Product Terms And Conditions

Updated 26 May 2022

This PRODUCT TERMS AND CONDITIONS is entered into by the parties on the date of the Purchase Order or Credit Card Order.

This PRODUCT AGREEMENT is entered into by the parties on the date of the last signature set out below (Agreement).

1. ORDERING AND ISSUANCE OF VOUCHERS

1.1 The Client shall complete the order form attached as Schedule 1 hereto and send it to CFA Institute.

1.2 By no later than 7 Business Days following receipt of the order form, CFA Institute shall issue the relevant Vouchers to the Client.

1.3 In the event Vouchers are being purchased via purchase order, and there are conflicting clauses, this Agreement shall take precedence.

1.4 Vouchers will be issued for the fees pertaining to the relevant Product current at the time of issuance, exclusive of any applicable taxes and such fees may be modified from time to time at the absolute discretion of CFA Institute.

1.5 Each Voucher shall expire six months following its date of issuance to the Client.

1.6 Vouchers may not be transferred or extended.

1.7 No refunds will be made for expired Vouchers.

2. INVOICING AND PAYMENT

2.1 By no later than 10 Business Days following receipt of the order form CFA Institute shall issue an invoice to the Client which will be payable within 30 days from the invoice date.

2.2 Without prejudice to any other rights and/or remedies available to it hereunder or otherwise in accordance with law, if the Client fails to make payment in accordance with the payment terms set out in the invoice, CFA Institute may take any one or more of the following actions, at its sole discretion:

2.2.1 agree with the Client to extend the time for payment;

2.2.2 cancel any remaining unused Vouchers;

2.2.3 suspend or cancel access granted to Participants to CFA Institute materials, platforms, assessments, exams and any other media used to deliver the Products to Participants;

2.2.4 suspend all reporting delivered in accordance with Clause 5 below; and

2.2.5 suspend delivery of results to any or all Participants.

3. PROVISION OF VOUCHERS TO AND USAGE BY PARTICIPANTS

3.1 Subject to Clause 3.5 below, the Client shall provide the Vouchers to Participants as it sees fit.

3.2 The Client shall be responsible for ensuring that all Vouchers provided under this Agreement are properly used by Participants in accordance with this Agreement.

3.3 Should a Participant use a Voucher, register for a Product and then cease to be an employee of the Client, no refund will be payable for such Voucher.

3.4 If the Client terminates this Agreement in accordance with Clause 7, no refund shall be payable in relation to any Vouchers that have already been issued in accordance with Clause 1.2.

3.5 Due to regulatory restrictions, the ESGC is not currently available to Participants who are resident in China.

4. CFA INSTITUTE AND PARTICIPANTS

4.1 Upon a Participant’s registration for a Product, CFA Institute will have a confidential relationship with the Participant and will not disclose to the Client any information about the Participant (including Participant Personally Identifiable Information) except in accordance with Clause 5 (Reporting) below.

4.2 On registration for a Product Certificate, Participants will be required to enter into a Candidate Agreement. The relationship between CFA Institute and the Participant will be governed, inter alia, by such Candidate Agreement.

5 REPORTING

5.1 Client warrants that it will notify Participants that their use of a Voucher will result in the reporting described in Clause 5.2, if required under applicable Data Protection Legislation. Client will request and receive all relevant consents from Participants in relation to personal data to enable CFA Institute to issue Vouchers and make its monthly reports in accordance with Clause 5.2 below.

5.2 CFA Institute will provide the Client with monthly reports which shall include the following information relating to Participants: (1) Given Name; (2) Family Name; (3) Email; (4) Registration Date; (5) Registration Expiration Date (date registration expires if Participant does not schedule the exam); and (6) exam result, reported as (a) pass; (b) fail; or (c) result unavailable. Test scores may be unavailable for a variety of reasons, including failure of the Participant to appear for or complete the examination or irregularities at a test center. All reasonable endeavours will be made to include any such relevant information in the monthly report.

