General Terms and Conditions

CL Consortium Limited (trading as the Charity Learning Consortium)

Last updated: 17th September 2025

  1. Definitions
  • “We”, “Us” or “the Consortium” means CL Consortium Limited (company number 06202624), trading as the Charity Learning Consortium.
  • “You” or “Member” means the organisation purchasing the Subscription, one-off orders or services, not the individual who signs the Order Form on its behalf.
  • “Subscription” means access to services and benefits as specified in your Order Form, as described on our website and in the Subscription materials.
  • “One-off Order” means a purchase of specific services or resources agreed on a single-transaction basis, delivered for a fixed period or single instance only, which does not renew automatically.
  • “Agreement” means these Terms and Conditions.
  • “Order Form” means the document which sets out the parties’ details,  specific order details, the Price, the Subscription Period, the number of permitted and authorised users.
  • “Contract” means the legally binding agreement formed between the Consortium and the Member, when an Order Form or application is signed and accepted in accordance with these Terms and Conditions.
  • “Materials” means the content specified within your Order Form, or on the CL Consortium website.
  • “Renewal” means the continuation of the Subscription for a further 12-month period following the expiry of the initial Subscription term (or any subsequent term), subject to payment of the applicable fees.
  • “Data Protection Legislation” means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
  • “Data Processor” means We, Us or the Consortium (CL Consortium Limited trading as the Charity Learning Consortium).
  • “Data Controller” means You (the organisation purchasing the Subscription).
  1. Subscription Period

    2.1 The Subscription runs for the period stated in the Order Form (which may be our minimum term of one year, or several years as agreed).
    2.2 When that period ends, the Subscription will automatically renew for 12 months at a time, unless either party provides cancellation notice in writing at least 30 days before the renewal date.
    2.3 A renewal invoice will be sent automatically in the month before the Subscription ends, unless either party cancels in writing at least 30 days before the renewal date.
    2.4 One-off orders or services (where expressly agreed) are provided for a fixed period or single delivery only, and do not renew automatically.

  1. Fees

    3.1 We will always endeavour to obtain a Purchase Order number before issuing an initial invoice. Where this is not possible, or we are requested by you not to do so, we will try to quote a contact name to indicate your ordering person.
    3.2 Invoices are payable in full 14 days from the invoice date, by bank transfer or BACS transfer of monies, unless otherwise agreed
    3.3. Interest on overdue amounts will be payable from the date payment becomes due until the date of payment at a rate of 8% above Bank of England base rate.
    3.4 Subscription fees are due annually in advance unless otherwise agreed.
    3.5 We may increase the Subscription fees once per year at the time of renewal. Increases may be (a) in line with the rate of inflation, or (b) higher, provided we give you at least 60 days’ written notice before the renewal date.
    3.6 All fees exclude VAT unless otherwise stated.
    3.7 In the event that any invoice remains unpaid beyond the agreed payment terms, CL Consortium Limited reserves the right to engage a debt collection agency to recover the outstanding balance, and the customer shall be liable for all associated costs, fees, and interest incurred in the recovery process.

  1. Provision of Service

    4.1 We will provide the Subscription services and resources as described in your Order Form or agreed in writing.
    4.2 We may update, improve, or vary Subscription products and services from time to time to ensure quality and relevance.
    4.3 Only your employees and other authorised individuals as specified within the Order Form may use the Material. The number specified is the total number of users who may have access to the Material in any form. If the number of users exceeds the number specified in the Order Form, you may be subject to additional fees. Individual users may print the Materials for their personal use, but no one may print the Materials in bulk.
    4.4 The use of the Material as a training aid to other parties, for the purpose of monetary gain, or any action to rent, lease, sublicense, timeshare, broadcast, publicly display, perform, lend, donate, transfer or otherwise distribute the Material is not allowed without our prior written agreement.
    4.5 We act as the support company for the purpose of concluding the Subscription and providing the Services.

  1. Warranties

5.1 We warrant that we will provide services with reasonable skill and care.
5.2 Except as expressly stated, all other warranties (express or implied) are excluded to the fullest extent permitted by law.

  1. Intellectual Property

6.1 All intellectual property rights in materials provided remain ours or our licensors’.
6.2 You are granted a non-exclusive, non-transferable licence to use materials for the agreed organisational purposes only.
6.3 You must not copy, distribute, or resell materials without our written permission.
6.4 This Subscription does not convey any rights to our trademarks or to our content except for access as outlined within this Agreement and your Order Form.
6.5 You may not decompile, reverse-engineer or otherwise disassemble the Materials. You may not create translations or other derivative works. You may create links from the Materials, but otherwise you may not modify or customise the Materials except with our permission and assistance.
6.6 You and your licensors (if any) shall retain all title and ownership to any of your content uploaded to the Service/Material and all copyrights, patents, trade secrets, trademarks and other applicable intellectual property rights in such content. This includes, without limitation, images, video, audio, music, photographs, text, graphics and animations.

