AICPA & CIMA Terms & Conditions

Terms and Conditions

1. Course Content Products
   1. Association shall deliver Content in the format agreed between the parties.
   2. If agreed upon between the parties, Association will host an online portal (“Portal”) unique to Client for the fulfillment of on demand product(s) purchased by Client and Association will be responsible for maintaining the Portal.
2. Cancellation Policy
   1. How to cancel All cancellation requests must be made in writing to the Association via e-mail to GroupStudy@aicpa-cima.com.
   2. Live Events Any engagement requiring an instructor be provided for a determined amount of time, at a scheduled time, to instruct Client employees or agents only, is considered a live event.  Scheduled events open to the public are not governed by this policy.
      1. 2.2.1.Cancellation with 15 Days or More Notice Cancellation of a live event (onsite, live virtual, or webcast) received 15 calendar days or more prior to the program will be subject to payment by Client for any non-recoverable expenses incurred by the Association, including but not limited to, instructor travel.
      2. 2.2.2.Cancellation with 14 Days or Less Notice Cancellation of a live delivery event (onsite, live virtual, or webcast) received 14 calendar days or less prior to the scheduled program start date will be subject to payment of the instructor fee as well as all other non-recoverable expenses incurred by the Association.
   3. All Other Products/Content / Services All other types of training/services offered by The Association are sold as is and cannot be cancelled.
3. CPE Credit (If Applicable)
   1. NASBA Sponsor Association produces and maintains training content that meets or exceeds NASBA (National Association of State Boards of Accountancy) criteria and maintains the ability to sponsor training content/delivery for CPE credit as a member of the National Registry of CPE Sponsors with National Association of State Boards of Accountancy (NASBA), CPE credit can be used to maintain professional designations / certifications based on state board requirements and direction.  Students completing this training must satisfactorily complete all required actions to claim these credits.  Required actions vary dependent on how the training is consumed. The Association will maintain all required documents per NASBA requirements when acting as a sponsor.
   2. Compliance Responsibility AICPA holds all compliance responsibility when a client issues the AICPA CPE certificate directly from their LMS system.
   3. NASBA Issued Changes In the event NASBA issues changes to the procedure or requirements to earn CPE credits, the Association will make every effort to advise Client of these changes to ensure eligibility for users, employees, agents and/or students.
   4. Student Requirements to earn CPE Credit The following section provides general guidance on how to earn CPE credit.  The Association has provided this guidance in good faith and shall not be held liable for any loss incurred by Client for any incorrect, missing or excluded information in this section.  Students and/or Client maintain the sole responsibility for earning and/or claiming CPE credit beyond the Association’s responsibility as NASBA Sponsor defined in section 3.1 of this Order.
      1. 3.4.1.Live Event CPE Live event is defined as a group of students, located in the same physical space, all consuming the same training content together at one time.  Each student must complete a sign-in and sign-out sheet provided by the Association or its agent each day.  Students must also satisfactorily respond to at least 1 (one) element of engagement per CPE hour, which will be provided and assessed by an Association instructor and/or agent.  The Association and/or its agent(s) will distribute a CPE Form for students to complete and track their CPE with the form. A student must present the completed form to the Association and/or its agent(s), who will review attendance to session(s)  and sign the form for CPE credit. If the Association and/or its agent is not available to confirm/sign the form, then all documentation, sign in and sign out sheet + sessions attended must be sent by the client/speaker to Compliance for review and issuance of CPE credit certificate via email for eligible students. The Association and/or its agent(s) will distribute an evaluation after delivery has completed.  Students are not required to complete this evaluation to earn CPE credit. 
      2. 3.4.2.Partial CPE Credit for Live Events The Association may issue partial CPE credit for students who are absent from part of the live event.  Compliance and quantity of partial CPE earned will be assessed and confirmed by an Association instructor and/or agent(s). 
      3. 3.4.3.Webcast CPE “Webcast” is defined as a live or pre-recorded event actively hosted by The Association.  Webcasts are delivered via the internet and can be attended from anywhere with an internet connection.  To earn CPE credit via one of these events, a student must satisfactorily respond to 4 (four) attendance monitoring mechanisms, which will be presented as part of the event.  At the completion of the event, students will have the ability to download their CPE credit certificate from the online delivery platform, provided all necessary criteria has been met.
      4. 3.4.4.Self-Study Online (SSO) “Self-Study Online” is defined as self-paced training with no live interaction.  SSO content is delivered via the internet and can be consumed from anywhere with an internet connection.  To earn CPE credit via one of these events, a student must complete the training and satisfactorily respond to the integrated review questions.  Students must also pass the final exam provided at the end of the course.  Once all required elements are satisfactorily completed, students will have the ability to download their CPE credit certificate from the online delivery platform.
