Standard Sales and Service Terms and Conditions
AACSB International – The Association to Advance Collegiate Schools of Business, Inc. Standard Sales and Service Terms and Conditions These AACSB Standard Sales and Service Terms and Conditions (“Terms”) apply to the sale or use of products or equipment (which may include software) (collectively referred to as “Product” or “Products”) and/or the provision of services (“Service” or “Services”) between AACSB International – The Association to Advance Collegiate Schools of Business, Inc. (together with its affiliates, “AACSB”) and Customer (each, a “Party” and together, the “Parties”). “Customer” means any person, firm or company receiving a quotation or placing an order for any Products or Services. By using or receiving the Products or Services, Customer agrees to these Terms, as amended from time to time. Furthermore, when Customer orders Products or Services and at various other places on the AACSB website, Customer may specifically acknowledge agreement with the most current version of these Terms. The failure to include a specific acknowledgment at any point on the AACSB website shall not be construed to diminish the applicability or effectiveness of these Terms. The Parties, intending to be legally bound, agree as follows:
1. Agreement. These Terms, along with the AACSB invoice(s) incorporating these Terms (“AACSB Invoice”), AACSB purchase documents, service documents and any other documents executed by the Parties related hereto, constitute the complete and entire agreement between AACSB and Customer with respect to the Products (including Equipment (as applicable and as defined below) and Services (collectively referred to herein as the “Agreement”). The Agreement constitutes the entire agreement between the Parties relating to the subject matter covered and supersedes and replaces all other quotations, agreements, understandings, proposals, warranties and representations (whether written or oral) between the Parties with respect to such matters, including without limitation any representation, undertaking or promise given or be implied from any oral or written communications prior to entering into the Agreement. Any Customer documentation (including Customer’s purchase order, terms and conditions or order acknowledgement) that conflicts with or attempts to modify the Agreement in any way is hereby rejected and of no effect unless specifically agreed to in writing and signed by the Parties. Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into the Agreement (unless such untrue statement was made fraudulently or was as to a fundamental matter including as to a matter fundamental to the other Party’s ability to perform its obligations under the Agreement) and that Party’s only remedy shall be for breach of contract as provided in the Agreement.
2. Customer Responsibility. In no event shall AACSB be liable for the manner in which the Customer operates its own business or have any obligation for or assume any duty to the Customer’s clients or any other third parties. AACSB and the Customer are independent parties, and nothing set forth in this Agreement creates a joint venture, partnership, or other concerted activity.
3. AACSB Invoice. An AACSB Invoice does not itself constitute an offer from AACSB. AACSB may withdraw or revise any AACSB Invoice at any time prior to payment by Customer. No AACSB Invoice may be cancelled or varied by Customer except with the written agreement of AACSB and Customer shall indemnify, defend and hold AACSB harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) incurred by AACSB as a result of such cancellation or variation.
4. Changes. AACSB reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms periodically for changes. Customer’s continued use or receipt of the Products or Services after the posting of changes to these Terms will mean Customer agrees to abide by those changes. Any amendment to these Terms by Customer must be agreed to by AACSB in writing. AACSB also reserves the right to make any changes in the specifications of Products or Services which are required to conform with any safety and/or legal requirement.
5. Prices. Prices, fees and charges for Products and Services do not include any value added tax or any other applicable taxes or duty charges and Customer is responsible for all such applicable taxes or duty charges. The price payable for the Products and/or Services is as set out in the relevant AACSB Invoice, AACSB purchase documents, service documents and/or other documents executed by the Parties. Unless price protection is explicitly agreed to by AACSB in writing (and such price protection shall only apply to the specific Products or Services explicitly listed as subject to such price protection), AACSB reserves the right to modify prices on thirty (30) days’ written notice to Customer.
6. Payment. For the provision of Services, AACSB shall be entitled to invoice Customer for the price of any Service on or at any time after commencement of the relevant Service, unless otherwise stated in the relevant Service document or unless otherwise agreed to in writing by AACSB. Unless otherwise agreed to in writing by AACSB, Customer shall pay all AACSB Invoices within thirty (30) days from the invoice due date. All amounts due from Customer hereunder shall be paid in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. Customer shall pay any AACSB Invoice for an event prior to attendance of such event, and failure to do so may result in inability to attend the event or removal from any event related Products or Services. If Customer fails to make payment of any AACSB Invoice when due, without prejudice to any other right or remedy available to AACSB, AACSB shall be entitled to (i) charge a late fee set forth in the AACSB Invoice, (ii) suspend performance under the Agreement until payment is made in full or (iii) terminate the Agreement immediately by written notice. AACSB shall not be obligated to deliver any Product or perform any Service during any period when any Customer payment is overdue. Customer shall be responsible for all costs (including collection costs and reasonable legal expenses) incurred by AACSB to collect overdue payments and/or to take possession or otherwise dispose of Products for which payment is overdue.
