“CXL” means CX Limited of PO Box 78, County Hall, Fishergate, Preston, Lancashire PR1 8XJ;
“Data” means all information supplied to the users by use of the System;
“Service” means the retention toolkit questionnaire and other facilities on the Website;
“Super-user” means trained license holders for the Website;
“System” means all use of the Website;
“Tutor” means those users of the System who are class managers of the questionnaire (as so designated by a Super-user at that institution);
“User” means student users of the System;
“Website” means all or any of www.c-xtra.co.uk, www.c-xtra.com and www.c-xtra.net which remain the property of CXL.
2.1 Each User registration is for two completions of the questionnaire only. Users can view their results at any time using their personal log-in codes.
2.2 By registering with www.c-xtra.co.uk, CXL grants and the Users, Tutors and Super-users accept a non-exclusive, non transferable license to gain access to use the System and the Data therein. This access is for personal and non-commercial usage only.
2.3 The User, Tutor and Super-user may download onto their computers, local disk or print any Data required for the purpose of 2.2.
2.4 Users, Tutors and Super-users will not acquire any proprietory interests in any material obtained from or relating to the System and Data. This includes any materials used in the training of Super-users and Tutors. Users, Tutors and Super-users may not use the System, its Data or any printed material from the System or in training in any way that will infringe any intellectual copyright, any right of confidentiality, or any other proprietary interest that CXL has in such materials.
2.5 Super-users agree to fully indemnify and to hold CXL indemnified from and against any claim brought by a third party resulting from the use of the service and in respect of all losses, costs, actions, claims, expenses or liabilities whatsoever suffered or incurred directly by CXL in consequence of any breach or non-observance of these terms.
3.1 CXL reserves the right at its discretion to refuse at any time to either accept registration and/or provide access to the Service.
3.2 CXL reserves the right to block access to all or part of the Service if terms and conditions are broken or CXL suspects that such activity is ongoing or has occurred.
3.3 CXL reserves the right to close access to the Website if there is evidence of any illegal or malevolent online activity designed to change or gain access to the Website by Users, Tutors, Super-users or any third party. CXL will also invoke 3.3 if CXL feel that any rights listed in 2.4 are at risk in any way. This is without notice.
3.4 The service may be suspended temporarily and without notice in terms of system failure, maintenance or repair and for reasons beyond the control of CXL.
3.5 The service is normally intended to be available 24 hours a day online with appropriate passwords and log-in codes. CXL accepts no responsibility for failure to provide this level of availability.
3.6 The User, Tutor and Super-user will operate, at its own expense, a terminal or personal computer system, modem, telephone or any other equipment or software necessary for accessing the System. CXL will not be liable for any loss or damage howsoever arising resulting from any actions or omissions of the User, Tutor or Super-user or of any internet service provider or other person through whom the User, Tutor or Super-user may access the System.
3.7 CXL will make all reasonable attempts to exclude viruses from the System and the Data but cannot guarantee such exclusion and the User, Tutor and Super-user should take appropriate steps in respect of such risk.
3.8 CXL takes no responsibility for any software or hardware outside of the System or Data which records Users, Tutors or Super-users passwords or log-in codes on individual personal computers or any computer hardware or software. Super-users will be fully briefed of such issues in Super-users training.
4.1 Users, Tutors and Super-users will take responsibility for the safe-keeping and confidentiality of any passwords and log-in codes that refer to themselves and those they are responsible for:
4.2 Users, Tutors and Super-users agree not to disclose their personal log-in codes to any other person.
5.1 CXL reserve the right to upload or update the System at any time.
6.1 The System and Data is for general information purposes only. Although CXL has made all reasonable efforts to ensure information on the Website is as full and accurate as possible it does not warrant that the Data is fully comprehensive or accurate.
7.1 The System and Data are provided without warranty of any kind. CXL disclaims any warranties and representations, express or implied, including without limitation, any warranty or merchantability or fitness for a particular purpose, to the extent permitted by law.
7.2 CXL is not responsible for any external internet sites that link to the Website or which are linked from it.
8.1 CXL accepts no liability in contract, tort or otherwise including negligence for: (i) inability to gain access to the System as a result of routine or emergency maintenance on the System or excessive demand for the System; (ii) loss of data including both Data transmitted and other data held by or on behalf of Users, Tutors or Super-users; (iii) delay or failure in receipt of Data; (iv) indirect or consequential losses arising from use of the System including loss of revenue, business, anticipated savings or profits.
8.2 CXL’s aggregate liability in contract, tort or otherwise including negligence shall be limited to [£10,000] in respect of one incident or series of incidents arising from a common cause in any twelve month period.
9.1 These Terms comprise the entire agreement between the parties.
9.2 The System and Data are provided from England irrespective of the location of the User, Tutor or Super-user.
9.3 The User, Tutor or Super-user may not assign or delegate all or any of its rights and obligations under these Terms. CXL shall have the right to assign or transfer all or any of its rights and obligations at any time without notice.
9.4 CXL reserve the right to vary these Terms from time to time. Users, Tutors and Super-users shall be deemed to accept the varied Terms by continued usage of the System after any variation.
9.5 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Agreement.
9.6 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
9.7 All rights and obligations under these terms shall subsist worldwide. This Agreement shall by governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.