Higher Education Alignment Agreement

1. DEFINITIONS 

In this Agreement, unless the context otherwise requires, the following expressions have the following meaning: 

“List Prices” the prices for the Products as published by CII and updated from time to time by CII in accordance with Clause 6.2 but excluding any costs; 

“Products” the goods and/or services to be supplied by CII to the Customer under this Agreement and all modifications, developments and improvements to the Products; 

“Student(s)” means any individual studying the Customer’s qualification(s), who is enrolled in the cohort to study for a CII qualification as set out in Schedule 1. 

“Terms and Conditions” CII’s terms and conditions to which this Agreement is subject to and which is displayed in Clause 10. 

2. SALE AND PURCHASE 

2.1 This Agreement sets out the process for the supply and purchase of goods and/or services between the CII and the Customer.

2.2 This Agreement applies to all future arrangements between the parties to supply and purchase the Products or any other goods and/or services from CII unless the parties otherwise agree in writing. 

3. DURATION 

This Agreement comes into force on [DATE] and continues until [DATE] (“the Term”) until/or unless terminated in accordance with Clause 12 of the Terms and Conditions or by either party giving not less than 30 days written notice to the other party, such notice not to take effect until expiry of the Term. 

4. ORDER PROCESS 

4.1 Subject to Clause 6, to place an order: - 

(a) a Student must place an order for an Enrolment package or membership via the CII on-line shop or via the CII Contact Centre, quoting the discount code; or 

(b) the Customer’s lecturers listed in Schedule 1 must place an order for membership via the CII on-line shop or via the CII Contact Centre. 

4.2 An order from the Student or the Customer is only binding on the Student or the Customer once it is accepted by CII, see Clause 4.3 below. CII may, at its sole discretion, accept amendments to an order after acceptance. 

4.3 CII gives each order from the Student a transaction reference number. If the order is complete, the CII sends to the Student an order confirmation with the transaction reference number. If the order is incomplete, CII will inform the Student or the Customer in writing detailing the information required to complete the order. Each party shall use the transaction reference number, if known, in all correspondence. 

5. DELIVERY OF THE PRODUCTS 

5.1 CII will arrange for the delivery of the Products as instructed by the Student or the Customer and, subject to this Agreement, it is the Student’s or Customer’s responsibility to pay for all costs of the delivery. 

5.2 The Products will be delivered to the address specified on the Order Form or otherwise communicated and as accepted by CII in accordance with Clause 4.3. If the Student or the Customer needs to make any changes to the delivery address, this can only be at CII’s sole discretion. The Student or the Customer will be liable for any additional costs incurred by CII as a result of such change. CII will arrange for suitable transport to the delivery address. 

5.3 Delivery or performance dates in relation to the supply by CII of Products are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery. 

5.4 If the Student or the Customer alleges that any Products are defective, it will, if asked by CII, return the relevant Products (unaltered) to CII for inspection as soon as possible and at its own risk and expense. 

6. PRICE AND PAYMENT TERMS 

6.1 The Student or the Customer will pay CII for the Products as set out in the terms of this Clause 6.

6.2 The CII may update its List Prices from time to time. The price applicable to this order will be the latest version of the List Prices for the Products as set out in Schedule 1 and amended from time to time. 

7. CUSTOMER’S REPRESENTATIVE 

7.1 The Customer will appoint a suitably qualified and experienced person(s) (“the Customer’s Representative”), who will be responsible for supervising and coordinating the Customer’s lecturers’ details to CII under this Agreement. 

7.2 The Customer’s Representative will make all reasonable endeavours to be available to be contacted by CII, at all reasonable times during office hours (9a.m. to 5p.m.) on working days and to liaise with CII in relation to any matter arising out of the terms and conditions of this Agreement. 

7.3 The Customer will notify CII in writing as soon as they have appointed a Customer’s Representative, and following any change in the identity of the Customer’s Representative. 

7.4 If the Customer does not appoint a Customer’s Representative at any time during the Term, CII may refuse to accept any order placed by the Customer until such time as a Customer’s Representative is appointed and notified in writing to CII. 

8. DISPUTES 

Subject as may be provided elsewhere in this Agreement, all disputes, differences or questions arising in relation to this Agreement shall be referred (if unable to be resolved initially by customer service) to the CII's and Customer’s Representatives who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one calendar month. If the above persons fail to resolve the matter then it shall be referred to the Qualifications Director of CII and such person of sufficient seniority nominated by the Customer, who shall attempt to resolve the dispute within a further period of one calendar month. If the matter is still not resolved, then either party may refer the dispute to an appropriate court or tribunal. 

9. SCHEDULES 

This Agreement and any Schedules (if applicable) contain all matters agreed between the parties.  

10. INCORPORATION OF STANDARD TERMS AND CONDITIONS 

This Agreement is subject to CII’s Terms and Conditions (the “Conditions”), which apply unless amended in writing. To view the latest version of the Conditions, please click on the following link: http://www.cii.co.uk/terms-conditions/. In case of any conflict between this Agreement and the Terms and Conditions, this Agreement will prevail.

11. COUNTERPARTS 

This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same agreement.