Alumna – the company limited by guarantee set-up to create the Charity Excellence Framework, primarily to ensure limited liability.
CEF Licence – the agreement between Alumna and the Charity Excellence Framework CIO, which gives decision making and control to the CIO and details Alumna’s responsibilities in maintaining the system, until control is fully transferred to the sector.
Charity Excellence Framework (CEF) – a web-based online toolkit that can be used by any UK based non-profit to increase its charitable impact.
Charity Excellence Framework CIO – the registered charity set up to manage and develop the CEF.
Charity Sector Data Store – the data aggregated in the system management user dashboard and query system.
Dashboard – all users have an interactive dashboard that aggregates data and displays key metrics, using a traffic light system, based on user input.
Developers – the contractors used to carry out the coding work that are employed by Alumna.
Framework – the system uses data entered by a user to create a set of 8 questionnaires to meet the user’s specific needs.
Group User – a type of super user that holds a subset of sector data, relating to a particular organisation, group of charities or charity sector. These may be groups of charities, very large charities or grant makers.
Logo – the CEF logo and Quality Mark logo.
Moderation Framework – the aspect of the social franchising framework that ensures policies and procedures, and proposed changes to the system are consistent, effective and benefit users.
Modified Quality Mark – social franchising may be used to licence charities to build on the CEF Quality Mark, to create their own specialist quality mark and use a modified version of the CEF branding.
Quality Mark (QM) – users that have completed all 8 questionnaires, within the previous 12 months, and pass anti-gaming checks, may be awarded the in accordance with the Terms & Conditions.
Research User – a type of super user that is able to access and analyse sector level data.
Reserved Powers – decisions that may only be made by the Charity that are binding on Alumna to ensure the charity has oversight and control of key decisions.
Resources – that are available to users, either as document downloads or web links (URLs) – guidance, articles, toolkits etc.
Service Level Agreement (SLA) – an agreement that forms part of the Licence, between Alumna and the Charity Excellence Framework charity that manages the work carried out by Alumna and how this will change going forward.
Social Franchising – the process of transferring ownership from the founder (Alumna Ltd) to the charity sector by enabling charities, of all sizes to innovate and collaborate, by giving them access to and control of system core functionality, analytics and data.
Statement – the ‘questions. In questionnaires that enable trustees and management to ask themselves if what they see in their organisation reflects what should happen in an effective and well run non-profit.
Super User – a type of user that controls a sub-set of individual user data and has a dashboard that displays and can analyse that data, and may be given ownership of statements and resource uploads/weblinks, subject to approval.
System Management – a user that can access and manage all aspects of system functionality, except core system processes.
System Model – a master bank of 500+ statements that the CEF uses to create individual frameworks based on a range of criteria, including size, location, activities, sub sector.
User – a qualifying non-profit organisation that has an account and uses the Framework to assess and manage performance.
User Licence – the agreement all types of users have with the charity that details the terms and conditions of use of the system.
User First Principle –proposed changes, resources or other work must be directed to supporting front line charities and be of benefit to them.
Voluntary Sector –means charities and voluntary organisations:
• Charities are organisations, which are established for exclusively charitable purposes in accordance with the law of England and Wales.
•Voluntary organisations are independent organisations, which are established for purposes that add value to the community as a whole, or a significant section of the community, and which are not permitted by their constitution to make a profit for private distribution. Voluntary organisations do not include local government or other statutory authorities.
1. Charity Excellence Framework CIO (Registration Number 1195568), Registered Address 14 Blackmore Gate, Buckland, Bucks, HP22 5JT.
2 The Charity Excellence Framework is licensed to users on a non-exclusive basis. Use of the system is managed by Alumna, on behalf of the charity under a Service Level Agreement, governed by a Licence.
3 The CEF operating model is built for use by UK-based charities, both registered and unregistered, and qualifying voluntary sector organisations, such as CICs Limited By Guarantee and schools run by or are themselves charities. Due to its non-profit model, it does not work for private companies or sole traders, nor does it incorporate other regulatory frameworks, so does not work for organisations, such as Community Benefit Societies or co-operatives. Access to data may be granted to statutory authorities, subject to such access complying with Charity Commission guidelines.
4 This licensee grants access to and use of the CEF platform for the period of the Licence. The level of access will depend on the type of licence agreement. Acceptance of these terms and conditions in full is a condition of being granted access to the CEF.
5 The materials comprise the diagnostic questionnaires, dashboard, query system, resources, system produced reports and action plans, and the Funding Finder database.
6 For super users, this may include developer-produced Excel data reports and the uploading of statements, specific to their user group.
7 These may only be used by the License
a For the duration of the licence and;
b For the licensing organisation’s sole use.
