Terms and Conditions
CL Consortium Limited: General Terms and Conditions
- DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply to this Agreement:
1.1.1 “Agreement” means these Terms and Conditions and the Order Form which you have signed.
1.1.2. “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 Foundation and the Charity Learning Consortium).
1.1.3. The administrative address for correspondence of the CL Consortium Ltd is Vine House, Selsley Road, North Woodchester, Stroud, Gloucestershire, GL5 5NN.
1.1.4. “We”, “us” or “our” refers to CL Consortium Ltd.
1.1.5. “You” refers to the Customer.
1.1.6. “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.
1.1.7. “GDPR” means General Data Protection Regulation (EU2016/679).
1.1.8. “Price” means the price of the annual Subscription for the Material and Services excluding VAT (if applicable) as set out in the Order Form.
1.1.9. “Services” means the support services relating to the Material provided in connection with the Subscription.
1.1.10. “Subscription” means the provision of the software described in the Order Form to you together with the Services, each as set out in this Agreement.
1.1.11. “Subscription Period” means the period during which access to the Material is granted under the Subscription.
1.1.12. “Material” means the content of the CL Consortium website, for online resources, and any offline content or equipment provided for access to offline content.
1.1.13. “Order Form” means the document which sets out the parties’ details, the Price, the Subscription Period, the number of permitted and authorised users.
1.1.14. “Customer” means the party to this agreement set out in the Order Form.
1.2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.3. Singular words shall include the plural and vice versa; and
1.4. Headings are included for convenience only and shall not affect the construction or interpretation of this Agreement.
2. PAYMENTS
2.1. We agree to sell and you agree to buy an annual Subscription for the Price and on the terms set out in the Order Form.
2.2. 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.
2.3. When we issue an invoice that you consider to be erroneous, then you must inform us of your query in writing within 30 days of receipt of the invoice or the invoice will be assumed to be correct and passed for payment by you.
2.4. The Price is payable in full 14 days from the date the invoice (provided such invoice contains any relevant purchase order) is received by you, by cleared cheque or BACS transfer of monies, unless otherwise agreed between the parties.
2.5. Under no circumstances shall we be deemed to have received payment until payment has actually been received by us in full.
2.6. Interest on overdue amounts will be payable from the date payment becomes due until the date of payment at a rate of 4% above Lloyds TSB base rate.
3. DELIVERY OF THE SUBSCRIPTION
3.1. Charity Subscription:
Delivery Method – eLearning Hosted-License Pricing includes:
3.1.1. New Course Releases throughout the year (for content included in the Subscription) as and when available
3.1.2. Fully hosted access to courseware via our CLC Moodle Learning Management System (LMS)
3.1.3. Updates for CLC Moodle LMS as and when available
3.1.4. Comprehensive Setup Procedure, Personalised URL, Personalised Log-In Page, Batch Upload of initial User Data
3.1.5. LMS Personalisation (Logo, System Name & Welcome Message)
3.1.6. Attendance at the quarterly Member Meetings
3.1.7. Access to the CLC Online Network
3.1.8. Access to Member Resources
3.1.9. If your site uses more than 30% of 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:
3.2.1. Annual Subscription
3.2.2. Access to 200 eLearning Courses (as per “Small Charity Membership Flyer”)
3.2.3. Access via shared Generic Moodle Platform with administration rights to upload, amend and report on users
3.2.4. Attendance at one CLC Member Event per year
3.2.5. Access to online CLC Community network & shared Member Resources
3.2.6. 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. Any offline Material and/or equipment will be delivered after receipt of payment.
3.5. Third-Party Courseware:
3.5.1. Upon receipt of your signed 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.
3.5.2. 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, 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.
3.5.3. 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 first day of the Subscription Period.
4.2. A renewal invoice will be automatically issued during the 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 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.
6.3. We guarantee that our materials and services do not infringe the rights of any third party 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 or 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 and its suppliers, licensors and 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:
8.4.1. 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;
8.4.2. 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);
8.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
8.4.4. 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:
8.4.4.1. the Customer or CL Consortium has provided appropriate safeguards in relation to the transfer;
8.4.4.2. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
8.4.4.3. 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
8.4.4.4. 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.
8.4.5. 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;
8.4.6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
8.4.7. 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
8.4.8. 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:
9.2.1. 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
9.2.2. 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 the Agreement by giving 30 days’ notice, in writing, before any anniversary date following the expiry of your contracted Subscription Period. For clarity, this means that you must give notice no later than 30 days before the first day of a fourth year if you do not wish to extend or renew a 3-Year Contract.
10.4. Either party may terminate this Agreement with immediate effect if the other party commits a material breach and, where such breach is capable of remedy, fails to remedy such breach within 30 days of receiving a written request to do so. For the purposes of this Agreement, a breach of clause 8 (Data Protection) and 9 (Confidentiality) will be deemed a material breach.
10.5. Upon termination of this agreement by either party, or expiry of this subscription, any materials physically provided will be returned to CL Consortium LTD by the customer, any materials digitally provided will no longer be used and all copies removed within 30 days.
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 under 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 Material, this equipment must be suited to the purpose. We will be available to advise on the 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 difference between the current and new versions (if applicable).
11.11. We may, without your prior written consent, advertise or publicly announce that we 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 the 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.