Subject expert terms and conditions
General terms and conditions
Dated 202_
Subject Expert Agreement
between
The Chartered Insurance Institute
and
[Subject Expert’s Full Name]
THIS AGREEMENT is dated
Parties
THE CHARTERED INSURANCE INSTITUTE, a corporate body formed under Royal Charter with company number RC000104, having its principal office at 3rd Floor, 20 Fenchurch Street, London EC3M 3BY (“CII”).
[ ] of [Address] (Subject Expert “SE”).
Agreed Terms
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).
Agreement: this/the Agreement and its Schedule(s). The Schedule(s) form part of this Agreement and any references to this Agreement includes the Schedule(s)
Business of the CII: To promote high standards of professionalism in the insurance and financial services profession to engender confidence and trust on the part of the public in the profession.
CII: for the purposes of this Agreement shall refer to the Chartered Insurance Institute, the CII Group or any CII Group Company as applicable.
CII Property: all media relating to the Business or affairs of the CII, and any kit, keys, or IT equipment provided for the SE’s use by the CII, and information uploaded by the SE on the CII or the SE’s computer systems or similar, during the Agreement.
Commencement Date: [please refer to the signed Agreement]
Confidential Information: information in whatever form or medium now or in the future created and wherever located relating to the business and affairs of the CII, not in the public domain, and any trade secrets, or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the SE creates, develops, receives or obtains in connection with this Agreement, whether or not such information is marked confidential.
Conflict of Interest: A situation that arises where The SE’s ability to provide The Services could be, or is seen to be impaired or otherwise influenced by their involvement in another role or relationship.
Intellectual Property Rights: All patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Invention: any development, discovery, idea, invention, improvement or innovation made by the SE in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Services: the services provided by the SE in a consultancy capacity for the CII as more particularly described in Schedule 1.
Termination Date: the date of termination of this Agreement, howsoever arising.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the SE in the provision of the Services.
2. Term
2.1 The CII shall engage the SE and the SE shall provide the Services on the terms of this Agreement. This Agreement shall commence on the Commencement Date and shall continue until agreed services have been provided in full unless the parties terminate this Agreement in writing in accordance with Clause 2.2.
2.2 The Agreement may be terminated:
(a) as provided by the terms of this Agreement; or
(b) by either party giving to the other not less than [please refer to Special Terms and Conditions in signed Agreement] prior written notice.
3. Duties and Obligations
3.1 During the Agreement the SE shall:
(a) provide the Services with all due care, skill and ability and use their best endeavours to promote the interests of the CII;
(b) use reasonable endeavours to ensure that they are available at all times set out in Schedule 1 on reasonable notice unless prevented by ill health or accident; and
(c) promptly give to the CII all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the CII.
During the term of this Agreement, the CII is under no obligation to offer any work to the SE, nor is the SE under an obligation to accept the work offered by the CII.
3.2 If the SE is unable to provide the Services due to illness or injury, they shall advise the CII of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided, or for any handover period to a substitute.
3.3 Unless they have been specifically authorised to do so by the CII in writing, the SE shall not:
(a) have any authority to incur any expenditure in the name of, or for the account of, the CII; or
(b) hold themselves out as having authority to bind the CII.
3.4 The SE shall comply with the CII’s Consultant/Contractor Policy booklet including but not limited to policies on data privacy, conflicts of interest, health and safety, intellectual property and confidentiality, electronic information and communication systems, social media, anti–corruption and bribery, diversity and harassment.
3.5 The SE warrants that they are legally entitled to provide the Services to the CII in full compliance with all laws of England and Wales. The SE shall comply with all applicable laws, regulations, codes and sanctions including but not limited to the Bribery Act 2010, the Equality Act 2010 and applicable data protection legislation. Failure to comply with this clause 3.5 may result in the immediate termination of this Agreement and the SE agrees to indemnify the CII for any and all costs the CII incurs relating to the SE’s breach of this clause 3.