7. Force Majeure. In the event that AACSB is prevented from or delayed in performing its obligations under the Agreement due to an event beyond its reasonable control (“force majeure”), including, but not limited to, civil insurrection, terrorism, fire, flood, labor disputes, shortages, natural disasters, epidemic/pandemic, delays of suppliers or contractors, or government priority systems, actions taken or threatened by any governmental agencies, acts of God or other contingencies or acts not within the sole control of AACSB, AACSB shall not be liable for any delay in performing or failure to perform its obligations under the Agreement, for the duration of the period of the force majeure event. Without limitation to the foregoing, AACSB reserves the right during any period where, as a result of a force majeure event, it has insufficient stocks or service capabilities to meet all its customer commitments to (a) make Products or Services available to Customer (as it sees fit) without any liability to Customer, and (b) to make substitutions and modifications in the specification of any Products or Services, provided such substitutions or modifications do not materially affect the performance of the applicable Products or Services.
8. Samples and data. Customer acknowledges and agrees that AACSB reserves the right without further payment of any kind and in perpetuity, to compile, retain and use compile, statistical, aggregated, anonymized and/or or de-identified Product/Service data and results (including any study) for AACSB’s business use (including for internal improvement purposes)
9. Limitation of Liability. IN NO EVENT SHALL AACSB BE LIABLE FOR ANY OF THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE): LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OR DAMAGE TO OR CORRUPTION OF DATA; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS OF THE TYPE SPECIFIED IN THIS CLAUSE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. AACSB’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED THE FEES PAID TO AACSB BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE LIABILTY IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
10. Governmental Authorizations. Customer is responsible for compliance with and costs associated with all required licenses, certificates, permits, or other governmental authorizations, needed for Customer to use the Product(s) and/or Services, and any export or import license, exchange permit, or the like required to deliver any Product(s) to Customer’s location (“Licenses”) even if applied for by AACSB on Customer’s behalf. AACSB will not be liable to Customer in the event that any authorization is delayed, denied, revoked, restricted or not renewed, and Customer will not be relieved of its obligations under the Agreement. Customer represents and agrees that it will handle all technical data related to the Licenses so that it conforms to and complies with all applicable laws, including U.S. export licensing laws and the U.S. Foreign Corrupt Practices Act.
11. Disclaimer of Warranties. THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH CUSTOMER. AACSB SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, ACCURACY OR TITLE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE PRODUCTS AND SERVICES OR AGAINST INFRINGEMENT. AACSB also does not guarantee uninterrupted or secure access to the Products and Services, that defects will be corrected, or that the Products or the any servers that make the Products available are free of viruses or other harmful components..
12. Software License. The term “Software” includes all AACSB (and third-party) computer software, firmware and associated documentation, whether in printed or machine-readable form which, as the case may be, are supplied under the Agreement by AACSB for use in connection with specified equipment (“Equipment”) or Services. To the extent the Product includes Software, Customer is granted a non-exclusive, non-transferable, royalty-free license to use such Software solely on the Equipment on which it is first installed or as designated in the Agreement, in connection with the use of the Equipment in the normal course of Customer’s business and solely as permitted by the operator’s manual/instructions for use, and for no other purpose or business. For the avoidance of doubt, no license is provided under the Agreement to use Software for multi-site quality control or data review purposes and no license is provided to any source code. Software shall remain the sole property of AACSB and its licensor(s). Software is agreed to contain and shall be treated as AACSB’s confidential information. Customer (i) shall maintain all copyright, proprietary, and other notices on the Software and (ii) shall not modify, adapt, translate, de-compile, disassemble, or reverse engineer the Software, or attempt to derive the source code for the Software, or authorize a third party to do any of the foregoing. Certain information required for interoperability of the Software with independently created programs will be available from AACSB on request and on payment of AACSB’s reasonable costs and expenses for procuring and supplying such information. From time to time, AACSB may, at its option, develop and provide new versions or updates for the Software. If applicable, Customer agrees to allow AACSB access to the Equipment in order to implement any new versions or updates to the Software. If Customer transfers Equipment to a third-party, Customer may assign the right to use Software on the Equipment, provided that the third-party agrees in writing with AACSB to be bound by these Terms and to permit AACSB to enforce the provisions of these Terms. Customer has no other right to use, sell, assign, transfer, copy, or sublicense the Software. As identified in the applicable software product specifications, some third-party software vendors (including Microsoft Corporation) provide different warranties and require different or additional terms applicable to software which they supply; Customer acknowledges that such warranties and terms apply to such third-party software and Customer agrees to abide by such warranties and terms with respect to such third-party software.