  1. Use of Service

    7.1 You agree to use the service lawfully and not:
  • In any way that breaches applicable laws or regulations;
  • To transmit or upload malicious code;
  • To infringe our intellectual property rights or those of third parties.

7.2 You are responsible for ensuring that users within your organisation comply with these terms.

  1. Termination

8.1 Should you wish to terminate at the end of your contract period, we must receive written notice at least 30 days’ prior to your renewal date. If termination notice is not received within 30 days the Subscription will automatically renew for a further 12 month period, in line with Clause 2.
8.2 We may suspend or terminate access immediately if you:

  • Breach these terms materially and fail to remedy within 14 days of notice;
  • Fail to pay fees when due.

8.3 Termination does not affect accrued rights.
8.4 On termination, your licence to use the Subscription materials ends immediately.

  1. Limitation of Liability

9.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
9.2 We are not liable for:

  • Loss of profits, revenue, or anticipated savings;
  • Indirect or consequential losses;
  • Any guarantee that the materials will meet your specific needs or produce any particular result.

9.3 In order to access the online Material, you will need to log on to the internet using computer equipment of a suitable specification to view presentation Material including video and audio. You must ensure that all such equipment is suited to this purpose. We cannot be held liable for any inadequacy or failure of this equipment. You must also have an arrangement with an ISP (Internet Service Provider). This is your responsibility and we have no part in this arrangement. Where equipment is used for access to offline Material, this equipment must be suited to the purpose. We will be available to advise on the suitability and specifications of such equipment.
9.4 Our total liability under this Agreement is limited to the Subscription fee paid in the 12 months before the event giving rise to the claim.

  1. Assignment

10.1 You may not assign or transfer your rights or obligations without our written consent.
10.2 We may assign this Agreement as part of a merger or business transfer provided that the assignee agrees to be bound by these terms.

  1. Force Majeure

11.1 Neither party is liable for delays or failures caused by events outside their reasonable control, including acts of God, war, terrorism, strikes, epidemics/pandemics, or failures of third-party suppliers.

  1. Governing Law and Jurisdiction

12.1 This Agreement is governed by the laws of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

  1. Confidentiality

13.1 Both parties agree not to share any confidential information about the other party’s business, customers, employees, clients, or suppliers, except as allowed in clause 13.2.
13.2 A party may share the other party’s confidential information only:
 a) with its employees, officers, advisers, or representatives who need the information to carry out rights or obligations under this Agreement (and must ensure those people also keep it confidential); or
 b) if required by law, a court, or a government/regulatory authority.
13.3 Neither party may use the other party’s confidential information for any purpose other than fulfilling its rights and obligations under this Agreement.

  1. Data Processing Policy

14.1 Both parties agree to comply with applicable Data Protection Legislation.
14.2 We will process any personal data provided in accordance with Data Protection Legislation, our Data Processing Policy, and our Privacy Notice.
14.3 If either party acts as a data processor on the other’s behalf, they will:

  • Process personal data only on documented instructions;
  • Ensure appropriate security measures;
  • Assist with data subject rights and legal compliance;
  • Notify promptly of any data breach;
  • Return or delete personal data at the end of the processing relationship unless required by law to retain it.

14.4 We process personal data on behalf of customers when they license and use our LMS. We act as a data processor, with customers as data controllers, under:

  • UK General Data Protection Regulation (UK GDPR)
  • Data Protection Act 2018
  • Privacy and Electronic Communications Regulations (PECR)
  • Data (Use and Access) Act 2025 (DUAA) if and when in force

14.5 Lawful Basis and Purpose:

We process data under lawful bases such as:

  • Contractual necessity – to deliver LMS services.
  • Consent for PECR-controlled electronic communications (e.g., email updates).

14.6 Categories of Data Processed:

  • User information: names, email addresses, organisational roles.
  • Usage logs: course progress, completion records, quiz results.
  • Support communications: support tickets, feedback, optional profile data.

14.7 Data Handling and Storage:

  • Stored securely in UK/EU-located hosting, protecting data via encryption at rest and in transit.
  • Access is limited to authorised staff and sub‑processors under NDA.
  • Retention is per customer agreement: default retention is no longer than 3 months after termination / 12 months of no response, unless otherwise requested.

