The Customer’s use of the web site at http://www.cambridgeenglish.org/help/lost-certificates/ (“the Site”) is governed by these Terms and Conditions. By using the Site the Customer consents to the Terms and Conditions, a copy of which the Customer may print and keep. The Terms and Conditions are a legal agreement between the Customer and the The Chancellor, Masters and Scholars of the University of Cambridge acting through its department Cambridge University Press & Assessment of Shaftesbury Road, Cambridge CB2 8EA UK ("Cambridge"). Cambridge English is a part of Cambridge University Press & Assessment (CUPA) and can only be modified with the prior written consent of CUPA. CUPA reserves the right to change the Terms and Conditions at its discretion.

1. INTERPRETATION

   1. Definitions: In these Terms and Conditions, the following definitions apply:

      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      Cambridge: means the entity as described above.

      Commencement Date: has the meaning set out in clause 2.2.

      Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.

      Contract: the contract between Cambridge and the Customer for the supply of Services in accordance with these Conditions.

      Customer: the person or firm who purchases the Services from Cambridge.

      Deliverables: the deliverables set out in the Order.

      Force Majeure Event: has the meaning given to it in clause 12.1.

      Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Order: the Customer's order for the supply of Services.

      Services: the services, including the Deliverables, specified in the Order.

   2. Construction. In these Conditions, the following rules apply :

      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

      2. a reference to a party includes its personal representatives, successors or permitted assigns;

      3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

      4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

      5. a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

   1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

   2. The Order shall only be deemed to be accepted when Cambridge issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

   3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Cambridge which is not set out in the Contract.

   4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. ACCURACY OF INFORMATION AND DISCLAIMER

   1. Cambridge will use its reasonable endeavours to ensure that all information on the Site is accurate. However, the Site and material available on the Site is provided for general information purposes only and is not intended to provide comprehensive information or guidance on the subjects covered. Before entering into any contract based on or relating to information on this site, the Customer should obtain full information from the organisation or individual with whom they are establishing the contract. Cambridge is not responsible for information provided by any third party in relation to such a contract.

   2. The Customer acknowledges that any reliance on any information or other material contained on, or ordered via, the Site is entirely at their own risk and all other warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the Site are hereby excluded to the fullest extent permitted by law.

   3. Nothing in these Conditions shall exclude Cambridge’s liability to the Customer for fraudulent misrepresentation by Cambridge or its employees or for death or personal injury resulting from Cambridge’s negligence or that of its employees.

   4. SUBJECT TO THE ABOVE, CAMBRIDGE’S LIABILITY TO THE CUSTOMER FOR DIRECT LOSS UNDER ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S USE OF THE SITE SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE ORDER PLACED, FOR ANY ONE INCIDENT OR SERIES OF INCIDENTS. CAMBRIDGE SHALL, HOWEVER, IN NO CIRCUMSTANCES BE LIABLE TO THE CUSTOMER UNDER OR IN CONNECTION WITH THE CUSTOMER’S USE OF THE SITE FOR ANY INDIRECT, ECONOMIC OR CONSEQUENTIAL LOSS WHATSOEVER; LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF BUSINESS; LOSS OF GOODWILL OR REPUTATION; LOSS OF USE; ANY DELETION, CORRUPTION, DESTRUCTION, LOSS OR REMOVAL OF DATA OR ANY PROFESSIONAL CHARGES.

   5. The Customer acknowledges that Cambridge cannot guarantee that the Site will always be available, owing to the nature of the internet. In addition, the Customer acknowledges that the Site may be unavailable owing to maintenance, but where possible Cambridge will carry out such maintenance outside core operating hours, to minimise the period of any disruption.

   6. This clause 3 shall survive termination of the Contract.

4. CODE OF CONDUCT

   1. The Customer shall ensure that any details supplied to Cambridge through the Site are accurate and to let Cambridge know promptly if any of the details supplied to Cambridge by the Customer change.

   2. If accessing any part of the Site the Customer shall:

      1. not use the Site in such a way that disrupts, interferes with or restricts the use of the Site by other third party users;

      2. ensure that any materials uploaded, displayed or transmitted by the Customer through or to the Site are not false, offensive, defamatory, threatening, obscene, unlawful and do not breach or infringe the rights of any person anywhere in the world and the Customer waives any moral rights in respect of any such materials;

      3. not reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of the Site nor attempt to transmit to or via the Site any information that contains a virus, worm, trojan horse, or other harmful or disruptive component;

      4. not send 'spam' email or any unsolicited correspondence which is unrelated to the business of Cambridge to any addresses made available on the Site; and

      5. not change, modify, delete, interfere with or misuse data contained on the Site entered by or relating to any third party user of the Site.

   3. The Customer indemnifies Cambridge against any loss suffered by Cambridge owing to a breach by the Customer of these Conditions.

   4. The Customer shall ensure that they have appropriate protection against computer viruses, worms, Trojan horses or other items of a destructive nature whilst using the internet, and that their connection to the Site is secure.

5. SUPPLY OF SERVICES

   1. Cambridge shall provide the Services to the Customer as specified in the Order.

   2. Cambridge shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

   3. Cambridge shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Cambridge shall notify the Customer in any such event.

   4. Cambridge warrants to the Customer that the Services will be provided using reasonable care and skill.

   5. Cambridge shall process orders on a first-come first-served basis, and dispatch the deliverables which form part of the Services within 15 working days of receipt of payment for each Order or within 7 days if the Fast Track option is selected. Any requests for orders to be notarised will be processed within approximately one month of receipt of payment for each Order.