3.6 As an independent contractor, the SE will not be subject to the direction or control of the CII, and the SE will be responsible for the proper provision of the Services. The SE will obtain and maintain adequate insurance policies as required and where applicable ensure that the CII's interest is noted on the policy and shall supply a copy of the policy to the CII on request.
3.7 The SE is responsible for ensuring (and may also be required to demonstrate) that their professional knowledge is up to date through a current Continuing Professional Development record which shall be presented to the CII upon request and no later than 14 days following such a request being made.
3.8 The SE may be subject to an internal review, or external audit of the CII examination and assessment processes organised by and at the request of the CII.
The SE agrees to be bound and to abide by the CII Code of Ethics and the CII’s disciplinary process. A copy of the CII Code of Ethics can be downloaded at https://www.cii.co.uk/media/9223937/cii_code_of_ethics.pdf and information on the CII disciplinary process can be found at http://www.cii.co.uk/about/professional-standards/disciplinary-and-appeals-decisions/.
3.9 For the avoidance of doubt in the event of a breach of this Agreement, by the SE, the CII may take disciplinary action against the SE in accordance with CII Code of Ethics.
3.10 The SE is responsible for maintaining reasonable continuity in personnel providing the Services on its behalf but may in their sole discretion make changes from time to time and for defining the scope of any of the Services to be performed by a substitute on their behalf. Where any individual who will provide the Services is named in a Schedule (or the CII has a reasonable expectation that the Services will primarily be provided by a specific individual), it is the responsibility to ensure the substitute is suitably skilled and experienced.
4. Fees and Expenses
4.1 The CII shall pay the SE any Fees and/or applicable expenses for Services provided as set out in Schedule 1. The CII will automatically pay such fees within 30 days of the services being completed.
4.2 If the SE is required to travel abroad in the course of the Agreement, they shall be responsible for any necessary inoculations and immigration requirements.
4.3 Payment in full or in part of the fees or expenses claimed under clause 4 shall be without prejudice to any claims or rights of the CII against the SE in respect of the provision of the Services. The CII shall be entitled to deduct from the fees (and any other sums) due to the SE any sums that the SE may owe to the CII at any time.
5. Confidential Information and Security
5.1 The SE acknowledges that they will have access to Confidential Information. The SE has therefore agreed to accept the restrictions in this clause 5.
5.2 The SE shall not either during the Agreement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the CII or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the SE’s unauthorised disclosure.
5.3. The SE must not disclose, or allow anyone else to disclose, any information about the Services they provide to the CII to any other person or organisation to which they are contracted if the Services they provide to the CII are in relation to CII qualifications.
5.4 The SE must use their best endeavours to maintain and preserve the security of confidential material in their possession. This includes, but is not limited to:
(a) Ensuring that all computer and electronic devices used have appropriate anti-virus protection installed, including software updates, in order to protect the information from accidental loss, damage, destruction or unlawful access or processing;
(b) Ensuring that access to the computer and electronic devices upon which they access the CII’s Confidential Information is limited to themselves alone;
(c) Fully logging out of any secure system used in the furtherance of this Agreement when not in use;
(d) Keeping all log-in credentials and passwords secure by not providing or sharing them with any other person; and
(e) Return, erase or destroy all Confidential Information, including all existing copies of it, as soon as they are no longer required. At any stage during the Term of this Agreement, the SE will promptly on request return all CII property and Confidential Information in their possession. See also clause 10 for Obligations on Termination.
5.5 If any physical copies of Confidential Information are required to be sent to the CII, the copies must be sent via a secure courier service, such as Parcel Force or Special Delivery as necessary in the security envelopes provided by the CII (or by electronic means with appropriate security arrangements as agreed with the CII).
5.6 The SE must carry out their work in a suitable location and under no circumstances in a public place. It is important that work is not done or stored on a shared drive or shared device.