14.8 Third‑Party Access & International Transfers:

  • We do not disclose data except to sub-processors engaged under contract.
  • If data is transferred outside the UK/EU, we rely on adequacy, standard contractual clauses, or approvals under DUAA if and when in force, which relaxes adequacy thresholds to “not materially lower” standards.

14.9 Data Subject Rights:

  • We support customers in fulfilling DSARs (e.g., data access, rectification).
  • We apply a “reasonable and proportionate” search standard and can pause the response clock when verifying identity or clarifying scope.
  • Subject rights such as erasure, portability, and objection are upheld, with processes tailored to LMS-hosted customer data.

14.10 Cookies & Electronic Communications:

  • LMS cookies follow PECR rules; consent is obtained for non‑essential cookies.
  • We clarify PECR exceptions and consent mechanisms.
  • Marketing or service emails are sent based on explicit consent, with unsubscribe options.

14.11 Automated Decision‑Making:

  • LMS does not make automated decisions based on personal data.
  • DUAA, if and when in force, has relaxed ADM restrictions for non‑special-category data, but we apply caution and document any algorithmic profiling.

14.12 Security Measures:

We implement technical and organisational safeguards aligned with UK GDPR, including:

  • Encryption, pseudonymisation
  • Access controls, audit logs
  • Regular security testing
  • Data processing impact assessments for high‑risk activities (e.g., new features)

14.13 Data Breach Response:

In case of a breach impacting customer data we will:

  • Contain and evaluate incident severity
  • Notify affected charities and the Information Commissioner within 72 hours if required
  • Issue external communications transparently to affected individuals and regulators
  • Conduct a post‑incident review and document improvements

14.14 Data Retention, Transfer, and Company Closure:

  • On contract termination (as set out in Clause 8 of our Terms and Conditions), data is deleted or returned per customer preference (default: secure deletion within 90 days).
    If CL Consortium Limited is sold or winds up, all customer-controlled data will either be transferred under confidentiality terms to:
    • the new owner (if customer consents), or
    • returned to the customer, or
    • securely deleted if no instruction is received within 60 days.

14.15 Sub‑processors:

  • We maintain an updated list of sub‑processors available on request.
  • Their contracts include commitments to UK GDPR, DUAA if and when in force, PECR, security standards, and data breach obligations.

14.16 Governance & Accountability:

  • We maintain records of processing under UK GDPR, as required by DPA 2018.
  • We conduct regular internal audits to ensure compliance with evolving DUAA and PECR rules.
  • We provide support and guidance to customers exercising data rights.
  • We are committed to complying with the UK GDPR and the Data Protection Act 2018. For further details about how we use personal data, please also see our Privacy Notice.
  1. General

    15.1 We reserve the right to change these terms and conditions at any time. Any such changes will take effect when posted on the website (charitylearning.org) and it is your responsibility to read the terms and conditions on each occasion you purchase or renew the Subscription. Your continued use of the Subscription services and materials shall signify your acceptance to be bound by the latest terms and conditions.
    15.2 We undertake to comply with all applicable law throughout the term of this Agreement including compliance with the Bribery Act 2010, the Modern Slavery Act 2015, and UK GDPR + Data Protection Act 2018, PECR, and including any successor or supplementary legislation such as the Data Use and Access Act 2025 (DUAA) if and when in force.
    15.3 No relaxation or indulgence by either party extended to the other shall affect that party’s rights under this Agreement.
    15.4 If any provision of this Agreement is held by any court or body of competent jurisdiction to be unenforceable, such unenforceability will not affect the remaining provisions of these terms and conditions which shall remain in full force and effect.
    15.5 Each party will notify the other immediately in writing of any change in the address specified in the Order Form. Any notices required to be served under this Agreement will be deemed properly served if sent by way of email, or/and by prepaid post to the last known address.
    15.6 You are responsible for making sure users of the Materials are aware of any of the restrictions on the Subscription period or circumstances of use resulting from any health and safety guidelines or legislation.
    15.7 Security and Support – You will take reasonable steps to see that only authorised users have access to the Materials and you will notify us if you become aware of a security breach affecting our Materials and/or Service. During our normal business hours, we will provide technical support for the life of this license to your designated primary contacts. We do not provide end-user support.
    15.8 If we issue a point release or fix a bug in the Materials and/or Service, you will receive it at no additional charge.
    15.9 We may, without your prior written consent, advertise or publicly announce that we are providing services to you.