   6. The Order shall be dispatched either through Royal Mail or Courier, dependent on the Customer’s selected method of dispatch, the order weight and value. A postage and packaging charge is payable on all orders according to the selected method of dispatch, the address and the size of the Order. This charge will be calculated at the checkout stage of the Order, and is VAT exempt. Any Order placed cannot be guaranteed for delivery. The dispatch date is approximate only and no contractual commitment as to the date of delivery is undertaken.

   7. By placing the Order the Customer agrees that Cambridge may commence performance of the search for the Customer’s qualification result and that the payment made for the search fee is not refundable once the Order has been made.

   8. As the certifying statements are personalised, they cannot be returned, however, if the certifying statement contains an error that was created by Cambridge, Cambridge will re-issue an amended certifying statement free of charge if the Customer notifies it by e-mail at PastRecords@CambridgeEnglish.org within 7 working days of delivery with evidence of Cambridge’s error.

   9. Cambridge reserves the right to cancel the contract.

6. CUSTOMER'S OBLIGATIONS

   1. The Customer shall:

      1. ensure that the terms of the Order are complete and accurate;

      2. co-operate with Cambridge in all matters relating to the Services;

      3. provide Cambridge with such information and materials as Cambridge may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

   2. If Cambridge's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

      1. Cambridge shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Cambridge's performance of any of its obligations;

      2. Cambridge shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Cambridge's failure or delay to perform any of its obligations as set out in this clause 8.2; and

      3. the Customer shall reimburse Cambridge on written demand for any costs or losses sustained or incurred by Cambridge arising directly or indirectly from the Customer Default.

7. PURCHASING

   1. To purchase Certifying Statements and Authenticated Certifying Statements (“Services”) from Cambridge through the online facility, the Customer must complete the online ordering process. The Customer’s Order is an offer to purchase Services on these Conditions. Cambridge will send the Customer an email confirming receipt of the Order. Cambridge’s email is confirmation of its acceptance of the Customer’s offer to purchase the Services. Barclaycard will process the Customer’s payment on behalf of Cambridge.

   2. A Customer may only purchase Services via the Site if they are 18 years of age or older. If the Customer is under 18 years of age, a parent or guardian may complete the purchase process.

   3. The Site may include hypertext links to third party web sites. CAMBRIDGE ACCEPTS NO RESPONSIBILITY FOR AND CAN GIVE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS IN RESPECT OF THE CONTENT OR AVAILABILITY OF MATERIAL OF ANY THIRD PARTY SITE.

8. CHARGES AND PAYMENT

   1. The charges for Services shall be the price set out in the Order.

   2. The Customer shall, where applicable, pay each invoice submitted by Cambridge:

      1. within 30 days of the date of the invoice; and

      2. in full and in cleared funds to a bank account nominated in writing by Cambridge, and time for payment shall be of the essence of the Contract.

   3. If the Customer fails to make any payment due to Cambridge under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

   4. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Cambridge may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cambridge to the Customer.

   5. Prices: The price of Services offered on the Site are quoted and charged in UK Sterling and are VAT exempt.

   6. The total price which the Customer agrees to pay via the online facility on the Site includes the price of the Services required to search for the Customer’s qualification result (the search fee referred to during the online ordering process) as well as the price of the printed statements and their associated delivery fee.

   7. Forms of Payment: Cambridge accepts all major credit and debit cards (except Electron). Cambridge cannot accept payment by cash, cheque or postal order for orders placed via the online facility. Cambridge English Examination Centres may pay by invoice utilising the online form

9. DATA PROTECTION

   1. The Customer is required to provide one of the items of identification requested on the Site.

   2. By providing details and identification documentation requested on the Site, the Customer consents to Cambridge processing the Customer’s personal data in accordance with its Data Protection and Privacy Statement.

10. INTELLECTUAL PROPERTY RIGHTS

    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Cambridge.

    2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on Cambridge obtaining a written licence from the relevant licensor on such terms as will entitle Cambridge to licence such rights to the Customer.

    3. All material on, or issued via, the Site is made available on the following conditions:

       1. The Customer may print extracts from the Site or any of its pages for personal use but not for any other purpose; and,

       2. The Customer may make a temporary copy of these pages for the purposes of viewing the pages with browser software, but re-publication, alteration, transmission, resale or redistribution in any form or by any means is expressly prohibited without the prior written consent of Cambridge. All logos and trademarks are exclusively owned by Cambridge.

    4. The contents of this website, including without limitation text, images, scripts and sounds, are owned or licensed to Cambridge and the material is copyright © Cambridge University Press & Assessment and other respective copyright owners. Save as set out below, all rights are reserved.

    5. Cambridge is a registered trade mark of The Chancellor, Masters and Scholars of the University of Cambridge in the UK and in other countries.

11. TERMINATION

    1. Subject to clause 5, and without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than 1 month’s written notice.

    2. Without limiting its other rights or remedies, Cambridge may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

    3. On termination of the Contract for any reason:

       1. Where applicable, the Customer shall immediately pay to Cambridge all of Cambridge's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Cambridge shall submit an invoice, which shall be payable by the Customer immediately on receipt;

       2. the Customer shall return all of the Cambridge Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

       3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

       4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. FORCE MAJEURE

    1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Cambridge including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Cambridge or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

    2. Cambridge shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

    3. If the Force Majeure Event prevents Cambridge from providing any of the Services for more than two weeks, Cambridge shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

13. GENERAL

    1. Assignment and other dealings.

       1. Cambridge may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

       2. The Customer shall not, without the prior written consent of Cambridge, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

    2. Notices.

       1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

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

    3. Severance.

       1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

       2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

    4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

    6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Cambridge.

    8. Governing law. 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 law of England and Wales.

    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

    10. Other Agreements. These Conditions shall not affect or override any of the statutes of the University of Cambridge, or any other written agreement which you have with Cambridge or the University of Cambridge.