      5. 3.4.5.CPE Credit Certificates. Association– Applicable to content delivery outside of AICPA Systems, where the Association is chosen above for CPE Credit, LMS (via SCORM) delivery for on-demand/self-study online, the Client will host the “AICPA CPE Certificate” template in their specific LMS system. When a course is completed, the Client will issue the CPE Certificate using the “AICPA CPE Certificate” template and NASBA sponsor number to the learner for CPE credit. Client– Applicable to content delivery outside of AICPA Systems, where the Client is chosen above for CPE Credit, LMS (via SCORM) delivery for on-demand/self-study online, Client “delivers” the Content, ie Organization LMS (via SCORM) or Organization Live or Webcast, the Client will be the NASBA sponsor and issue their own CPE certificate w/ their NASBA Sponsor Number. Upon request, the Association will provide the Client compliance details for the course (Author/Developer and content reviewer) to meet Client’s NASBA responsibility.
4. Invoicing
   1. Standard Net Terms The Association’s standard net terms for invoice receipt is 30 calendar days from date of invoice issuance.
   2. Deviation from Standard Terms The Association, at is sole discretion, will accept terms that deviate from the standard disclosed in section 4.1 of this Order.  Any deviation from the standard terms disclosed in section 4.1 of this Order must be explicitly stated in the section at the beginning of this Order.
   3. Taxes Any taxes, Value Added Tax, or duties incurred and owed by Client as the result of the fulfillment of any services provided by the Association shall be determined by and paid by Client. Taxes upon Association’s income shall be the sole responsibility of Association.
5. Client Responsibilities
   1. Access Throughout the term of this Agreement, Client shall when hosting Content, maintain all Content in a secure environment and use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure. Client shall establish and maintain a point-of-contact for Client’s with sufficient authority to manage.
   2. The Association will provide access as agreed to between the Parties which may include unique access for each user of content.  Content may not be used in a concurrent user setting unless explicitly stated in this Order.
6. Intellectual Property Rights
   1. Use and Ownership of Materials Association-developed, pre-existing materials (“Materials”) shall be and remain the property of Association or third parties which have granted Association the right to provide the Materials to Client and Client shall have no rights or interests in Content except as expressly provided in this Order. 
   2. Third Party Materials Association may incorporate third party products into the deliverables so long as Association has obtained approval from the third party. Association reserves the right to transfer or otherwise make available such third-party products to Client on termination or expiration of this Order for access, use, modification, installation, and creation of derivative works as incorporated into or desirable for the operation or support of this Order. If Association cannot obtain such transfer or other rights with regard to a third-party product, then Association will not incorporate such third-party product into the Order.
   3. Association grants a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to the Client to: provide the Content to Client’s authorized users (“User(s)”) by transmission or communication as agreed; and when appropriate for media or as agreed between the Parties, load, store, use, copy, and reproduce the Content solely in order to enable distribution and display to Users in a mutually agreed upon format (e.g., OnDemand, webcast, eBook,  print, etc.).
   4. The license granted to Client herein is granted solely to the extent necessary for Client to offer the Content to its Users. Client shall not copy or reproduce any of the Content and shall not make any modifications to or create any derivative works of any of Content.
   5. Association will make the Product(s) available to Client as agreed between the Parties. The Parties may upon written agreement attach specific terms and conditions for the sale of certain Content.
   6. Throughout the term of this Agreement, Client shall, when hosting Content, maintain all Content in a secure environment.
   7. Prohibition Against Use of Trademark In order to preserve the value of the Association’s or Association Group’s name and/or any trademarks, service marks, or trade names (collectively, “Marks”), Client shall make no use of Marks for any reason, including but not limited to, advertising, press releases, or other publicity, except upon the written authorization of the Association in each instance. Client will not harm, misuse, or bring into disrepute Mark(s) at any time. Parties acknowledge that a breach by either Party of any of its covenants, agreements or undertakings of this subsection will cause the other Party irreparable damage, which may not be readily remedied in damages in an action at law, and that other Party shall be entitled to seek equitable remedies, costs and attorney’s fees in such event.
   8. From the date hereof to the earlier to occur of the expiration or termination of this Agreement, the Client hereby grants to the Association a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, license to place the logo(s) and/or name of the Client in Association materials about the Program and solely to refer to Organization as a client of the Program. Upon the expiration or earlier termination of this Agreement, the license granted under this section shall automatically terminate without further action of either party and be of no further force or effect.

