and the prevention of facilitation of tax evasion;
  • 9.2.2. the Customer has in place adequate procedures to ensure it, its employees, its officers or shareholders, and any of its subcontractors or their employees officers or shareholders, while performing their obligations under the terms of this Site Licence do not make, offer or request any undue financial or other advantage related to any activity, practice or conduct which would constitute an offence under these Acts; and
  • 9.2.3. promptly report to Cambridge any request, demand or offer made for undue financial or other advantage by or to the Customer or related subcontractors in connection with the performance of this Site Licence.
• 9.3. Any breach of this Clause 9 will be considered a material breach of the Site Licence and will entitle Cambridge to terminate it with immediate effect and suspend any further payments.
• 9.4. Cambridge may audit the Customer’s records to ensure compliance with this Clause upon reasonable suspicion of breach, including that the Customer who has selected a Blended Licence has purchased a corresponding number of physical copies of the Product and Proof of Purchase in accordance with Clause 5.10.2.
• 9.5. The Customer shall co-operate with any related audit by regulatory or government authorities and maintain accurate records related to its work with Cambridge.

US Educational Compliance

• 9.6. For Customers located in the United States, the Customer warrants that:
  • 9.6.1. it complies with all applicable US federal and state education laws, including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), and the Protection of Pupil Rights Amendment (PPRA);
  • 9.6.2. it has obtained all necessary parental consents and authorisations required under US law for student use of the Product;
  • 9.6.3. it shall not use the Product in any manner that would cause Cambridge to be deemed an "educational agency or institution" under FERPA or to have direct obligations to students or parents under US education laws; and
  • 9.6.4. it shall indemnify Cambridge against any claims, losses, or liabilities arising from the Customer's failure to comply with US education laws.

Export Control and Sanctions

• 9.7. Each Party warrants that it is not, and shall not become during the Term, subject to sanctions administered by the UK Office of Financial Sanctions Implementation (OFSI), the US Office of Foreign Assets Control (OFAC), the United Nations, or the European Union.
• 9.8. The Customer warrants that it shall not use, export, re-export, or transfer the Product in violation of UK, US, or international export control laws and regulations.
• 9.9. Cambridge reserves the right to suspend or terminate this Site Licence immediately if it reasonably believes that performance would violate applicable sanctions or export control laws.

10. TERMINATION

• 10.1. Without affecting any other right or remedy available to it, Cambridge may terminate this Site Licence with immediate effect by giving written notice to the Customer if:
  • 10.1.1. the Customer fails to pay any undisputed amount due under this Site Licence on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
  • 10.1.2. the Customer commits a material breach of any other term of this Site Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
  • 10.1.3. the Customer repeatedly breaches any of the terms of this Site Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Site Licence;
  • 10.1.4. the Customer becomes insolvent or becomes subject to receivership, liquidation, bankruptcy or similar external administration; or
  • 10.1.5. the Customer commits a material breach of Cambridge’s copyright or other Intellectual Property Rights or of the provisions of Clauses 0 and 5.14 above in respect of prohibited uses.
  • 10.1.6. the Customer breaches any warranty under Clause 7.8 in respect of Blended Licence requirements, including failure to purchase physical copies or failure to provide Proof of Purchase when requested.
• 10.2. Without prejudice to Cambridge's termination rights under Clause 10.1, where the Customer has breached the warranties in Clause 7.8, Cambridge may elect (in its sole discretion) to either:
  • 10.2.1. convert the Blended Licence to a Digital-Only Licence and invoice the Customer for the difference in Fees (being the difference between the Digital-Only Licence Fee and the Blended Licence Fee for the applicable Purchase Quantity), which shall be payable within thirty (30) days; or
  • 10.2.2. terminate the Site Licence in accordance with Clause 10.1.6.