5.3 Client will use the information provided in the monthly reports solely for program administration and will hold such information confidential. Client may not disclose or publicize the results related to Participants who have taken the IFC or ESGC, except to acknowledge or congratulate those Participants who have been awarded them. Client also may not publicly disclose its aggregate Participant pass rates for the IFC or ESGC.

6 FACILITATION PACKS

For those Clients who wish to make use of the Facilitation Pack in relation to the Investment Foundations Certificate, the terms and conditions set out in Schedule 2 shall apply.

7 TERM AND TERMINATION

This Agreement will continue until either its expiration, one year from the day this Agreement was executed, or termination, whichever first occurs. Either party may terminate this Agreement without cause by giving written notice the other party. Such notice shall specify the date upon which the termination is to become effective and shall be given at least thirty (30) days before the effective date of termination.

8 DEFINTIONS

Business Days means any day except any Saturday, any Sunday, any day, which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorised or required by law or other governmental action to close.

Candidate Agreement means the agreement and/or terms and conditions pertaining to any Product which a Participant will be required to enter into with CFA Institute, as may be amended from time to time.

Course means any online or in person professional learning course offered by CFA Institute.

Data Protection Legislation means legislation relating to an individual's right to privacy with respect to the processing of Personally Identifiable Information which is applicable to a party from time to time.

ESG Certificate (ESGC) means the certificate in ESG Investing owned, administered, and awarded globally by CFA Institute.

Investment Foundations Certificate (IFC) means the Investment Foundations Certificate owned, administered and awarded globally by CFA Institute which covers the essentials of finance, ethics, and investment roles, providing a clear understanding of the global investment industry.
Participant means each individual employed by Client, or contractor acting under Client's direction in the ordinary course of Client's business, in each case authorized or allowed by CFA Institute to access the Product.

Product means any one or more of the following: ESGC; IFC; or a Course.
Personally Identifiable Information means personal data (as such term is defined in Data Protection Legislation) processed under or in connection with this Agreement.

Facilitation Pack shall have the meaning set out in Schedule 2.
Voucher means a voucher containing a unique number which will enable a Participant to register for a Product.

I accept and agree to the terms and conditions of the Agreement. I represent and warrant that I have the legal right and authority to bind the Client.

CFA Institute Client:

By: By:

Name: Name:

Title: Title:

Date: Date: ________________________________

Email: ________________________________

SCHEDULE 1 - VOUCHER ORDER FORM

Purchaser Name

(i.e. Organization or Institution):

Date of order:

This Order Form is for the purchase of Vouchers for the Products indicated below. The terms of purchase and use of such Vouchers are set out in this Agreement and the relevant candidate agreement and or terms and conditions that a Participant enters into on registration for the Product.

Is this Purchaser’s (check one): [ ] Initial Order [ ] Subsequent Order

Vouchers for

Quantity Purchased

Price

Extended Price

ESGC

[Enter #]

$795

[Enter total $]

IFC

[Enter #]

$350

[Enter total $]

[Name of Course]

[Enter #]

$[ ]

TOTAL FEES (exclusive of tax) [_______________________________________]

INVOICES:

Invoice Mailing Address:

[________________________________________________________________________________]

Attn: [____________________________________________________________________________]

PO Required on Invoice: [ ] Yes or [ ] No

If yes, PO #: [_____________________________________________________________________]

Email Address for Electronic Delivery of Invoices: [_______________________________________]

Purchaser

[Purchaser Name]

Signature

Print Name

Title

Email:

Primary Contact no.:

CFA Institute

Signature

Print Name

Title

Email:

Primary Contact no.:

SCHEDULE 2

FACILITATION PACK END USE LICENCE

This Facilitation Pack End-Use Licence Agreement (Agreement) is a contract between CFA Institute, a Virginia non-stock, not for profit corporation whose registered address is 915 East High Street, Charlottesville, VA 22902 (CFA Institute) and you, the individual or entity (Client) who or which wishes to have access to and make use of the Facilitation Pack in accordance with the terms of this Agreement.

