Terms and Conditions

CL Consortium Limited: General Terms and Conditions

1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation apply to this Agreement:
“Agreement” means these Terms and Conditions and the Order Form which you have signed.
“CL Consortium Ltd” means the limited company, whose registered office is: Unit 3 Ambrose House, Meteor Court,
Barnett Way, Barnwood, Gloucester GL4 3GG (trading as the Clear Lessons and the Charity Learning Consortium).
The administrative address for correspondence of the CL Consortium Ltd is Vine House, Selsley Road, North
Woodchester, Stroud, Gloucestershire, GL5 5NN. “we” “us” or “our” refers to CL Consortium Ltd.
“Data Protection legislation” means unless and until GDPR is no longer directly applicable in the UK, the GDPR
and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time,
in the UK and then any successor legislation to the GDPR or Data Protection Act 1998.
“GDPR” means General Data Protection Regulation (EU2016/679).
“Price” means the price of th
● Updates for CLC Moodle LMS as and when available
● Comprehensive Set Up Procedure; Personalised URL, Personalised Login Page, Batch Upload of
initial User Data
● LMS Personalisation (Logo, System Name & Welcome Message)
● Attendance at the quarterly member meetings
● Access to the CLC Online Network
● Access to Member Resources
● If a single user’s site uses more than 30% than total platform resources, we reserve the right to
discuss the migration of your organisation to your own server.
3.2 Small Charity Subscription:
Hosted License Pricing Includes:
● Annual Subscription
● Access to 90 eLearning Courses (as per “Small Charity Membership Flyer”)
● Access via shared Generic Moodle Platform with administration rights to upload, amend and report on
users
● Attendance to 1 CLC Member Event per year
● Monthly Web Based System Support and Q&A Sessions
● Access to Administration Guides, Video Tutorials and supporting documentation
● Access to online CLC Community network & shared Member Resources
● There will be minimal support available however any technical issues/bugs/fixes will be included and
dealt with accordingly.
3.3 Upon receipt of your signed Order Form and completed set up documents, our timescales for
implementation are approximately 8-12 weeks (dependent upon external factors).
3.4 We will extend your license to give a full 12 months from the date of site handover. Any offline Material
and/or equipment will be delivered after receipt of payment.
3.5 Third Party Courseware
Upon receipt of your signed change request Order Form, we will either upload the third party courseware to your
Moodle platform or we will arrange for the courseware to be sent to you to upload yourself.
Only your employees and other authorised individuals as specified within the Order Form may use the Material. The
number specified is the total number who may have access to the Material in any form, whether
online, in print, or in facilitated sessions. If the number of users as reported in your usage reports
to us exceeds the number specified in the Order Form, you will be subject to additional fees.
Individual users may print the Materials for their personal use, but no one may print the Materials
in bulk.
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. SUBSCRIPTION PERIOD
4.1 The Subscription shall be for the Subscription Period set out in the Order Form which, unless either party
terminates this Agreement in accordance with clause 10, will automatically renew for a 12 month period on
each anniversary of the last day of the Subscription Period.
4.2 A renewal invoice will be automatically issued 1 month before the end of the Subscription Period unless
otherwise agreed between us or you have served written notice on us to terminate at least 30 days prior to
the end of the Subscription Period or any renewal period thereof.
5. SERVICES
5.1 By accepting the terms set out in this Agreement, you are also entering into a Subscription with us and we
reserve the right to change the Material from time to time, but will give you at least 28 days written notice of
any major change to the core content of the Material. Topical items will, of course, change regularly in line
with current affairs.
5.2 We act as the support company for the purpose of concluding the Subscription and providing the Services.
6. LIMITATION OF LIABILITY
6.1 Nothing in this Agreement excludes the either party’s liability: (a) for death or personal injury caused by that
party’s negligence; or (b) for fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1 and 6.5 and except in relation to the matters set out in clauses 6.3, 8 and 9, our
liability to you for direct losses arising out of our negligence, breach of contract, or any other cause of
action arising out of or in connection with this Agreement shall be limited to the price payable in the 12
month period prior to the date the claim arises.
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6.3 We guarantee that our Materials do not infringe the rights of any person nor pose any danger to your
systems or equipment, and that the content is as accurate, complete and useful as we can make it.
6.4 Subject to clause 6.1 and 6.6, your liability to us for direct losses arising out of our negligence, breach of
contract, or any other cause of action arising out of or in connection with this Agreement shall be limited to
the Price payable in the 12 month period prior to the date the claim arises.
6.5 We cannot guarantee that the Materials will meet your specific needs or will bring about any particular
result. If the Materials do not work properly, our liability is limited to refunding the Price.
6.6 Subject to clause 6.1, neither party shall be liable for any indirect or consequential loss or damage
whatsoever (including without limitation any loss of profits, loss of revenue, loss of opportunity) which you
may suffer arising out of or in connection with the Subscription and/or this Agreement.
7. INTELLECTUAL PROPERTY
7.1 Ownership – CL Consortium Ltd, its suppliers, licensors, or vendors retain all title and ownership to the
Materials and all copyrights, patents, trade secrets, trademarks and other applicable intellectual property
rights in the CLC Materials. This includes without limitation, images, video, audio, music, photographs, text,
graphics and animations.