Each Party acknowledges that they may be furnished with, receive, or otherwise have access to confidential Information of the other Party. Each Party’s Confidential Information shall remain the property of that Party.

1. Exclusion “Confidential Information” excludes any information that the receiving Party can demonstrate: at the time of disclosure, was in or otherwise becomes part of the public domain through no fault of the receiving Party; was received after disclosure from a third party who had a lawful right to disclose such information to the receiving Party without any obligation to restrict its further use or disclosure; was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; or was required to be disclosed to satisfy a legal requirement of a competent government body.
2. Obligations Each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure of Confidential Information as it employs to avoid unauthorized disclosure of its own Confidential Information of a similar nature. Each Party shall take reasonable steps to ensure that its employees comply with this Section.
3. Disclosure In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the disclosing Party, the receiving Party shall promptly, and at its own expense, notify the disclosing Party in writing, and take such actions as may be necessary and cooperate in all reasonable respects with the disclosing Party to minimize the violation and any damage resulting therefrom. A Party required to disclose Confidential Information shall, to the extent that it may legally do so, advise the disclosing Party promptly and prior to making such disclosure in order that disclosing Party may object to disclosure, take action to assure confidential handling of Confidential Information, or take such other action as it deems appropriate to protect Confidential Information.

1. General Intent Subject to the specific provisions of this section, it is the intent of the Parties that each shall be liable to the other only for any direct damages incurred by the non-breaching Party as a result of the breaching Party's failure to perform its obligations in the manner required by this Order. Association’s total aggregate liability in contract, tort (including negligence), misrepresentation, or otherwise arising under or in connection with this Order shall in all circumstances be limited to the fees paid under this Order in the 12 months preceding the date on which the claim arose. . Neither Party shall, in any circumstances be liable for, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent) or otherwise arising under or in connection with this Order for: loss of revenue; loss of profit; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss or corruption of data, information, or other materials; or any indirect or consequential loss. Nothing in this Order limits or excludes liability of either Party for: death, physical personal injury caused by negligence, fraud, fraudulent misrepresentation, or other liability which cannot be excluded or limited by law.
2. Indemnification Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, and its Affiliates and their respective officers, directors, employees, shareholders, and members (each an “Indemnified Party”), from and against any losses, penalties, fines, judgments, damages, forfeitures, liabilities or expenses (including reasonable attorney’s fees, expert witness fees, expenses and costs of settlement) (collectively, “Losses”) or threatened Losses arising out of third party actions relating to, incurred in connection with, or based upon (i) the bad faith, gross negligence or willful misconduct of the Indemnifying Party, or (ii) any breach by the Indemnifying Party of this Order which breach is not cured within 30 days of notice of such breach to the Indemnifying Party (or such longer period during which the Indemnifying Party is working diligently to cure a breach which cannot be reasonably cured in thirty (30) days).
3. Force Majeure Neither Party shall be liable for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including an “act of God”, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, highway authority or other competent authority, compliance with any statutory obligation or executive order, industrial disputes of any kind (whether or not involving either Party’s employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, or any similar act or omission beyond the reasonable control of any Party. Upon the occurrence of a Force Majeure Event and to the extent such occurrence interferes with a Party’s performance of this Order, each Party shall be excused from performance of its obligations during the period of such interference, provided that such Party uses all reasonable commercial efforts to avoid or remove such causes of nonperformance.

1. Association represents and warrants as follows and these are the only warranties with respect to this agreement:
   1. 9.1.1.During the term, the Association, and its employees will perform this Order with reasonable care; 
   2. 9.1.2.Services provided will be performed in a professional, competent and workmanlike manner to commensurate with industry-wide standards;
   3. 9.1.3.If Services fails to comply with the Order specifications, the parties will discuss a resolution using a dispute resolution process.
   4. 9.1.4.Association has the right to enter into and fully perform this Order.

