You or Your - The person entering into this agreement with us by accepting these terms and using the Map
Us, We, or Our - The Chartered Institute of Personnel and Development
Map - The current CIPD Profession Map (or any earlier published version of it) including but not limited to all images, visuals, infographic, written content (including the Standards, impact levels, etc) or anything else to which intellectual property rights may be attributable to including copyright and related rights, goodwill, designs or similar or equivalent, as created, fully owned and updated by Us
2.1 We authorise You to read and reproduce single copies of the Map for the purpose of personal, educational and/or business use without payment to Us, on condition that You:
(a) comply with Your obligations under this agreement;
(b) include in any and all reproductions (in any form and format whatsoever) of the Map a statement indicating that the all rights in the Map are owned by Us, regardless of the existence of any permitted amendments and/or alterations; and
(c) when reproducing the Map in online electronic format, include a hyperlink to the website address www.cipd.co.uk in close proximity and equivalent prominence to the reproduction of the Map.
2.2 This Authority shall commence on Your use of the Map for the first time and continue unless and until terminated in accordance with paragraph 9 (Termination).
4.1 You may:
(a) search and view the Map at your convenience; and
(b) copy and/or print out the Map once. If You wish to copy and/or print the Map more than once, You may do so provided always that You seek prior written approval from Us, which may (in Our sole discretion) be subject to further terms and conditions.
4.2 If You wish to use the Map as part of a commercial product, You must notify Us prior to such use and We may (at Our sole discretion) grant to You a licence for such use conditional upon the payment of a charge as determined by the CIPD.
4.3 We may make such amendments to these terms and the Map as in Our sole discretion may be necessary or appropriate.
5. Your Obligations
5.1 You will not:
(b) assign or otherwise dispose of Your or Our rights under these terms; and/or
(c) contest Our intellectual property rights in the Map.
6. Our Obligations
6.1 We warrant that You will not infringe any third party rights by using the Map.
6.2 We will take reasonable steps to ensure that software and data files we make available to You as part of the Map are virus free.
7.1 We give you no warranty or assurance, except as set out in paragraph 6 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law. You should note in particular:
(a) the Map is not intended to constitute a definitive or complete statement of the People Profession (including Human Resources, Learning & Development, Organisation Development and any other specialism included in the Map);
(b) the Map is not intended to constitute professional advice in any specific situation;
(c) the Map and Our means of delivering it may be incompatible with Your software or computer configuration; and
(d) We may change or withdraw part or all of the Map at our discretion and without notice to you.
8.1 Our liability to You for any loss or damage caused by Us, under or in connection with this agreement is limited to £10,000, or (if a Fee has been paid) the Fee. Where a Fee has been paid, the liability cap applicable shall be whichever is the least in amount.
8.2 Under this paragraph Our liability includes that of any company in our group and our and their respective agents, employees and sub-contractors, Your liability includes any other party claiming through You and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service or training assignments, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.3 This paragraph does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
9.1 This agreement will terminate if You are in material breach of any of its terms and if the breach is not remedied within the period of ten (10) days after We have given You written notice of it.
9.2 On termination of this agreement in relation to the Map, You will take reasonable steps to delete the Map and any part of it in all forms and from Your electronic media, including Your intranet and electronic storage devices to the extent that it is no longer retrievable.
10.1 You may not assign this agreement without our consent in writing.
10.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.4 This agreement is governed by the law of England and Wales and you submit to the exclusive jurisdiction of the courts in England.