PREAMBLE & DEFINITONS

1. INTRODUCTION

1. 1. These terms (including any other policies or documents referred to within these terms) (together the “Legal Terms”) outline specifically the:

1. 1. 1. Terms of Use of Website & Platforms
      2. Terms relating to submitting requests for Certification Resources
      3. Terms of Use of Certification Resources
      4. Your ATC Agreement (not published online)
      5. Your ATC Manual (not published here)

and are the terms and conditions on which access and use of the Administration Platform and the Online Platform (collectively the “Platforms”) and all Certification Resources are made available by us to you for request and, as applicable, access, use and/or re-allocate. 

2. AGREEMENT

1. 1. The Legal Terms constitute the entire agreement between you and us with respect to the access and use of the Platforms and Certification Resources and the request of, and use of, Certification Resources and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to the request of, and use of, Certification Resources.  However, they do not limit the ATC Agreement between you and us.
2. 2. You acknowledge that in entering into this agreement you do not rely on, and do not have any rights or remedies in respect of, any statement, representation, assurance, term, condition or warranty (whether made innocently or negligently) that is not set out in the Legal Terms.
3. 3. By accepting these Legal Terms, you:

1. 1. 1. consent to the formation of the agreement being effected by electronic means;
      2. confirm that in your jurisdiction, to the best of your knowledge and belief (having made due and reasonable inquiries), an electronic contract, such as this agreement, shall not be denied legal effect, validity or enforceability solely on the grounds that it is in electronic form;
      3. confirm that your constitutional documentation does not prohibit, restrict or limit your ability to enter into legally binding contracts formed in the manner set out in these Legal Terms;
      4. confirm that these Legal Terms constitute and give rise to an enforceable and legally binding contract between you and us in all respects; and
      5. agree that a verifiable electronic copy of this agreement is good evidence in any dispute or proceedings between you and us.

3. COMMUNICATIONS BETWEEN US

1. 1. When we refer, in these Legal Terms, to "in writing", this includes e-mail.

1. 2. Any notice or other communication given by you to us, or by us to you, under or in connection with this agreement shall be in writing and shall be delivered personally, sent by pre-paid post or other next working day delivery service, or e-mail.

1. 3. A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid post or other next working day delivery service, at 10.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.

1. 4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, such e-mail was sent to the specified e-mail address of the addressee.

1. 5. The provisions of this clause 3 shall not apply to the service of any proceedings or other documents in any legal action.

4. CHANGES

1. 1. We may update the Legal Terms (including the Certification Resource Specifications and/or Supplemental Terms) or any of our operating rules and policies or introduce new policies and rules that relates to our Certification Resources at any time by publishing a revised version on or through the Platforms.  Your:

1. 1. 1. continued access, use and/or re-allocation of our Online Certification Resources after the stated effective date (even if you originally availed of an Online Certification Resource Licence with respect to our Online Certification Resources before that effective date) constitutes your acceptance of the relevant revised document with respect to access, use and/or re-allocation of our Online Certification Resources after that effective date; or
      2. requests for Offline Certification Resources after the stated effective date constitutes your acceptance of the relevant revised document with respect to Offline Certification Resources requested after that effective date.

1. 2. If you do not agree to any changes or updates we make to these Legal Terms in accordance with the Legal Terms, you should immediately, do not continue to:

1. 1. 1. access or use the Administration Platform and/or the Online Platform;
      2. access, use or reallocate our Online Certification Resources; and/or
      3. submit requests for Offline Certification Resources;

as appropriate, after the effective date of any such change or update.

5. OTHER IMPORTANT TERMS

1. 1. We may transfer our rights and obligations under this agreement to another organisation without having to obtain your consent. You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.

1. 2. Each of the paragraphs and sections of the Legal Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs and sections will remain in full force and effect.

1. 3. If we fail to insist that you perform any of your obligations under these Legal Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

1. 4. These Legal Terms do not give rise to any partnership, joint venture, agency or employment relationship between you and us.

1. 5. The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings are inserted for convenience and are not a part of the Legal Terms. Amendments to these Legal Terms may be made only with our prior written consent and by express reference to this clause.  Terms such as “including”, “in particular”, “such as”, and “for example” are not read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate. 

1. 6. You shall comply with all export control rules and laws.

1. 7. You acknowledge that this agreement, and any dispute (whether contractual or non-contractual) or matters arising out of or in connection with this agreement (including as to the existence, formation, interpretation, operation and/or termination of this agreement), shall be governed by, and construed in accordance with, the laws of Ireland and you hereby agree to submit to the exclusive jurisdiction of the courts of Ireland.

6. INFORMATION ABOUT US

1. 1. Our company name is the name set out in your ATC Agreement.  All our company details, including details of our company place of registration, company registered number, registered office address and VAT number (if applicable) are set out in your ATC Agreement. Our contact details are available on our website.

7. DEFINITIONS

1. 1. In the Legal Terms, when we refer to:

“we”, “us” and “our”, we mean the ICDL party identified in your ATC Agreement;

“you” and “your” we mean both you and the Accredited Test Centre including all ATC Locations, identified in your ATC Account, for and on whose behalf you are entering into these Legal Terms.

1. 2. In the Legal Terms, the following expressions have the meanings given to them below:

Accredited Test Centre means the test centre entering into these Legal Terms and an ATC Agreement with us, as identified in your ATC Account.