Pursuant to the provisions of this Agreement, CFA Institute shall deliver licensed content to Client in the form of a Facilitation Pack as defined herein. Facilitation Packs are digital products produced by CFA Institute and delivered directly to Client that include: a slide deck, a teacher speaking guide in Word, an end of module guide and a glossary which support the Client to introduce CFA Institute’s Investment Foundations Certificate® to potential candidates. The contents of the Facilitation Pack may be changed from time to time at the sole discretion of CFA institute.

This Agreement shall be seemed to have commenced on the date of the last signature hereto (Effective Date).

1 Grant of License and rights.

CFA Institute hereby grants to Client, in accordance with the terms and conditions of this Agreement, a no fee, revocable, nonexclusive, non-transferable limited license to use the Facilitation Pack solely for the training of its employees, or contractors or, in the case of a Client being a university or similar educational establishment, students of such university (collectively “Client’s Beneficiaries”). Client shall take all reasonable actions to assure that Client’s Beneficiaries understand that they are subject to the restrictions on the Client’s licence hereunder and must comply with such restrictions.

2 Licence restrictions.

2.1 Client agrees that CFA Institute exclusively owns all copyright, title, trademarks and all other related rights and interests in and to the Facilitation Pack and all other CFA Institute materials, property, and revisions thereof provided to Client. Client shall do nothing inconsistent with such ownership.

2.2 Client further agrees that it will not claim ownership rights to the Facilitation Pack or any derivative, compilation, sequel or series thereof, or related intellectual property owned by or used by CFA Institute. Client agrees that nothing in this agreement shall give Client any right, title, or interest in the Facilitation Pack other than the right to use the same in accordance with this agreement. Client shall not have any right, title or interest in the Facilitation Pack except as expressly set forth in this agreement.

2.3 Except as provided under this agreement, Client shall not sell, license, market, copy, modify, alter, supplement, reproduce, translate, or create derivative work(s) of the Facilitation Pack or the ideas or concepts of the Facilitation Pack without the prior written consent of CFA Institute.

2.4 The unauthorised use or distribution of the Facilitation Pack, or any part thereof, is a violation of intellectual property rights and illegal and may subject the user to substantial legal and monetary damages. Client will be liable for any damage resulting from any violation of the license, including any infringement of copyrights or other proprietary rights.

2.5 Client will not remove, obscure or modify any copyright or other ownership or proprietary rights notices included in the Facilitation Pack. Client will not re-brand the Facilitation Pack or any part thereof. The Facilitation Pack shall bear, at all times, the copyright and other ownership or proprietary rights notices of CFA Institute (and/or its third-party licensors).

2.6 This Agreement does not allow Client to grant any sub-licenses of any kind with respect to the Facilitation Pack, nor shall this license be assigned or transferred by Client.

2.7 Notwithstanding anything to the contrary contained in this Agreement, each of the licensed materials are the property of CFA Institute. CFA Institute logo, trade names and trademarks are its exclusive property. Except as expressly stated herein, CFA Institute does not grant Client any intellectual property or other rights in the licensed materials or its logos, trade names and trademarks. Nothing in this agreement constitutes a waiver of the rights of CFA Institute, its affiliates, or any of its suppliers under any copyright or trademark laws or any other national or local law or international treaty.

3. Term and termination.

3.1 The term of this Agreement shall be two (2) years from the Effective Date, unless otherwise terminated in accordance with this Clause 3.

3.2 CFA Institute may terminate this Agreement immediately upon breach by the Client.

3.3 Either party may terminate this Agreement on going the other three months written notice.

4 Governing Law

This Agreement shall be governed by the laws of the state of Virginia, without regard to conflicts of law.