5.7 The SE shall keep Confidential Information separate from all documents and other records of the SE.
6. Data Protection
6.1 The CII will collect, process and share information relating to the SE in accordance with the Data Protection and Privacy Statement on the CII’s website.
6.2 The SE shall comply with the CII's data protection policy and relevant obligations under any applicable data protection legislation and associated codes of practice when processing personal data relating to any employee, worker, customer, supplier or agent of the CII.
6.3 The CII and the SE agree that they will only process personal and/or special category personal data where they have a lawful basis for doing so and only where necessary to adhere to the terms of this Agreement.
7. Intellectual Property
7.1 All Intellectual Property Rights that are developed or produced under this Agreement, including relevant registrations or applications for registration, will be the sole property of and will automatically vest in the CII. The SE may not use the Intellectual Property Rights for any purpose other than that contracted for in this Agreement except with the written consent of the CII. The SE will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property Rights.
7.2 The SE undertakes:
(a) to notify to the CII in writing full details of any Inventions promptly on their creation;
(b) to keep confidential details of all Inventions;
(c) on request by the CII or upon termination of the Agreement, promptly to deliver to the CII all documentation and copies of the same on all media, about any part of the Works and the process of their creation which they have.
7.3 The SE warrants to the CII that:
(a) they have not given and will not give permission to any third party to use any of the Works or any of the Intellectual Property Rights in the Works;
(b) they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the CII will not infringe the rights of any third party.
7.4 The SE agrees to indemnify at its own cost the CII and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the CII, or for which the CII may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the SE to the CII during the course of providing the Services. The CII may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the SE.
7.5 The SE irrevocably appoints the CII to be their attorney in their name and on their behalf to execute documents, use their name and do all things which are necessary or desirable for the CII to obtain for itself or its nominee the full benefit of this clause.
7.6 Where a SE has produced content to which they own the rights under the Copyright Designs and Patents Act 1988, the CII and the SE may enter into a perpetual, worldwide license agreement permitting the CII to use the SE’s content for its own purposes including but not limited to publication, production of training materials, or other educational uses.
7.7 Where the SE wishes to use content they created for the CII at another organisation, the CII may enter into a license agreement with the SE in accordance with clause 7.6 above, except where the other organisation is a competitor of the CII.
8. Liability
8.1 The SE shall have personal liability for and shall indemnify the CII for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the SE of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services.
8.2 The CII’s total liability (save in matters that cannot, by applicable law, be limited) is capped at the total Fees payable to the SE under this Agreement.
8.3 The liability of the SE under this clause 8 shall be limited to £500,000.
9. Termination
9.1 Notwithstanding the provisions of clause 2.2, the CII may terminate the Agreement with immediate effect with no liability to make any further payment to the SE (other than in respect of amounts accrued before the Termination Date) if at any time the SE:
(a) is in material breach of any of the provisions of this Agreement;
(b) commits any breach of the CII's policies and procedures;
(c) is declared bankrupt, insolvent or is made the subject of an administrative order; or
(d) is convicted of a criminal offence and sentenced to imprisonment.
9.2 The rights of the CII under clause 9.1 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on the part of the SE as having brought the Agreement to an end. Any delay by the CII in exercising its rights to terminate shall not constitute a waiver of these rights.
10. Obligations on Termination
10.1 On the Termination Date the SE shall:
(a) immediately deliver to the CII all CII Property in their possession or under their control;
(b) irretrievably delete any information relating to the Business of the CII stored on any magnetic or optical disk or memory and all matter derived from such sources which is in their possession or under their control outside the premises of the CII. For the avoidance of doubt, the contact details of business contacts made during the Agreement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that they have complied fully with their obligations under this clause 10.
11. Status
11.1 The SE will be an independent contractor and nothing in this Agreement shall render the SE the CII’s employee, worker, agent or partner and the SE shall not hold themself out as such.
