At ACE360, we are committed to transparency and ensuring that our users have a clear understanding of our platform’s terms of use. As part of our ongoing efforts to improve clarity and compliance, we have updated our Terms and Conditions.
These updates reflect changes in regulations, industry best practices, and improvements in our service delivery. We encourage all users to review the revised Terms and Conditions carefully to ensure continued compliance when using ACE360.
Summary
Terms of Use
- “Client Terms” (please see new definition below) has been included and now also forms part of the agreement between the Federation and the Client for the Services, as per Clause 1.2.
Definition
- Please refer to Clause 2.2, where the following changes and additions have been made to the definitions: –
- A definition was introduced for “AO”, which has been defined as “an independent awarding organisation body which conducts End-Point Assessments of government funded apprenticeships.”
- The definition for “Client” was amended and now “means either (a) an AO who requires its apprentices to use the Service or (b) a Training Provider who subscribes to the Service.” Previously, it meant the client who subscribes to the Services.
- A definition was introduced for “Client Terms”, which has been defined as “the specific terms and relationship management plan agreed between the Federation and an AO Client which provides guidance on their relationship in relation to the Service (as updated from time to time).”
- A definition was introduced for “Core Service”, which has been defined as “any core element of the Service made available through the Website as more fully described in Documentation (and as updated or amended from time to time).”
- A definition was introduced for “End-Point Assessment”, which has been defined as “the independent assessment that takes place at the end of an apprenticeship, to make sure apprentices have reached the necessary level to be awarded an apprenticeship.”
- The definition for “Payment System” has been amended to replace “credits” with “tokens to be attributed to each apprentice”.
- A definition was introduced for “Premium Service”, which has been defined as “any premium or enhanced elements of the Service made available through the Website as detailed in the Client Terms or otherwise agreement between the Parties (and as updated or amended from time to time).”
- A definition was introduced for “Training Provider”, which has been defined as “an organisation authorised to deliver apprenticeship training.”
- A definition was introduced for “Training Provider Agreements”, which has been defined as “the agreements between AOs and Training Providers to deliver End-Point Assessment for apprentices trained by their organisations, on behalf of an employer.”
- A definition was introduced for “User”, which has been defined as “the individual apprentices or other users which are attributed access to the System through a token.”
User Payments
- The terms in Clause 3 regarding “User Payments” shall apply to any Client who is responsible for purchasing tokens through the Payment System (either directly or on behalf of a Training Provider).
- Clause 3.2.5 has been updated to permit the Federation to audit the Service in order to establish the total number of Users at any time during the Term and compliance with the obligations under this Agreement, rather than, as was previously the case, to audit the Service in order to establish the name and password of each User.
- Clause 3.2.6 has been changed. The Federation can now disable User access if the services are accessed or used by non-users. This was previously only possible if a user provided a password for the services to non-users.
- Clause 3.3, Clause 3.4 and Clause 3.5 have been moved to Clauses 6.3 to 6.5 in the updated T&Cs. Clause 6.4 has been slightly amended and now clarifies that any client that is a training provider needs to ensure that individual users also comply with the client’s obligation not to attempt to copy, modify (etc) the Software.
- Clause 3.6 has been deleted in its entirety. It previously set out that the audit rights granted to the client were not also granted to any subsidiary or holding company of the client.
- Clause 3.3 (re-numbered from previous Clause 3.7) has been amended replacing “credit” with “token” and now also specifying that a candidate cannot be registered on ACE360 unless the Client (where the Client is a Training Provider) has a token it has purchased through the Payment System.
Services
- Clause 4.4 has been amended so that the Federation and the Client may agree additional set up and training services or service levels under the Client Terms. Any Premium Services shall be provided for a minimum of 12 months as more fully set out in the Client Terms. Previously, set-up and training services were provided on request under separate agreement.
Client Data and Results
- A new Clause 5.7 has been added to the T&Cs, which says that each Party acknowledges that AO Clients will have access to Training Provider Client Data where they are the Training Provider’s AO, strictly for the purpose of fulfilling their contractual obligations with the applicable Training Provider.
Client Obligations
- Clause 6.6 now specifies that “where the Client is a Training Provider”, rather than just “the Client” (as was previously the case), the Client shall ensure that the Users use the Service and the Documentation in accordance with the terms of the Agreement and shall be responsible for any User’s breach of the Agreement.
The Federation Obligations
- Clause 7.5 (re-numbered from previous Clause 7.4) now clarifies that the Federation will maintain all necessary licenses, consents and permissions “for the duration of the Licence Term”.
- A new Clause 7.6 has been added to the T&Cs, the Federation shall: if applicable, co-operate with the Client in accordance with the Client Terms and comply with any obligations therein which relate to it; ensure that the Service will be fit for any purpose expressly or implicitly made known by the Federation to the Client; co-operate with the Client in all matters relating to the Service, and comply with the Client’s reasonable instructions in relation to the Service; and not knowingly do or omit to do anything which may cause the Client to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
Rights in the Service
- A new Clause 8.3 has been added to the T&Cs, the Federation warrants that the receipt and use of the Service by the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party.