1. Term This Order will begin on the Order date or date of final signature and will remain in effect until one calendar year from date of final signature or until all services are completed, whichever occurs first.
2. Early Termination In the event of default as set forth below, the party not in default shall have the right to terminate this Order without prejudice to any rights or remedies for default which it may have, whether under the provisions of this Order, in law, or in equity, or otherwise, upon the occurrence of a Default.
3. Events of Default The following events shall each constitute an event of default: i) a Party’s failure to perform one or more of its material obligations provided for in this Order; ii) a Party’s inability to pay under this Agreement, iii) Client inability to pay its debts when due, or other insolvency, or assignment for the benefit of its creditors, or the filing of any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or the appointment or suffer the appointment of a receiver or trustee for its business or property, or adjudication as a bankrupt or an insolvent; or iii) breach of the confidentiality provision of this Order as described in section 7 (this event of default is not subject to cure).
4. Notice and Opportunity to Cure Upon the occurrence of an event of default by either party, except for breach of Confidentiality, the aggrieved party shall give written notice of such event of default. The defaulting party shall have thirty (30) days from receipt of such notice to cure the default.

11. The Parties shall comply with all applicable privacy and data protection laws regarding the processing and storage of Personal Data received from the other Party under this Agreement, which may include, without limitation the EU General Data Protection Regulation 2016/679 (EU GDPR), UK GDPR (as defined in the Data Protection Act 2018) and the UK Data Protection Act 2018 and any successor legislation or as may be updated or amended from time to time (collectively, “Data Protection Legislation”). “Personal Data” shall mean any information relating to a living individual which could be used to directly or indirectly identify the individual. Personal Data are considered to be Confidential Information and should be treated as such based on the terms herein. 

1. Unless provided otherwise in Attachment A (referenced below), neither party foresees that this Order will require the provision of Personal Data to the Association by the Client. And as such, the Client shall clearly label and identify any Personal Data it provides to the Association at the time it is delivered to the Association, and the Association shall have the unconditional right to refuse to accept any such Personal Data. It is the responsibility of Client to obtain permission from its users to transfer Personal Data to the Association.
2. If applicable, Attachment A will describe the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect to the processing of Personal Data appliable under this Agreement.
3. Both Parties shall ensure that any person(s) it authorizes to process the Personal Data received from the Client have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4. Where Personal Data provided to the Association by the Client or otherwise processed by the Association in conjunction with this Agreement is subject to the UK GDPR or EU GDPR, the following shall apply:
   1. Association shall not process any Personal Data in connection with the performance of its obligations under this Agreement other than on the written instructions of the Client unless otherwise required by law as specified in the applicable Data Protection Legislation in which case the Association shall (to the extent permitted by law) inform the Client of that legal requirement before the relevant Processing, unless prohibited from notifying Client.
   2. Client is responsible for its compliance obligations under the applicable Data Protection Legislation, including for the processing instructions it gives to the Association.
   3. Client will only transfer Personal Data to Association in accordance with the applicable Data Protection Legislation, including for the processing instructions it gives to Association and, where necessary, in relation to cross-border transfers of Personal Data (“Cross-Border Personal Data Transfers”). To the extent any Personal Data of a User is provided by Client: Client shall be the data controller and Association shall be the data processor with respect to such Personal Data.
   4. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage of the Personal Data, the Association shall ensure that it has in place appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR and EU GDPR.
   5. The Association shall assist the Client in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
   6. 11.4.6. The Association shall, within one month of written notice of Client delete or return all Client Personal Data and copies thereof to Client. The Association may retain Client Personal Data if required by law only to the extent and for such period as required by those laws.
   7. Client agrees that the Association may carry out onward transfers of Personal Data which are Cross-Border Personal Data Transfers as required for the purpose of the performance by the Association of its obligations under this Agreement, provided Client and the Association shall ensure that all such transfers are affected in accordance with applicable Data Protection Legislation and in accordance with this Agreement.
   8. Client provides its prior, general authorization for the Association to appoint third party processors to process Client’s Personal Data, provided the Association:
      1. shall ensure that it will enter into a written agreement with such processors and the terms on which it appoints such processors comply with applicable Data Protection Legislation, and the obligations imposed on the Association in this Section 8 shall be imposed on such processors under such written agreement;
      2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Association where such other processors fail to fulfil their data protection obligations; and
      3. shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes.
5. Client shall be responsible for providing any necessary User notices and obtaining any necessary User consents including notices and consents as may be required under the Data Protection Legislation to provide any Personal Data to Association in connection with its performance of its obligations and exercise of its rights under this Agreement. Association may use Personal Data for the delivery of certificates for completion of certain programs and, where applicable, the award of digital badges and renewal notification which is performed by a third-party vendor. Client provides its prior, general authorization for Association to appoint third party processors to process Client’s Personal Data.
6. Both Parties shall implement appropriate technical and organizational measures to ensure the security of the Personal Data received from the other. In the event of a Breach of Personal Data, Party shall notify the other without undue delay, and where feasible no later than 72 hours after becoming aware of the Breach of Personal Data. “Breach of Personal Data” refers to any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