11.2 The SE shall be fully responsible for and indemnify the CII against any liability, assessment or claim for:
(a) taxation howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the SE or any substitute against the CII arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission by the CII.
11.3 The CII may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the SE.
12. Conflict of Interest
12.1 The SE represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder.
12.2 The SE is expected to:
- make decisions and take actions that are in The CII’s best interests, and which are not based on or unduly influenced by personal relationships or benefits;
- disclose any Conflict of Interest to The CII;
- never use their authority or position for personal gain;
- at all times, act with impartiality, independence and integrity;
- avoid being in a position which may result in an actual or perceived detriment to The CII's reputation and/or interests.
13. Notices
13.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand, by e-mail (to legal@cii.co.uk)
or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (if a company) or (in the case of the SE) their last known address.
13.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if by e-mail, at the time of transmission provided no error report has been received by the serving party; or
(c) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
13.3 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.
14. Miscellaneous
14.1 Entire Agreement. This Agreement and Schedule 1 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. Each party agrees that it 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
14.2 Variation. No variation of this Agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
14.4 Third Party Rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15. Governing Law and Jurisdiction
15.1 This Agreement 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 laws of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
| Signed and accepted by [name], a director, on behalf of THE CHARTERED INSURANCE INSTITUTE .......................................SIGNATURE OF DIRECTOR |
Signed and accepted by [name]......................................SIGNATURE OF SUBJECT MATTER EXPERT |
Dated 202_
Subject Expert Agreement
between
The Chartered Insurance Institute
and
[Name of Company of Subject Expert]
THIS AGREEMENT is dated [DATE]
Parties
- THE CHARTERED INSURANCE INSTITUTE, a corporate body formed under Royal Charter with company number RC000104 and having its principal office at 3rd Floor, 20 Fenchurch Street, London EC3M 3BY (CII).
- [ ] a company registered in England and Wales under Reg. No [ ] whose registered office is at [ ] (Service Company).
Agreed Terms
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation in this clause apply in this Agreement (unless the context requires otherwise).
Agreement: this/the Agreement and its Schedule(s). The Schedule(s) form part of this Agreement and any references to this Agreement includes the Schedule(s).
Business of the CII: To promote high standards of professionalism in the insurance and financial services profession to engender confidence and trust on the part of the public in the profession.
CII: for the purposes of this Agreement shall refer to the Chartered Insurance Institute, the CII Group or any CII Group Company as applicable.
CII Intellectual Property Rights: All patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
CII Property: all media relating to the Business or affairs of the CII, and any kit, keys, or IT equipment provided for the Individual's use by the CII, and information uploaded by the Service Company or the Individual on the CII or the Individual's computer systems or similar, during the Agreement.
Commencement Date: [Please refer to signed Agreement]
Confidential Information: information in whatever form or medium now or in the future created and wherever located relating to the business and affairs of the CII, not in the public domain, and any trade secrets, or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Service Company or Individual creates, develops, receives or obtains in connection with this Agreement, whether or not such information is marked confidential.
Conflict of Interest: A situation that arises where the Subject Expert’s ability to provide the Services could be, or is seen to be impaired or otherwise influenced by their involvement in another role or relationship.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant Company or by the Individual in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Services: the services provided by the Subject Expert in a consultancy capacity for the CII as more particularly described in Schedule 1.
Subject Expert (SE): the named individual who is providing the Services as stated [Please see signed Agreement].
Termination Date: the date of termination of this Agreement, howsoever arising.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Service Company or the Individual in connection with the provision of the Services.
2. Term
2.1 The CII shall engage the Service Company and the Service Company shall make available to the CII the Subject Expert to provide the Services on the terms of this Agreement.
2.2 This Agreement shall commence on the Commencement Date and shall continue until agreed Services have been provided in full unless the parties terminate this Agreement in writing in accordance with clause 2.3.
2.3 The Agreement may be terminated:
(a) as provided by the terms of this Agreement; or
(b) by either party giving to the other not less than [please refer to Special Terms and Conditions in signed Agreement] prior written notice.