11. CONSEQUENCES OF TERMINATION

• 11.1. Save where termination of this Site Licence is due to a breach by the Customer, on termination of this Site Licence, Cambridge shall supply to the Customer for student Users registered in the Product prior to the date of the said termination:
  • 11.1.1. any licences to the Product invoiced and paid for prior to the date of termination; and
  • 11.1.2. continued access to the applicable Product for the remainder of any related Licence Period, where such applies (and only for the eBook access in the case of Blended Licences).
• 11.2. On termination of this Site Licence each Party shall promptly:
  • 11.2.1. return to the other Party all materials and property belonging to the other Party that the other Party had supplied to in connection with the supply and purchase of the Product under this Site Licence;
  • 11.2.2. return to the other Party all documents and materials (and any copies) containing the other Party’s Confidential Information;
  • 11.2.3. erase all the other Party’s Confidential Information from its computer systems (to the extent possible); and
  • 11.2.4. on request, certify in writing to the other Party that it has complied with the requirements of this Clause 11.2.
• 11.3. Termination of this Site Licence shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Site Licence which existed at or before the date of termination.
• 11.4. Upon termination of this Site Licence, all rights granted herein shall revert to Cambridge.
• 11.5. On termination of this Site Licence any Clauses expressed to survive termination shall continue in force.

12. FORCE MAJEURE

• 12.1. Provided it has complied with Clause 12.2, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Site Licence by a Force Majeure Event, the affected Party shall not be in breach of this Site Licence or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
• 12.2. The affected Party shall:
  • 12.2.1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
  • 12.2.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13. SEVERANCE

• 13.1. If any provision or part-provision of this Site Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.1 shall not affect the validity and enforceability of the rest of this Site Licence.
• 13.2. If any provision or part-provision of this Site Licence is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. FURTHER ASSURANCE

• 14.1. At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Site Licence.

15. VARIATION

• 15.1. No variation of this Site Licence shall be effective unless it is in writing and signed by both Parties (or their authorised representatives).

16. WAIVER

• 16.1. A waiver of any right or remedy under this Site Licence or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
• 16.2. A failure or delay by a Party to exercise any right or remedy provided under this Site Licence or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Site Licence or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17. NOTICES

• 17.1. Any notice or other communication given to a Party under or in connection with the Site Licence shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this Condition, and shall be delivered by hand, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
• 17.2. Notices shall be deemed received (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second working day after posting or at the time recorded by the delivery service and (iii) if sent by email, the date and time it was received.
• 17.3. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. The Customer irrevocably consents to service of process by email to the address provided on the Invoice or by any other method permitted under English law.

18. ENTIRE AGREEMENT

• 18.1. This Site Licence constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 18.2. Each Party acknowledges that in entering into this Site Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Site Licence.
• 18.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Site Licence.
• 18.4. Nothing in this Clause shall limit or exclude any liability for fraud.

19. DATA PROTECTION

• 19.1. In this Clause, Data Protection Legislation means the GDPR and any other national privacy or data protection legislation that applies to the parties or their data processing activities from time to time. To the extent that any personal data (as defined in the Data Protection Legislation) is transferred from one party to another under this Site Licence, the parties agree that they will comply with all applicable requirements of the Data Protection Legislation. In particular, the disclosing party shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the personal data to the recipient party for the duration and purposes of this Site Licence. The recipient party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data. The recipient party shall delete or return the personal data to the disclosing party at the termination of this Site Licence.

20. THIRD PARTY RIGHTS

• 20.1. A person who is not a Party to this Site Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Site Licence. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

21. COUNTERPARTS

• 21.1. Subject to Clauses 1.22 and 18.1 and further to Clause 2.2, this Site Licence may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Site Licence.

22. GOVERNING LAW AND JURISDICTION

• 22.1. This Site Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, notwithstanding any location in which the Customer may be located including the United States.
• 22.2. Each Party irrevocably agrees 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 Site Licence or its subject matter or formation (including non-contractual disputes or claims).

1. DEFINITIONS

The following definitions and rules of interpretation shall apply to these Conditions:

• 1.1. Activation Date: the date when Cambridge shall first supply the Customer with access to the Product as indicated by Cambridge on its Product Technologies Confirmation email and from which point the Licence Period shall commence;
• 1.2. Cambridge: the Chancellor, Masters, and Scholars of the University of Cambridge acting through its department Cambridge University Press & Assessment, having its principal office at Shaftesbury Road, Cambridge, CB2 8EA (Cambridge) and any of Cambridge’s subsidiaries and/or holding companies;
• 1.3. Conditions: the standard terms and conditions of licence for the Product as specifically set out in this document. To the extent that any matters are not expressly addressed in this document, the Customer acknowledges and agrees that Cambridge’s “Conditions of sale – goods” (as set out here https://www.cambridge.org/legal/conditions-of-sale-goods) shall apply and shall govern such matters. In the event of any inconsistency, this document shall prevail;
• 1.4. Confidential Information: any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, methods, technology, technical data, personnel and suppliers of the disclosing Party, together with all information derived by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential or other matters connected with the Site Licence, and information concerning a Party’s relationships with actual or potential clients, customers, suppliers and the needs and requirements of such persons;
• 1.5. Customer: the person, company, organisation, or institution who purchases the Product from Cambridge pursuant to the Conditions;
• 1.6. Effective Date: the “document date” indicated on Cambridge’s Invoice and Cambridge’s acceptance of the Customer's order (in accordance with Clause 2.1) from which the Conditions and payment terms begin to apply;
• 1.7. Force Majeure Event: an event, circumstance or cause beyond a Party’s reasonable control, including but not limited to war, fire, flood, storm, power failure, cyber incidents, act of God, and/or act of terrorism;
• 1.8. Fee: the sum payable by the Customer to Cambridge as further detailed in the Invoice, exclusive of all and any Taxes;
• 1.9. Intellectual Property Rights: any and all patents, rights to inventions, copyright and related rights, Trade Marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• 1.10. Invoice: a document indicating the Effective Date and Cambridge’s written acceptance of the Customer’s order for Cambridge’s supply of the Product. The Invoice shall contain specific details of the Product, including the Purchase Quantity, applicable Fee, payment details, and any other special conditions;
• 1.11. Licence Period: a period of twelve (12) months commencing on the Activation Date;
• 1.12. Party (Parties): being Cambridge and the Customer;
• 1.13. Platform: Cambridge’s proprietary Cambridge One (C1) platform over which the Product is delivered to Users subject to the UALA;
• 1.14. Product: Cambridge’s English Language Teaching digital courseware entitled Ventures 3rd Edition All Levels Site License (100 students and 8 teachers, 12 month access, ISBN: 9781009742092) delivered digitally via Cambridge’s Platform;
• 1.15. Product Technologies Confirmation: a written communication sent by Cambridge to the Customer indicating the Activation Date from which point the Licence Period shall commence;
• 1.16. Purchase Quantity: the total number of Users granted access to the Product as purchased by the Customer for the Licence Period, which is specified on the Invoice. For the avoidance of doubt, a Purchase Quantity of one provides 100 students and 8 teachers with access to the Product;
• 1.17. Site Licence: the agreement between Cambridge and the Customer for the Term for the purchase and sale of a site licence for the Product for the Purchase Quantity to be used throughout the Licence Period which shall comprise of the Product Technologies Confirmation, the Invoice, and these Conditions;
• 1.18. Taxes: any relevant VAT, GST or similar sales tax properly charged under the laws of any relevant jurisdiction;
• 1.19. Term: the period commencing on the Effective Date and ending at the end of the Licence Period;
• 1.20. User(s): the Customer’s registered students, employees, and authorized individuals who use the Product; and
• 1.21. 1.21. User Access Licence Agreement (UALA): the end user access licence agreement at https://www.cambridgeone.org/terms, as may be updated by Cambridge in its sole discretion from time to time, and which the Customer’s Users shall be required to click to accept before being granted access to the Product for the Term.

2. SITE LICENCE

• 2.1. The Site Licence shall only be deemed to be accepted as of the Effective Date when Cambridge issues an Invoice, indicating its written acceptance of the Customer’s order.
• 2.2. Further to Clause 1.3, the Customer agrees that by purchasing a Site Licence to the Product, these Conditions shall apply to the exclusion of any other terms the Customer seeks to impose or incorporate (including any terms or conditions the Customer purports to apply under any purchase order, confirmation of order, specification or other document) or that may otherwise be implied by trade, custom, practice or course of dealing.
• 2.3. The Customer acknowledges and agrees that it has not relied on any statement, promise or representation made or given by or on behalf of Cambridge not set out in the Site Licence.