ATC Account means any one or both of your ATC Accounts as appropriate in respect of the Administration Platform and the Online Platform which is accessed through your username and password.

ATC Accreditation Fee is the fee payable by an ATC to maintain its accredited status as an Accredited Test Centre, charged by National Operator to ATCs.

ATC Agreement means an agreement pursuant to which an organisation is appointed by us as an ATC.

ATC Certification Resource means a Certification Resource contemplated by its Certification Resource Specification as being used by an ATC (and not a Candidate).

ATC Location means all testing locations that follow the rules and guidelines outlined in the ATC Manual and that are approved by the ICDL party from time to time as a venue from where the ATC can conduct the Certification Tests.

ATC Manual means the operational manual provided by us to ATCs which includes the Certification Resource Specifications and any applicable Supplemental Terms and as may be amended from time to time by us.

ATC means an entity accredited by us so that it has the right to carry out Certification Tests for Candidates in accordance with the terms of a valid and subsisting ATC Agreement.

Business Day means any day other than a Saturday or Sunday or bank or public holiday in our jurisdiction.

Candidate Account means the account through which a Candidate accesses Online Candidate Certification Resources that have been allocated to them on the Administration Platform. 

Candidate Certification Resource means a Certification Resource contemplated by the Certification Resource Specification as being used by a Candidate.

Candidate means an individual who has formally registered to participate in and progress through a Certification Programme with the aim of obtaining an Approved Certificate and who has been granted a Candidate Registration Number.

Candidate Registration Number means the unique identifier which is issued by us (but allocated by the ATC) to identify an individual’s Candidate registration record. 

Certification Programme means the ICDL programme(s) as detailed in the Syllabi (and available for viewing on the ICDL website), as may be amended from time to time by the Owner.

Certification Resource means, as the context admits or requires, an ICDL Module Pack or Profile Pack, provided to the ATC for the management of Candidates through the relevant ICDL Certification Programme.  Certification Resources include the ICDL Single Module Pack, the ICDL Profile Pack, and any ancillary resource required to support Candidate activity.  All Certification Resources have a one year validity from date of allocation.

Certification Resource Specification means the specification of a Certification Resource as published by the Owner and as may be amended from time to time, and which may include Supplemental Terms applicable to the particular Certification Resource.

Certification Test is a Certification Resource being a set of questions approved by the Owner to be used for the purpose of confirming that a Candidate has attained the required level of competency against the skills and knowledge defined in the Syllabi.  

Diagnostic Assessment is a Certification Resource being a set of questions approved by the Owner and used to identify an individual's training requirement by comparing the individual's competency against the set of skills and knowledge defined in the Syllabi.

Intellectual Property Rights means all intellectual property rights including rights in software and computer programs, copyrights, database rights, sui generis database rights, discoveries, concepts, domain names, patents, secret or other processes, technologies, know how, inventions, ideas, improvements, information, trade secrets, business methods, logos, documents, manuals,  designs, trademarks, anywhere in the world existing now or in the future (whether any of the foregoing is registered or unregistered and including any application or right of application in relation to any of them).

Legal Terms has the meaning given to it in clause 1.1 and which constitutes the agreement between you and us.

Learning Materials are components of a Module Pack, in printed, printable or electronic format, to assist in Candidate training and teaching that covers the required competencies of the Syllabi.

Module a programme that certifies an individual in the knowledge, skills or competence relating to a particular topic that can either be taken on its own or in conjunction with other modules.

Module Pack is a grouping of more than one Certification Resource (eg Candidate Registration, Certification Test, Diagnostic Assessments, Learning Materials) that is bundled together and/or tailored to specific requirements.  Any such grouping/module pack is described in detail within documentation provided by your ICDL party.  There can be more than one type of module pack.

Offline Certification Resource means a Certification Resource that is used other than through the Administration Platform, such as a hard copy document or CD-ROM.

Online ATC Certification Resource means an Online Certification Resource contemplated by the Certification Resource Specification as being use by an ATC.

Online Candidate Certification Resource means an Online Certification Resource contemplated by the Certification Resource Specification as being use by a Candidate.

Online Certification Resource Licence means a licence applied for by you in respect of an Online Certification Resource that you have requested.

Online Certification Resource means a Certification Resource that is accessed and used through the Administration Platform (whether it is an Online ATC Certification Resource or a Online Candidate Certification Resource).

Online Platform means the online platform made available by us through which you can submit requests for Certification Resources.

Owner means ECDL Foundation, trading as ICDL Foundation, a company incorporated and registered in Ireland with company number 259212.

Platform means, as the context admits or requires, one or both of the Administration Platform or the Online Platform.

Profile Pack is the suite of all ICDL Module Packs available in a single purchase by an ATC so that the ATC may select the specific combination of individual Modules it wishes to offer its target Candidates. 

Rates means the Fees (value payable by you) in respect of the requests for Certification Resources, as also available within the Pricelist provided by the ICDL Account Manager.

Supplemental Terms means the legally binding obligations including restrictions and obligations relating to the access and use of a Certification Resource set out in the Certification Resource Specification as may be amended from time to time by us.

Syllabi means the documents, as modified by the Owner from time to time, which specify the knowledge, skills and/or competences to be demonstrated by a Candidate to achieve certification in a Certification Programme.

End.