3. Duties and Obligations
3.1 During the Agreement the Service Company shall, and (where appropriate) shall procure that the Subject Expert shall:
(a) provide the Services with all due care, skill and ability and use its or their best endeavours to promote the interests of the CII.
(b) unless prevented by ill health or accident, devote sufficient time as may be necessary for the proper performance of the Services.
(c) promptly give to the CII all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the CII.
During the term of this Agreement, the CII is under no obligation to offer any work to the Service Company nor is the Service Company under an obligation to accept the work offered by the CII.
3.2 The Service Company shall use its reasonable endeavours to ensure that the Subject Expert is available at all times on reasonable notice to provide such assistance or information as the CII may require. If the Subject Expert is unable to provide the Services due to illness or injury, the Service Company shall advise the CII of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided, or for any handover period to a substitute.
3.3 Unless it has or they have been specifically authorised to do so by the CII in writing:
(a) neither the Service Company nor the Subject Expert shall have any authority to incur any expenditure in the name of or for the account of the CII; and
(b) the Service Company shall not, and shall procure that the Subject Expert shall not, hold itself out as having authority to bind the CII.
3.4 The Service Company shall, and shall procure that the Subject Expert shall, comply with the CII’s policies in the CII’s Consultant/Contractor Policy booklet including but not limited to policies on data privacy, conflicts of interest, health and safety, intellectual property and confidentiality, electronic information and communication systems, social media, anti–corruption and bribery, diversity and harassment.
3.5 The Service Company warrants that they are legally entitled to provide the Services to the CII in full compliance with all laws of England and Wales. The Service Company shall, and shall procure that the Subject Expert shall, comply with all applicable laws, regulations, codes and sanctions. Failure to comply with this clause 3.5 may result in the immediate termination of this Agreement and the Service Company agrees to indemnify the CII for any and all costs the CII incurs relating to the Service Company’s breach of this clause 3.
3.6 As an independent company, the Service Company will not be subject to the direction or control of the CII, and itself accepts the responsibility for the proper provision of Services. It is the Service Company’s responsibility to maintain adequate insurance policies as required and where applicable ensure that the CII’s interest is noted on the policy and shall supply a copy of the policy to the CII on request.
3.7 The Service Company is responsible for ensuring that the Subject Expert’s professional knowledge is up to date through a current Continuing Professional Development record, which shall be presented to the CII upon request and no later than 14 days following such a request being made. The Service Company shall also maintain reasonable continuity in personnel providing Services on its behalf but reserves the right in its sole discretion to make changes from time to time. The Service Company remains responsible for defining the scope of any Services to be performed by a substitute, and in any event for all Services performed on its behalf. Where the Service Company’s charges are on a time and materials basis, or where any Subject Expert who will provide Services is named in the Schedule (or the CII has a reasonable expectation that the Services will primarily be provided by a specific Subject Expert), it is the Service Company’s responsibility to ensure that the relevant skills and experience of any replacement personnel remain commensurate with the fee rates charged.
3.8 The Subject Expert may be subject to an internal review, or external audit of the CII examination and assessment processes organised by and at the request of the CII.
3.9 The Service Company shall agree, and shall procure that the Individual agrees, to be bound and to abide by the CII Code of Ethics and the CII’s disciplinary process. A copy of the CII Code of Ethics can be downloaded at https://www.cii.co.uk/media/9223937/cii_code_of_ethics.pdf and information on the CII disciplinary process can be found at http://www.cii.co.uk/about/professional-standards/disciplinary-and-appeals-decisions/.
3.10 For the avoidance of doubt in the event of a breach of this Agreement, by the Subject Expert and/or the Service Company, the CII may take disciplinary action against the Subject Expert in accordance with CII Code of Ethics.