3. COMMENCEMENT AND TERM

• 3.1. Subject to Clause 2.1, this Site Licence shall commence on the Effective Date for the Term.
• 3.2. Cambridge shall supply access to the Product beginning on the Activation Date for the Licence Period and the Site Licence shall continue for the Term when it shall terminate automatically without notice or automatic renewal, unless terminated earlier in accordance with Clause 10.

4. AGREEMENT

• 4.1. Subject to the Customer’s payment of the applicable Fee and these Conditions, Cambridge shall supply to the Customer a Site Licence to the Product for the Purchase Quantity beginning on the Activation Date for the duration of the Licence Period.
• 4.2. Subject to the Users’ acceptance of the UALA, Cambridge shall host and make available the Product via the Platform for the Users for the Licence Period.

5. CUSTOMER’S UNDERTAKINGS

Purchase Quantity

• 5.1. The Customer acknowledges and agrees that it shall purchase the Purchase Quantity of the Product in each Term for the applicable Fees on a firm order basis (no refunds and no returns).
• 5.2. The applicable Fees for the Site Licence is net to Cambridge, exclusive of all Taxes.
• 5.3. For each Purchase Quantity of one (1) indicated on the Invoice, Cambridge shall provide 100 students and 8 teachers with access to the Product for the Licence Period. For the avoidance of doubt, if the Invoice states a Purchase Quantity of two (2), Cambridge will grant 200 students and 16 teachers with access to the Product.
• 5.4. If the Customer does not access or use the full Purchase Quantity of the Product of the Site Licence throughout the Licence Period, there shall not be any returns, refunds, or carryover balance of any difference.
• 5.5. During the Term, the Customer may purchase a quantity of the Product above the Purchase Quantity by mutual agreement of the Parties in writing (the Additional Purchase Quantities). The Fees of such Additional Purchase Quantities shall be determined by Cambridge in its sole discretion and advised to the Customer. For the avoidance of doubt, any Additional Purchase Quantities will be subject to the same Licence Period as the Customer’s original Purchase Quantity.
• 5.6. If the Customer and/or its Users access or use an excess quantity of the Product above the Purchase Quantity at any point during the Term, the following process shall occur:
  • 5.6.1. Cambridge shall notify the Customer of the excess number of licences it has used and/or redeemed above the Purchase Quantity;
  • 5.6.2. Within thirty (30) days of Cambridge’s notification, the Customer shall remedy its overuse or excess access of the Product and shall advise Cambridge of when it has done so; and
  • 5.6.3. If the Customer has not remedied its overuse or excess access of the Product beyond the Purchase Quantity after thirty (30) days, Cambridge shall, in its sole discretion, be entitled to invoice the Customer, and the Customer shall pay, $800 USD for each excess Purchase Quantity of 100 students and 8 teachers’ access to the Product during the Licence Period.
• 5.7. Further to Clauses 5.6.2 and 5.6.3, if the Customer has not remedied its breach and/or made payment for the excess Purchase Quantity as shall be advised by Cambridge, Cambridge reserves the right to terminate the Site Licence and remove the Customer’s and Users’ access to the Product for the remainder of any Licence Period.

The Product

• 5.8. The Customer shall comply with the terms and requirements of all access and/or user agreements provided by Cambridge in connection with the Product including without limitation all usage rights, prohibited uses and copyright requirements.
• 5.9. The Customer shall use best endeavours to ensure that its Users comply with the terms of all access and/or user agreements provided by Cambridge in connection with Users’ use of the Product and Platform, including but not limited to the UALA.