13. AACSB Confidential Information. Customer agrees to hold in strict confidence the terms of the Agreement and all information provided to Customer by AACSB in connection with this Agreement, including, without limitation, financial information and information relating to AACSB pricing, except to the extent that such information is or becomes public knowledge (other than by breach of this clause) or disclosure is required by applicable law. The terms and conditions of the Agreement will not be disclosed to any third-party without the prior written consent of the AACSB, except Customer may disclose the terms and conditions of the Agreement to its employees, professional advisers, agents or independent contractors that require the knowledge of the terms and conditions of the Agreement, so long as such individuals are subject to applicable non-disclosure agreements.
14. Privacy Policy; Data Protection; HIPAA Compliance. By agreeing to these Terms, Customer also agrees to AACSB’s Privacy Policy which is linked on the AACSB website and incorporated herein by reference. Like these Terms, the Privacy Policy is subject to change from time to time. Customer’s continued use or receipt of the Products or Services constitutes Customer’s acceptance to any changes to the Privacy Policy. Both parties will comply with all applicable requirements of applicable data protection legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under data protection legislation. In order and as part of providing the Products and Services, AACSB may process personal data of Customer, Customer’s employees, shareholders, directors, agents or other person(s) acting on behalf or on the request of the Customer (“Customers’ Personal Data”). Customer will ensure it has all the necessary appropriate consents and/or notices in order to enable the lawful transfer of Customers’ Personal Data to AACSB. To the extent HIPAA (as defined below) applies, both Parties shall comply with the applicable provisions of the privacy regulations within the Health Insurance Portability and Accountability Act of 1996, as enacted in 45 C.F.R. parts 160, 162, and 164 and as codified at 42 U.S.C. § 1320d, as amended from time to time (“HIPAA”). AACSB agrees that if it directly or indirectly gains access to Protected Health Information (“PHI”) during any interaction with Customer it shall keep the PHI confidential in accordance with applicable law.
15. Compliance with Laws; Federal and State Reporting/Disclosure Laws. AACSB and Customer agree to comply with all applicable laws, regulatory requirements and regulations in connection with their respective rights and obligations under the Agreement. Customer acknowledges and agrees that federal and state reporting laws, including, but not limited to, the Federal Physician Payments Sunshine Act, may require AACSB to disclose certain aspects of this arrangement.
16. Anti-Bribery. Neither Customer nor any officer, director, employee, direct or indirect beneficial owner or shareholder, or any other party acting on behalf of Customer will, directly or indirectly, pay, offer, promise to pay or authorize the payment of, any monies or financial or other advantage in violation of Anti-Corruption Laws (defined below). Further, neither Customer nor Customer personnel has taken or will take, directly or indirectly, any action that would cause AACSB or AACSB's officers, directors, employees and/or affiliates to be in violation of Anti-Corruption Laws. AACSB may terminate the Agreement immediately upon written notice to Customer where AACSB determines in good faith that Customer has breached this clause, and Customer shall indemnify, defend and hold AACSB harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) arising from any breach of this clause. “Anti-Corruption Laws” means any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, as amended from time to time, including, without limitation, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
17. Fraud and Abuse. AACSB hereby certifies that it is not currently a listed vendor in the: (a) Federal General Services Administration’s “List of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Presidential Executive Orders 12549 and 12689 “Debarment and Suspension;”; and (b) Office of the Inspector General of the Department of Health and Human Services’ “List of Excluded Individuals/Entities.” Any discounted pricing terms offered under this Agreement may be a “discount or other reduction in price” under the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b). Customer shall take all actions necessary to comply with the Anti-Kickback Statute discount safe harbor regulations, 42 C.F.R. § 1001.952(h), including, but not limited to (i) maintaining accurate records reflecting the pricing terms of Products and Services purchased under the Agreement; (ii) fully and accurately reporting any discount received under the Agreement, if applicable; and (iii) making available information provided to Customer by AACSB concerning cost reports and other filings with the government, including but not limited to, the Secretary of the U.S. Department of Health and Human Services or other state agencies.
