TERMS OF USE OF CERTIFICATION RESOURCES

1. AVAILING OF CERTIFICATION RESOURCES

1. 1. By submitting requests for Certification Resources you confirm that you accept the legal terms (and any other operating rules and policies that we publish from time to time) including:

1. 1. 1. the Certification Resource Specification for a Certification Resource you requested; and
      2. any Supplemental Terms set out or referred to in the Certification Resource Specifications for a Certification Resource you requested;
      3. any relevant provisions in your ATC Agreement,

unconditionally. 

1. 2. The Certification Resource Specifications are set out in the ATC Manual as provided to the ATC. 
2. 3. The Certification Resource Specifications may contain or refer to Supplemental Terms consisting of usage restrictions and obligations that apply in respect of the Certification Resources.  You must comply, and you are required to ensure Candidates are aware of and comply, with the Certification Resource Specifications (including the Supplemental Terms). 
3. 4. You are required to ensure that Candidates understand the purpose of the Certification Resources.
4. 5. Supplemental Terms in respect of some Offline Certification Resources may expressly state that they form a separate contract with you.  In these circumstances, whilst these Legal Terms (including the Certification Resource Specification for the Certification Resource concerned) continue to apply and the request for the Certification Resource remains subject to the relevant Supplemental Terms, the relevant Supplemental Terms are not incorporated into these Legal Terms but instead create a separate contract.
5. 6. We may update these 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. 6. 1. continued access, use and/or resale 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 resale of our Online Certification Resources after that effective date; or
      2. request for Offline Certification Resources after the stated effective date constitutes your acceptance of the relevant revised document with respect to Offline Certification Resources for which you submit requests after that effective date.
   7. 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.  

1. 8. This agreement automatically terminates when you have availed of the Certification Resources that you requested.

2. RIGHT TO USE ONLINE CERTIFICATION RESOURCES

1. 1. We grant you, subject to these Legal Terms, a non-exclusive, non-transferable, limited, revocable right to, as applicable:

1. 1. 1. use an Online ATC Certification Resource subject to, and in accordance with, the Legal Terms including the applicable Certification Resource Specification and Supplemental Terms if, and only for the duration, that you have an Online Certification Resource Licence for the Certification Resource concerned;
      2. grant, subject to, and in accordance with, these Legal Terms including the applicable Certification Resource Specification and Supplemental Terms, a sub-licence to a Candidate to use an Online Candidate Certification Resource through their Candidate Account;

but only for use in connection with the Certification Programmes.

1. 2. The rights granted under this clause 22 are granted to you only, and not to any of your subsidiaries, affiliates or parent companies or anyone else.  These rights are personal to you and cannot be assigned, delegated, transferred or novated.
2. 3. You, and in some cases, Candidates, (but in all cases, not us) are responsible for ensuring that you or they (as appropriate) have sufficient equipment, Internet access and bandwidth to properly access and use the Online Certification Resources.  The responsibility will be evident from the Certification Resource Specification and/or the Supplemental Terms.
3. 4. You acknowledge that we may from time to time change, suspend access to, replace or discontinue features or any other aspects of the Certification Resources or discontinue Certification Resources.  We can also, at any time (i) change, replace, suspend or discontinue the Certification Resources (or any of their features) and/or (ii) cease making the Certification Resources (or some of their features) available for use by anyone at all or just in particular countries or territories and/or during particular times. 
4. 5. You must have access to the internet or other network in order to access, install and use the Online Certification Resources.  It is your responsibility to select, obtain and pay for internet and network access (including excess charges if you exceed any data caps) and any equipment, internet access and/or services necessary for such internet access and to comply with the terms and conditions of the relevant service providers.
5. 6. You acknowledge that the quality and speed of access to the Online Certification Resources will be impacted by the quality and bandwidth of your internet or network service.  We are not responsible in any respect for the failure of such services.
6. 7. We may terminate our agreement with you (in whole or in part) where we feel that continued use of the Certification Resources by you may damage our or the Owners reputation or brand.

3. ACCEPTABLE UsE of certification resources

1. 1. You are responsible for the way in which you access and use the Certification Resources.
2. 2. You shall comply with all laws in relation to the import, export and reallocation of Certification Resources.
3. 3. You shall not, and you shall ensure that any Candidates do not:

1. 1. 1. infringe the terms of any applicable Online Certification Resource Licence;
      2. infringe any laws when accessing or using the Certification Resources;
      3. attempt to duplicate, modify, sub-licence (except as permitted by the Legal Terms), copy, adapt, distribute, market, lease, create derivative works from or resell the Certification Resources (or any part of them including any of the software in or accessible through them) other than in accordance with the Legal Terms;
      4. access and use the Certification Resources in order to build a Certification Resource or service which competes with the Certification Resources or Certification Programme;
      5. use the Certification Resources in a way that breaches any applicable law.

1. 4. You shall use all reasonable endeavours to prevent any unauthorised access to or use of the Certification Resources and, in the event of any such unauthorised access or use, shall promptly notify us.

4. LiabilitY

1. 1. We generally use commercially reasonable efforts to check for the most commonly known viruses, but there is no guarantee that the Certification Resources (including any software in them or accessible through them) are free from viruses or other harmful code and their presence does not constitute a breach of these Legal Terms.
2. 2. We use our reasonable endeavours to keep the Certification Resources available. However, we don’t guarantee this.
3. 3. We do not guarantee that the Certification Resources (including software in them) will be fault-free, bug-free, error-free, available 100% of the time, free of degradation or free of other problems.  If at any time any one or both of the Platforms or Certification Resources are adversely affected or unavailable, then unless that is caused due to our gross negligence, it will not be a breach of our agreement with you.  You agree that, subject to point 4.2 above, the Certification Resources are provided “as is” and “as available”.  We do not guarantee that we are able to rectify all errors, faults or bugs.

5. RESTRICTIONS

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

End.