3.11 The Service Company is responsible for maintaining reasonable continuity in personnel providing the Services on its behalf but may in their sole discretion make changes from time to time and for defining the scope of any of the Services to be performed by a substitute on their behalf. Where any Subject Expert who will provide the Services is named in the Schedule (or the CII has a reasonable expectation that the Services will primarily be provided by a specific individual), it is the responsibility of the Service Company to ensure the substitute is suitably skilled and experienced.
4. Fees and Expenses
4.1 The CII shall pay the Service Company any Fees and/or applicable expenses as set out in Schedule 1. The CII shall pay such invoices within 30 days of receipt.
4.2 If the Subject Expert is required to travel abroad in the course of the Agreement, they shall be responsible for any necessary inoculations and immigration requirements.
4.3 Payment in full or in part of the fees claimed under this clause 4 or any expenses claimed shall be without prejudice to any claims or rights of the CII against the Service Company in respect of the provision of the Services. The CII shall be entitled to deduct from the fees (and any other sums) due to the Service Company any sums that the Service Company may owe to the CII at any time.
5. Confidential Information and Security
5.1 The Service Company acknowledges that in the course of the Agreement it and the Subject Expert will have access to Confidential Information. The Service Company has therefore agreed to accept the restrictions in this clause 5.
5.2 The Service Company shall not, and shall procure that the Subject Expert shall not, (except in the proper course of its or their duties), either during the Agreement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the CII or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Service Company's or the Subject Expert’s unauthorised disclosure. The Service Company shall ensure that neither it, nor the Subject Expert discloses, or allows anyone else to disclose, any information about the Services it/the Subject Expert provides to the CII to any other person or organisation to which they are contracted if the Services they provide to the CII are in relation to CII qualifications.
5.3 The Service Company shall ensure that it and the Subject Expert use their best endeavours to maintain and preserve the security of confidential material in their possession. This includes, but is not limited to:
(a) Ensuring that all computer and electronic devices used have appropriate anti-virus protection installed, including software updates, in order to protect the information from accidental loss, damage, destruction or unlawful access or processing;
(b) Ensuring that access to the computer and electronic devices upon which they access the CII’s Confidential Information is limited to themselves alone;
(c) Fully logging out of any secure system used in the furtherance of this Agreement when not in use;
(d) Keeping all log-in credentials and passwords secure by not providing or sharing them with any other person; and
(e) Return, erase or destroy all Confidential Information, including all existing copies of it, as soon as they are no longer required. At any stage during the Term of this Agreement, the Subject Expert will promptly on request return all CII property and Confidential Information in their possession. See also clause 10 for Obligations on Termination.
5.4 If any physical copies of Confidential Information are required to be sent to the CII, the copies must be sent via a secure courier service, such as Parcel Force or Special Delivery as necessary in the security envelopes provided by the CII (or by electronic means with appropriate security arrangements as agreed with the CII).
5.5 The Subject Expert must carry out their work in a suitable location and under no circumstances in a public place. It is important that work is not done or stored on a shared drive or shared device.
5.6 The Subject Expert shall keep Confidential Information separate from all documents and other records of the SE.
6. Data Protection
6.1 The CII will collect, process and share information relating to the Service Company and/or the Subject Expert in accordance with the Data Protection and Privacy Statement on the CII’s website.
6.2 The Service Company shall and shall procure that the Subject Expert shall comply with the CII's data protection policy and relevant obligations under any applicable data protection legislation and associated codes of practice when processing personal data relating to any employee, worker, customer, supplier or agent of the CII.
6.3 The CII and the Service Company agree that they will only process personal and/or special category personal data where they have a lawful basis for doing so and only where necessary to adhere to the terms of this Agreement.
7. CII Intellectual Property
7.1 All CII Intellectual Property Rights that are developed or produced under this Agreement, including relevant registrations or applications for registration, will be the sole property of and will automatically vest in the CII. The Service Company may not use the CII Intellectual Property Rights for any purpose other than that contracted for in this Agreement except with the written consent of the CII. The Service Company will be responsible for any and all damages resulting from the unauthorised use of the CII Intellectual Property Rights.