Prohibited Uses

• 5.10. The Customer shall not promote or sell the Product to third parties (other than to Users) nor provide access to the Site Licence directly or indirectly to any person or organisation knowing or having reason to believe that the Product and/or licence to the Product will be re-sold. For the avoidance of doubt, Users do not constitute third parties for the purposes of this Clause 5.10.
• 5.11. The Customer shall comply with applicable copyright laws and shall not:
  • 5.11.1. make print or electronic copies of the Product or of substantial extracts therefrom for any purposes, save as permitted under this Site Licence, nor permit the use of unauthorised or infringing copies of the Product within its premises, by its Users; or
  • 5.11.2. reverse engineer, decompile, disassemble, recompile, reassemble or otherwise alter the content of the Product, or disable any licensing or control features of the Product; or
  • 5.11.3. engage in copying or downloading of the Product, in whole or in part, or transmit any part of the Product by any means to anyone outside the Customer, including but not limited to third parties, and in any event subject to the terms of the UALA; or
  • 5.11.4. mount or distribute any part of the Product on any electronic network (including without limitation the internet, the world wide web, or artificial intelligence tools), save as permitted in this Site Licence.
• 5.12. The Customer shall use best endeavours to make Users aware of the permitted uses of the Product and the Platform and any intellectual property associated therewith.
• 5.13. The Customer shall use best endeavours to monitor compliance by the Users with the provisions of Clauses 5.10 to 5.13 and immediately upon becoming aware of any unauthorised use of the Product and/or the Product or other breach, to inform Cambridge and take all reasonable and appropriate steps, both to ensure that such activity ceases and to prevent any recurrence.

6. PAYMENT ARRANGEMENTS

• 6.1. The Customer shall pay Cambridge the Fees in the currency indicated on the Invoice and net of Taxes and/or transaction on the Effective Date. For the avoidance of doubt, the Customer’s payment may be subject to the Parties’ mutually agreed credit terms (as listed on the Customer’s Invoice) and/or based on any additional quantities of the Product the Customer may purchase (as described at Clauses 5.5 and 5.6).
• 6.2. Time for payment shall be of the essence.
• 6.3. In the event Cambridge does not receive the Customer’s payment in the manner indicated on the Invoice, in addition to Cambridge’s rights under Clause 10 below, Cambridge reserves the right to suspend and/or withhold access to the Product and/or future supply of the Product on the Platform until such time as payment is received in full.
• 6.4. If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Cambridge in writing. The Parties shall negotiate in good faith to attempt to resolve any such dispute promptly.
• 6.5. In the event of termination of this Site Licence, all payments due to Cambridge under this Site Licence up to and including the date of the said termination shall become due immediately.
• 6.6. This Clause 6 is without prejudice to any right to claim for interest under the law or under this Site Licence.

US Payment Terms

• 6.7. Where the Customer is located in the United States:
  • 6.7.1. payment shall be made in US Dollars (USD) as specified on the Invoice;
  • 6.7.2. The Customer acknowledges that Fees are exclusive of any US state or local sales taxes, use taxes, or similar taxes. The Customer shall be responsible for determining and remitting any such taxes directly to the appropriate US tax authorities;
  • 6.7.3. Cambridge may, at its discretion, collect and remit sales tax on behalf of the Customer where Cambridge has a tax collection obligation under US state law. In such cases, the applicable Taxes will be added to the Invoice; and
  • 6.7.4. Wire transfer fees and currency conversion costs (if any) shall be borne by the Customer.

7. WARRANTIES AND INDEMNITIES

• 7.1. Cambridge hereby warrants that it has full power to enter into this Site Licence and to perform its obligations under the Site Licence.
• 7.2. Cambridge warrants that it owns or has been granted all right, title and interest in the Product and the Platform under these Conditions for the use by the Customer in compliance with this Site Licence.
• 7.3. Cambridge further warrants that the Product as contemplated in its use by this Site Licence do not infringe the copyright or any other proprietary or Intellectual Property Rights of any person.
• 7.4. Cambridge reserves the right at any time to withdraw from the Product, Platform, any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
• 7.5. Under no circumstances shall Cambridge be liable to the Customer or any other person, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Product.
• 7.6. The Customer hereby warrants that it has full power to enter into this Site Licence and to perform its obligations under the Site Licence.
• 7.7. The Customer warrants that it shall use best endeavours to safeguard the Intellectual Property Rights and proprietary rights of Cambridge.
• 7.8. The Customer shall indemnify and hold Cambridge harmless from and against:
  • 7.8.1. any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) incurred by Cambridge as a result of the Customer’s failure to the confidentiality provisions detailed at Clause 8;
  • 7.8.2. the Customer’s failure to comply with applicable laws; or
  • 7.8.3. losses arising under or relating to the gross negligence, wilful misconduct or fraud of the Customer.