7.2 Intellectual Property – This subscription does not convey any rights to our trademarks, or to our content
except for access as set forth here. 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 to your own intranet, but otherwise you may not modify or customise the Materials except with
our permission and assistance.
7.3 You and your licensors (if any) shall retain all title and ownership to any 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.
8. DATA PROTECTION AND DATA PROCESSING
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is
in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection
Legislation.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data
controller and CL Consortium is the data processor (where Data Controller and Data Processor have the
meanings as defined in the Data Protection Legislation).
8.3 Without prejudice to the generality of Clause 8.1, the Customer will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the
Data Protection Legislation) to CL Consortium for the duration and purposes of the Contract.
8.4 Without prejudice to the generality of Clause 8.1, CL Consortium shall, in relation to any Personal Data
processed in connection with the performance by CL Consortium of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Customer unless CL Consortium is
required by the laws of any member of the European Union or by the laws of the European Union
applicable to CL Consortium to process Personal Data (Applicable Data Processing Laws). Where CL
Consortium is relying on laws of a member of the European Union or European Union law as the basis for
processing Personal Data, CL Consortium shall promptly notify the Customer of this before performing the
processing required by the Applicable Data Processing Laws unless those Applicable Data Processing
Laws prohibit CL Consortium from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the
Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental
loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the
unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to
be protected, having regard to the state of technological development and the cost of implementing any
measures (those measures may include, where appropriate, pseudonymising and encrypting Personal
Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that
availability of and access to Personal Data can be restored in a timely manner after an incident, and
regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted
by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal
Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the
Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or CL Consortium has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal
remedies;
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(iii) CL Consortium complies with its obligations under the Data Protection Legislation by providing an adequate level
of protection to any Personal Data that is transferred; and
(iv) CL Consortium complies with reasonable instructions notified to it in advance in writing by the Customer with
respect to the processing of the Personal Data.
(e) assist the Customer, at the Customer’s cost, 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;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on
termination of the agreement unless required by Applicable Data Processing Law to store the Personal
Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 8.
9. CONFIDENTIALITY
9.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the
business, affairs, customers, employees, clients or suppliers of the other party, except as permitted by
clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of
exercising the party’s rights or carrying out its obligations under or in connection with this
Agreement. Each party shall ensure that its employees, officers, representatives or advisers to
whom it discloses the other party’s confidential information comply with this clause 9; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights
and perform its obligations under or in connection with this Agreement.
10. TERMINATION
10.1 The term of this Agreement is specified for the relevant Materials in the Order Form.
10.2 We may terminate the Agreement if you refuse to comply with it within 30 days of being notified by us that
you are not complying.
10.3 You may terminate this Agreement upon an anniversary date, by giving 30 days notice, in writing, before
any anniversary date following the expiry of the initial period.
10.4 Either party may terminate this Agreement with immediate effect if the other party commits a material
breach. For the purposes of this Agreement, a breach of clause 8 (Data Protection) and 9
(Confidentiality) will be deemed a material breach.
11. GENERAL
11.1 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.
11.2 We undertake to comply with all applicable law throughout the term of this Agreement including
compliance with the Anti-Bribery Act 2010 and the Modern Slavery Act 2015.
11.3 No relaxation or indulgence by either party extended to the other shall affect that party’s rights under this
Agreement.
11.4 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.
11.5 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 this Agreement will be deemed properly served if sent by way of
prepaid post to the last known address.
11.6 Neither party may assign their rights under this Agreement without the prior written consent of the other.
11.7 You are responsible for making sure users of the Software are aware of any of the restrictions on the
period or circumstances of use of the Software resulting from any health and safety guidelines or
legislation.
11.8 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
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Material, this equipment must be suited to the purpose. We will be available to advise on suitability and
specifications of such equipment
11.9 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 telephone technical support for the life
of this license to individual users (if we host the Materials) or to your designated system administrator (if
you host the Materials).
11.10 If we issue a point release, or fix a bug in the Materials and/or Service, you will receive it at no additional
charge. If we release a new version of the Materials and/or Service, you may choose to keep the one you
have, or upgrade to the new version by paying the price differential between the current and new
versions (if applicable).
11.11 We may, without your prior written consent, advertise or publicly announce that they are providing
services to you.
11.12 This Agreement is the complete and exclusive statement of the agreement between the parties in relation
to the subject matter of this Agreement which supersedes all proposals or prior agreements oral or
written and save as expressly set out in this Agreement all representations, conditions or warranties
express or implied statutory or otherwise are excluded, to the maximum extent permitted by law.
11.13 Neither party will incur any liability to the other party on account of any loss or damage resulting from any
delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or
in part, by events, occurrences, or causes beyond the control and without negligence of the relevant
party.
11.14 The parties agree that the laws of England and Wales will apply to the Agreement and the parties submit
to the exclusive jurisdiction of the Courts of England in relation to any dispute arising out of or in
connection with this Agreement and its formation.