7.2 The Service Company undertakes:
(a) to notify to the CII in writing full details of any Inventions promptly on their creation;
(b) to keep confidential details of all Inventions;
(c) on request by the CII or upon termination of the Agreement, promptly to deliver to the CII all documentation and copies of the same on all media, about any part of the Works and the process of their creation which they have.
7.3 The Service Company warrants to the CII that:
(a) The Service Company warrants to the CII that it has obtained from the Subject Expert a written and valid assignment of all existing and future CII Intellectual Property Rights in the Works and of all materials embodying such rights and a written irrevocable waiver of all the Subject Expert's statutory moral rights in the Works, to the fullest extent permissible by law, and that the Subject Expert has agreed to hold on trust for the Service Company any such rights in which the legal title has not passed (or will not pass) to the Service Company. The Service Company agrees to provide to the CII, upon request, a copy of this assignment.
(b) they have not given and will not give permission to any third party to use any of the Works or any of the CII Intellectual Property Rights in the Works;
(c) they are unaware of any use by any third party of any of the Works or CII Intellectual Property Rights in the Works; and
(d) the use of the Works or the CII Intellectual Property Rights in the Works by the CII will not infringe the rights of any third party.
7.4 The Service Company agrees to indemnify at its own cost the CII and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the CII, or for which the CII may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Service Company to the CII during the course of providing the Services. The CII may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Service Company.
7.5 The Service Company irrevocably appoints the CII to be their attorney in their name and on their behalf to execute documents, use their name and do all things which are necessary or desirable for the CII to obtain for itself or its nominee the full benefit of this clause.
7.6 Where the Service Company has produced content to which they own the rights under the Copyright Designs and Patents Act 1988, the CII and the Service Company may enter into a perpetual, worldwide license agreement permitting the CII to use the Service Company’s content for its own purposes including but not limited to publication, production of training materials, or other educational uses.
7.7 Where the Service Company wishes to use content they created for the CII at another organisation, the CII may enter into a license agreement with the Service Company in accordance with clause 7.6 above, except where the other organisation is a competitor of the CII.
8. Liability
8.1 The Service Company shall have liability for and shall indemnify the CII for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Service Company or the Subject Expert of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services.
8.2 The CII’s total liability (save in matters that cannot, by applicable law, be limited) is capped at the total Fees payable to the Service Company under this Agreement.
9. Termination
9.1 Notwithstanding the provisions of clause 2.2, the CII may terminate the Agreement with immediate effect with no liability to make any further payment to the Service Company (other than in respect of amounts accrued before the Termination Date) if at any time the Service Company or the Subject Expert:
(a) is in material breach of any of the provisions of this Agreement;
(b) commits any breach of the CII's policies and procedures;
(c) is declared bankrupt, insolvent or is made the subject of an administrative order; or
(d) is convicted of a criminal offence and sentenced to imprisonment.
9.2 The rights of the CII under clause 9.1 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on the part of the Subject Expert as having brought the Agreement to an end. Any delay by the CII in exercising its rights to terminate shall not constitute a waiver of these rights.
10. Obligations on Termination
10.1 On the Termination Date the Service Company shall, and shall procure that the Subject Expert shall:
(a) immediately deliver to the CII all CII Property which is in its/their possession or under its/their control;
(b) irretrievably delete any information relating to the Business of the CII stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its/their possession or under its/their control outside the premises of the CII. For the avoidance of doubt, the contact details of business contacts made during the Agreement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that it has/they have complied fully with its/their obligations under this clause 10.
11. Status
11.1 The relationship of the Service Company (and the Subject Expert) to the CII will be that of independent contractor and nothing in this Agreement shall render it (nor the Subject Expert) an employee, worker, agent or partner of the CII and the Service Company shall not hold itself out as such and shall procure that the Subject Expert shall not hold themselves out as such.