18. Default. In addition to any events of default specified elsewhere in the Agreement, the occurrence of any of the following events constitutes a default (“Default”) by Customer: (a) non-payment when due of any amount payable by Customer in accordance with this Agreement; or (b) breach of any provision of this Agreement by Customer. In the event of Default by Customer hereunder, all indebtedness of Customer may, at the option of AACSB and without demand or notice of any kind, immediately become due and payable, and in addition to all other remedies, AACSB may (i) require Customer to return any AACSB-owned Equipment and/or (ii) immediately terminate this Agreement. Without prejudice to any other right or remedy available to AACSB, AACSB is entitled to recover from the Customer any and all expenses and damages that AASCB sustains by reason of Default including, but not limited to, reasonable attorneys’ fees, all expenses of repossession, removal, storage and disposition of the AACSB-owned Equipment. The remedies and rights specified herein are cumulative and not exclusive. The exercise or the non-exercise of any right or remedy by AASCB does not limit or prejudice AACSB as to that right or remedy or as to any other rights or remedies provided by applicable law.
19. Insolvency of Customer. Without prejudice to any other right or remedy available to AACSB, AACSB shall be entitled to suspend further deliveries of Products or Services, immediately terminate the Agreement and, if any Products or Services have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if: (i) Customer becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction); (ii) Customer ceases, or threatens to cease, to carry on business; or (iii) AACSB reasonably determines that any of the events mentioned above are about to occur in relation to Customer or any other matter which in the opinion of AACSB may prejudice its rights against Customer hereunder.
20. Waiver and Severability. If Customer fails to perform its obligations under the Agreement, such non-performance shall not affect AACSB’s right to enforce performance at any time. Waiver of any remedy or material breach of any subject matter contained in the Agreement shall not be viewed as a waiver unless agreed to by AACSB in writing. Each provision of the Agreement is separate and independent of one another, and if a provision (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal the other provisions (or parts of a provision) will remain in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, such provision will apply with whatever modification is necessary so as to give effect to the commercial intention of the Parties.
21. Assignment. Customer shall not assign, novate, delegate, sub-license, sub-contract or transfer this Agreement or any of its rights or obligations under the Agreement, including by operation of law, without the prior written consent of AACSB. Any assignment, novation, delegation, sub-licensing, sub-contracting or transfer by Customer in violation of this clause shall be void. AACSB may assign, novate, delegate, sub-license, sub-contract or transfer this Agreement or all or any of its rights or obligations under the Agreement without Customer’s consent.
22. Notices. Any required notices will be given in writing, in the English language.
23. Governing Law and Jurisdiction; Survival; Miscellaneous. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the internal substantive laws of the State of Florida, United States of America. For any legal action arising from or related to this Agreement, the parties hereby consent and submit solely to jurisdiction and venue of the courts located in Florida and agree that such courts shall be the sole courts utilized and hereby waive any jurisdictional or venue objections to such courts. However, AACSB will have the option, in its discretion, to refer or cause the removal of the dispute to the jurisdiction of the courts located in any place where Products were delivered, where Services were provided, or where the Customer has a place of business or has a registered address. The terms of this Agreement to the extent necessary to carry out the intentions of the Parties underlying their respective rights and obligations shall survive any termination of this Agreement. Headings are for reference purposes only.
24. Equal Employment Opportunity Policy. AACSB is an equal opportunity employer and federal contractor or subcontractor. Consequently, the Parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The Parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
25. Contact. If Customer has any problems or questions regarding these Terms, please contact AACSB by email at [email protected]
BY USING OR RECEIVING THE PRODUCTS OR SERVICES AND/OR SPECIFICALLY ACKNOWLEDGING ACCEPTANCE OF THESE TERMS, CUSTOMER ACCEPTS AND AGREES TO THESE TERMS.
Last Updated: January 16, 2025