1. Assignment Neither Party may assign or otherwise transfer all or any portion of its rights or obligations under this Order without prior written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed, except that the Association may assign, novate, sub-contract, transfer or otherwise dispose of any or all of its rights and obligations under this Agreement to any member of the Association Group at any time; and arrange for any other member or members of the Association Group to carry out its obligations pursuant to this Agreement.  “Association Group” is defined to include the Association, AICPA and CIMA, and each of their subsidiaries.
   1. Association - Association of International Certified Professional Accountants, a company incorporated by the Government of the District of Columbia whose address for service is at 1345 Avenue of the Americas, New York, NY 10036-8775.
   2. CIMA Group - the Association and CIMA, and each of their subsidiaries and subsidiary undertakings from time to time and any holding company or parent undertaking of any such entity from time to time (including, for the avoidance of doubt, Association (UK) and any subsidiary, subsidiary undertaking, holding company or parent undertaking of any such entity from time to time). “Holding company” and “subsidiary” have the meanings given in section 1159 Companies Act 2006 and “parent undertaking” and “subsidiary undertaking” have the meanings given in section 1162 Companies Act 2006.
2. Notices All notices, consents, requests, demands and other communications given or made pursuant to this Order, to be effective, shall be in writing and delivered via mail, carrier, or via email.
3. Counterparts This Order may be executed in counterparts, all of which taken together shall constitute one single agreement between the Parties.
4. Change Order A request to add, to delete or modify services with respect to this Order must be initiated in writing by Client or Association. Any change request must also be approved in writing by both Parties.  Additional charges may apply and will be approved in writing.
5. Relationship of Parties The Parties are independent contractors, bound to each other only as provided for herein, and nothing in this Order creates a relationship of partnership, employer and employee, principal and agent, master and servant, or franchisor and franchisee. Neither Party has the authority to bind, act on behalf of or represent the other.
6. Severability and Modification In the event that any provision of this Order conflicts with the law under which this Order are to be construed or if any such provision is held invalid by an arbitrator or a court with jurisdiction over the Parties, such provision shall be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of this Order shall remain in full force and effect.
7. Waiver of Default No waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, waiver, or discharge is sought to be enforced. A delay or omission by either Party hereto to exercise any right or power under this Order shall not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant.
8. Governing Law This Order and performance under them shall be governed by and construed in accordance with the laws of the state of New York, USA, without regard to its choice of law principles.
9. Survival The provisions of this Order which by their sense and context are reasonably intended to survive the completion, expiration or termination of this Order shall so survive.
10. 12.10.Entire Agreement This Order constitutes the entire agreement between the Parties with respect to the subject matter in this Order, and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained herein. This Order may be modified only by a written instrument executed by both parties. Except as expressly and specifically provided in this Order, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Order.

Service Availability Association is not responsible for downtime and/or inability to access provided services due to lack of connectivity or other issues with Client’s network, LMS (learning management system) or infrastructure.  In the event the Association’s infrastructure prevents Client’s access, Party will make all efforts to resolve issues as quickly as possible.  Short term inability to access provided services due to Association system problems does not constitute a violation of this agreement.  If Client access cannot be restored in a timely fashion, the Association will seek to resolve the matter to Client satisfaction.

Updated 10/2023