11.2 The Service Company shall be fully responsible for and indemnify the CII against any liability, assessment or claim for:
(a) taxation howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Service Company, the Subject Expert or any substitute against the CII arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission by the CII.
The CII may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Service Company.
11.3 The Service Company warrants that it is not nor will it prior to the cessation of this Agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.
12. Conflict of Interest
12.1 The Subject Expert provided by the Service Company represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder.
12.2 The Subject Expert is expected to:
- make decisions and take actions that are in the CII’s best interests, and which are not based on or unduly influenced by personal relationships or benefits;
- disclose any Conflict of Interest to the CII;
- never use their authority or position for personal gain;
- at all times, act with impartiality, independence and integrity; and
- avoid being in a position which may result in an actual or perceived detriment to the CII's reputation and/or interests.
13. Notices
13.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand, by e-mail (to legal@cii.co.uk) or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (if a company) or (in the case of the Service Company) its last known address.
13.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if by e-mail, at the time of transmission provided no error report has been received by the serving party; or
(c) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
13.3 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.
14. General
14.1 Entire Agreement This Agreement together with Schedule 1 constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements relating to its subject matter. Each party acknowledges that, by entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
14.2 Variation No variation of this Agreement (or of any of the documents referred to in it) shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14.3 Counterparts This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
14.4 Third Party Rights A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
15. Governing Law and Jurisdiction
15.1 This Agreement 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 laws of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
| Signed and accepted by [name] a director, on behalf ofTHE CHARTERED INSURANCE INSTITUTE............................................SIGNATURE OF DIRECTOR | Signed and accepted by [name] a director, on behalf of[ ]...........................................SIGNATURE OF DIRECTOR |
Schedule 1
Services
[List Services to be provided]
Position: [Add description]
Unit: ____________________
Level: ____________________
Duties
Scope of Work
Outcome
Timescale
Fees
- The SE shall submit to the CII an invoice which gives details of the times and dates the SE has worked during the month, the Services provided and the amount of the fee payable for the Services during that month.
- The CII shall pay the SE the following Fees (exclusive of expenses) for providing the Services. The CII shall pay each invoice submitted by the SE in accordance with clause 4.1 within 30 days of receipt.
| Services | Fees | Payment process |
Expenses
The CII shall reimburse all reasonable expenses agreed in advance with the CII that are properly and necessarily incurred by the SE in the course of this Agreement, subject to production of receipts or other appropriate evidence of payment.
[Additional Terms for SE’s providing the Services as Assessors/Examiners etc]
The Assessor will not apply to enter into any examinations or assessments run by the CII for any Units or qualifications they have been involved in
The Assessor must not in any circumstances communicate directly with candidates. Any communication received by the Assessor direct from a candidate should be immediately forwarded to the CII’s Customer Service Department and no independent action should be undertaken by the
During the term of the Agreement, the Assessor must not undertake training sessions or tutorial work of any description on the Unit(s) in which they
The Assessor must notify the CII’s Exams and Assessment Department in writing of the details of any training sessions or lectures they undertake in any of the CII’s assessment Units. The details required for each training session are the date(s), Unit content, names of students; this information must be supplied at least two weeks before the relevant training and the CII reserves the right to audit, inspect or otherwise review any such training sessions or
For the avoidance of doubt the Assessor is required to give notice to the CII’s Exams and Assessment Department of the names of any candidates for any assessment with whom they may have a personal or professional
Subject at all times to clause 5 (Confidential Information) the Assessor shall not lecture on any live content in the assessment for the Unit(s) in which they assess but the Assessor is not precluded from delivering single lectures on the insurance or financial services subject for the period of this Agreement provided at all times that the subject being lectured on does not form any part of the content for the Unit(s) in which they Reference to live content means the content of any online assignment, syllabus or other course material used in or for an examination on the Unit.