• 7.9. Save as otherwise specified in Clause 7.9 above, all warranties herein contained shall survive termination of this Site Licence.
• 7.10.Limitation of Liability.
  • 7.10.1. Subject to Clause 7.11.2, Cambridge's total aggregate liability to the Customer under or in connection with this Site Licence, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
  • 7.10.2. Nothing in this Site Licence shall limit or exclude either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of obligations under Clause 8 (Confidentiality); (d) wilful misconduct or gross negligence; or (e) any other liability that cannot be limited or excluded by applicable law.
  • 7.10.3. To the maximum extent permitted by law, Cambridge shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of use, or business interruption.

8. CONFIDENTIALITY

• 8.1. Each Party undertakes that it shall keep in strict confidence any Confidential Information concerning the other Party and not disclose that Confidential Information to any person except as permitted by Clause 8.2.
• 8.2. Each Party may disclose the other Party's Confidential Information:
  • 8.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Site Licence. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause; and
  • 8.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• 8.3. Neither Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Site Licence.
• 8.4. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Site Licence are granted to the other Party or to be implied from this Site Licence. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by either Party now or in the future.

9. ANTI-BRIBERY, CORRUPTION AND CRIMINAL FINANCES

• 9.1. The Customer understands that Cambridge acts in accordance the UK Bribery Act 2010 and other applicable anti-bribery laws, and applicable tax evasion laws, including the Criminal Finances Act 2017, which makes the facilitation of tax evasion an offence, in the jurisdictions in which it operates.
• 9.2. The Customer warrants that it shall:
  • 9.2.1. comply with all applicable laws relating to anti-bribery and corruption including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977, and the prevention of facilitation of tax evasion;
  • 9.2.2. the Customer has in place adequate procedures to ensure it, its employees, its officers or shareholders, and any of its subcontractors or their employees officers or shareholders, while performing their obligations under the terms of this Site Licence do not make, offer or request any undue financial or other advantage related to any activity, practice or conduct which would constitute an offence under these Acts; and
  • 9.2.3. promptly report to Cambridge any request, demand or offer made for undue financial or other advantage by or to the Customer or related subcontractors in connection with the performance of this Site Licence.
• 9.3. Any breach of this Clause 9 will be considered a material breach of the Site Licence and will entitle Cambridge to terminate it with immediate effect and suspend any further payments.
• 9.4. Cambridge may audit the Customer’s records to ensure compliance with this Clause upon reasonable suspicion of breach.
• 9.5. The Customer shall co-operate with any related audit by regulatory or government authorities and maintain accurate records related to its work with Cambridge.

US Educational Compliance

• 9.6. For Customers located in the United States, the Customer warrants that:
  • 9.6.1. it complies with all applicable US federal and state education laws, including but not limited to the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), and the Protection of Pupil Rights Amendment (PPRA);
  • 9.6.2. it has obtained all necessary parental consents and authorisations required under US law for student use of the Product;
  • 9.6.3. it shall not use the Product in any manner that would cause Cambridge to be deemed an "educational agency or institution" under FERPA or to have direct obligations to students or parents under US education laws; and
  • 9.6.4. it shall indemnify Cambridge against any claims, losses, or liabilities arising from the Customer's failure to comply with US education laws.

Export Control and Sanctions

• 9.7. Each Party warrants that it is not, and shall not become during the Term, subject to sanctions administered by the UK Office of Financial Sanctions Implementation (OFSI), the US Office of Foreign Assets Control (OFAC), the United Nations, or the European Union.
• 9.8. The Customer warrants that it shall not use, export, re-export, or transfer the Product in violation of UK, US, or international export control laws and regulations.
• 9.9. Cambridge reserves the right to suspend or terminate this Site Licence immediately if it reasonably believes that performance would violate applicable sanctions or export control laws.

10. TERMINATION

• 10.1. Without affecting any other right or remedy available to it, Cambridge may terminate this Site Licence with immediate effect by giving written notice to the Customer if:
  • 10.1.1. the Customer fails to pay any undisputed amount due under this Site Licence on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
  • 10.1.2. the Customer commits a material breach of any other term of this Site Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
  • 10.1.3. the Customer repeatedly breaches any of the terms of this Site Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Site Licence;
  • 10.1.4. the Customer becomes insolvent or becomes subject to receivership, liquidation, bankruptcy or similar external administration; or
  • 10.1.5. the Customer commits a material breach of Cambridge’s copyright or other Intellectual Property Rights or of the provisions of Clauses 5.11 and 5.12 above in respect of prohibited uses.