Payment
- The new terms clarify that Clause 9 applies “Where the Client is a Training Provider, or an AO purchasing on behalf of the Training Provider”.
- References to “credit” have been replaced by references to “token”.
- Clause 9.3 now includes that where the Client purchases any Premium Service, the Client shall pay this annually in advance unless otherwise agreed between the Parties.
- Clause 9.6 provides that the Federation shall also be entitled to increase the cost of a token upon a minimum of three (3) months’ prior notice to the AO, which was previously upon 30 days’ prior notice to the Client. This must be not more than once during any 12 month period during the Agreement and is also now up to a maximum of 10% increase in any 12 month period. Furthermore, where the Federation proposes an increase above the maximum amount stated, it shall notify the AO of the proposed increase and the reason for the increase and shall require the approval of the AO (not to be unreasonably withheld or delayed).
- A new Clause 9.7 has been added to the T&Cs and stipulates that the Parties agree that access to the Core Services shall be provided without charge to an AO but any access to Premium Services shall be charged in line with the provisions of this Agreement.
Confidentiality
- Clause 10.3 now clarifies that the Federation may reference clients in relation to its marketing activities, unless otherwise agreed between the parties.
- A new Clause 10.4 clarifies that the confidentiality obligations shall not apply to any Confidential Information that: is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party in breach of this clause); was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
- A new Clause 10.5 has been added to the T&Cs which says that a party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
- A new Clause 10.6 has been added to the T&Cs which says that each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.
- A new Clause 10.7 now contains a mutual indemnity. Each party shall indemnify the other party in full against all liabilities, costs, expenses, damages and losses and all interest, penalties reasonable legal costs and expenses arising out of, or in connection with, a breach of this confidentiality clause by the indemnifying party.
- A new Clause 10.8 has been added to the T&Cs which says that the provisions of this Clause 10 shall survive for a period of five years from termination or expiry of the Licence Term.
Indemnity
- Clause 11.1 and Clause 11.2 are now subject to the liability caps set out in Clause 12.3 and Clause 12.5 respectively (see below).
- In Clause 11.5 has been amended, to clarify that the indemnities given in clause 11 are the Client’s sole and exclusive rights and remedies, and the Federation’s entire obligations and liability, for infringement of any patent, copyright, trade mark, or database right, but not of the right of confidentiality.
Limitation of Liability
- Clause 12.1was made mutual and now clarifies that clause 12 limits the liability of both the Federation and the client.
- The limitation of liability in clause 12.3 was made mutual and now applies to both the Federation and the Client. The clause no longer excludes liability for loss or corruption of data. The new introduced liability now limits each party’s aggregate liability to the higher of £100,000 or the total Fees paid during the 12 month period preceding the date on which the claim arose.
- A new Clause 12.5 clarifies that the Federation’s liability for any indemnities it provides under this Agreement or for the indemnity provided by the Client under Clause 10 (re confidentiality) shall be capped at £1,000,000.
Term and Termination
- The notice period for termination of the Agreement upon the expiry of the Initial Term or applicable Renewal Term has been increased from “30 days” to “three months” in Clause 13.1.1.
Dispute Resolution
- A new Clause 14.1, Clause 14.1.1 and Clause 14.1.2 have been added to the T&Cs. They set out that in case a dispute arises between the parties, one party shall give the other a “Dispute Notice”. Upon receipt, “Key Contacts” of both parties shall try to resolve the dispute in good faith. If this fails, the respective CEO of each party shall try to resolve the dispute in good faith. This shall happen prior to any mediation proceedings.
General
- The Federations unilateral right to amend the Agreement (Clause 15.1) was changed. The Federation now has to email the client and publish such amendments on the AC360 website on 30 days’ notice, with the new caveat that such amendments do not materially detriment the Client’s use of the Service or materially alter the Federations obligations under this Agreement. Previously, the Client’s continued use of the Service was deemed acceptance of any new terms.
- Notices may no longer be sent by fax (clause 15.7.4).
Law and Jurisdiction
- According to Clause 16.1, this Agreement and the Client Terms now constitute the entire agreement between the parties.
Annex
A new data processing addendum has been added as Schedule 1, setting out the Federation’s obligations when processing client data as a processor. The Data Protection Schedule also includes an indemnity given by the Federation to the client in relation to the processing of client personal data by the Federation or third parties.
By continuing to use ACE360, you are agreeing to these updated Terms and Conditions. If you have any questions or require further clarification, our support team is here to help.
You can reach us at [email protected] for any queries. We appreciate your continued trust in ACE360 and remain dedicated to providing you with a seamless and compliant End-Point Assessment management experience.