11. CONSEQUENCES OF TERMINATION

• 11.1. Save where termination of this Site Licence is due to a breach by the Customer, on termination of this Site Licence, Cambridge shall supply to the Customer for student Users registered in the Product prior to the date of the said termination:
  • 11.1.1. any licences to the Product invoiced and paid for prior to the date of termination; and
  • 11.1.2. continued access to the applicable Product for the remainder of any related Licence Period, where such applies.
• 11.2. On termination of this Site Licence each Party shall promptly:
  • 11.2.1. return to the other Party all materials and property belonging to the other Party that the other Party had supplied to in connection with the supply and purchase of the Product under this Site Licence;
  • 11.2.2. return to the other Party all documents and materials (and any copies) containing the other Party’s Confidential Information;
  • 11.2.3. erase all the other Party’s Confidential Information from its computer systems (to the extent possible); and
  • 11.2.4. on request, certify in writing to the other Party that it has complied with the requirements of this Clause 11.2.
• 11.3. Termination of this Site Licence shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Site Licence which existed at or before the date of termination.
• 11.4. Upon termination of this Site Licence, all rights granted herein shall revert to Cambridge.
• 11.5. On termination of this Site Licence any Clauses expressed to survive termination shall continue in force.

12. FORCE MAJEURE

• 12.1. Provided it has complied with Clause 12.2, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Site Licence by a Force Majeure Event, the affected Party shall not be in breach of this Site Licence or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
• 12.2. The affected Party shall:
  • 12.2.1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
  • 12.2.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13. SEVERANCE

• 13.1. If any provision or part-provision of this Site Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.1 shall not affect the validity and enforceability of the rest of this Site Licence.
• 13.2. If any provision or part-provision of this Site Licence is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. FURTHER ASSURANCE

• 14.1. At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Site Licence.

15. VARIATION

• 15.1. No variation of this Site Licence shall be effective unless it is in writing and signed by both Parties (or their authorised representatives).

16. WAIVER

• 16.1. A waiver of any right or remedy under this Site Licence or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
• 16.2. A failure or delay by a Party to exercise any right or remedy provided under this Site Licence or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Site Licence or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17. NOTICES

• 17.1. Any notice or other communication given to a Party under or in connection with the Site Licence shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this Condition, and shall be delivered by hand, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
• 17.2. Notices shall be deemed received (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second working day after posting or at the time recorded by the delivery service and (iii) if sent by email, the date and time it was received.
• 17.3. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. The Customer irrevocably consents to service of process by email to the address provided on the Invoice or by any other method permitted under English law.

18. ENTIRE AGREEMENT

• 18.1. This Site Licence (as described at Clause 1.16) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 18.2. Each Party acknowledges that in entering into this Site Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Site Licence.
• 18.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Site Licence.
• 18.4. Nothing in this Clause shall limit or exclude any liability for fraud.

19. DATA PROTECTION

• 19.1. In this Clause, Data Protection Legislation means the GDPR and any other national privacy or data protection legislation that applies to the parties or their data processing activities from time to time. To the extent that any personal data (as defined in the Data Protection Legislation) is transferred from one party to another under this Site Licence, the parties agree that they will comply with all applicable requirements of the Data Protection Legislation. In particular, the disclosing party shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the personal data to the recipient party for the duration and purposes of this Site Licence. The recipient party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data. The recipient party shall delete or return the personal data to the disclosing party at the termination of this Site Licence.

20. THIRD PARTY RIGHTS

• 20.1. A person who is not a Party to this Site Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Site Licence. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

21. COUNTERPARTS

• 21.1. Subject to Clauses 1.16 and 18.1 and further to Clause 2.2, this Site Licence may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Site Licence.

22. GOVERNING LAW AND JURISDICTION

• 22.1. This Site Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, notwithstanding any location in which the Customer may be located including the United States.
• 22.2. Each Party irrevocably agrees 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 Site Licence or its subject matter or formation (including non-contractual disputes or claims).