8 Sole use does not include subsidiaries, members or any other affiliated organisations, groups or individuals.
9 These may not be:
a Made publicly available by posting online or by any others means.
b Sold, licensed or used for any commercial purpose, without the prior written consent of the Charity Excellence CIO.
To any other organisation or individual by the Licensee, without the prior, written agreement of the Charity Excellence CIO.
10. The self-assessed Quality Mark is awarded to qualifying organisations that have completed all questionnaires within the previous 12 months and whose scoring quality is assessed by the system to be at least ‘Pass’, in recognition that they have assessed their organisation in-depth and have committed to driving performance across their organisation, including specifically addressing any areas of material weakness.
11. The Licensee may use the Charity Excellence Framework logo, as long as they remain qualified, but will at all times be scrupulously honest with third-parties about what it represents.
12. If this qualification lapses, the organisation will ensure that all branding/logos, relating to this, are removed/deleted within 1 month.
13. The Licensee will ensure that those scoring questionnaires have the skills and experience to be able to do so effectively and on an honest and objective basis. They also commit to actively taking such steps as may be necessary to address any material weaknesses and to use the data to drive performance across the organisation.
14. The Quality Mark is awarded at the sole discretion of the Charity Excellence CIO , which reserves the right to withhold or withdraw this if, in the view of the Charity Excellence CIO, an organisation fails to do so or falls below the standards expected of a well-run not-for-profit. This may include, but is not restricted to, any attempt to ‘game’ the system, behaviour or standards that fall below the professionalism expected of a well-run organisation, being subject to censure by the Charity Commission, or other regulatory authority, or an adverse audit or other report, the disqualification of directors, or being found against in legal proceedings. The Licensee will make the Charity Excellence CIO immediately aware, in the event any such issue occurs.
15. In the event that a Quality Mark award is withheld or withdrawn, the organisation will be advised and may appeal the decision in writing within one calendar month, stating the grounds on which the appeal is based. The appeal will be considered and the organisation advised of the decision, the outcome of which will be final. On withdrawal of the Quality Mark, the licensee will ensure that all branding/logos relating to this are removed/deleted within 1 month.
16. Where an organisation is permitted to modify the Charity Excellence Quality Mark (QM) to create a revised QM:
a. The modified QM to be used requires the prior, written approval of The Charity Excellence CIO.
b. The Charity Excellence CIO is licensing use of the Charity Excellence Framework logo to create a modified logo, but copyright and any IP created is retained by the charity.
i. The modified logo must comply with CEF brand guidelines.
c. The modified QM may only be used with the agreement of The Charity Excellence CIO and this clause will survive the ending of this agreement.
d. The Charity Excellence CIO may cancel this licence at any time. For the avoidance of any doubt, this means that the modified QM may only continue to be used with the continuing approval of The Charity Excellence CIO.
e. The user will use best endeavours to ensure that:
i. There is a robust system of additional checks relating to management of the modified QM, which is applied consistently, including, but not limited to ensuring:
1. The additional assessments for the modified QM materially add value for users.
2. Any legal or regulatory requirements or standards relating to these are met and updated on an ongoing basis, as necessary, to ensure this continues to be the case.
ii. The promotional, or other material relating to the revised QM is a fair representation and accurate description of the additional checks above and this includes appropriate credit for the Charity Excellence Framework QM contribution to this.
iii. Any organisation to be awarded the revised QM has completed all 8 Charity Excellence questionnaires within the last 12 months and has a Scoring Quality of ‘Pass’.
iv. The revised Quality Mark awarded is removed if this ceases to be the case or the holder falls below the standards of a well-run non-profit in para 12 below.
v. The Charity Excellence CIO is advised if any Quality Mark holder falls below the standards expected.
vi. The links and any documents to be included as resources are kept up-to-date and relevant.
vii. vii. The licence is not used for commercial purposes, or to promote commercial companies and any fees charged have the prior approval of the Charity Excellence CIO.
17. Users who are awarded the QM may use the logo for as long as they remain qualified. They may re-size the logo, but may not amend in any way the design, text, colour or any other characteristic. If their qualification lapses, or the award is removed by the Charity Excellence CIO, they must remove the logo from all materials within one month, including replacing hard copy materials, if necessary.
18. Super users who are authorised to use a modified version of the QM logo, require the prior written approval of the Charity Excellence CIO, before they use it. Its design must comply with the Charity Excellence Framework CIO branding guidelines for revised QMs. Once approval has been granted, the text, colour or other characteristics may not be modified, without prior approval by the Charity Excellence CIO.
19. The Charity Excellence CIO retains the right to terminate the licence at any time.
20. If a licence fee is ever charged, any payments will not be refundable
21. The Charity Excellence CIO will exercise reasonable skill and care in developing and maintaining The Charity Excellence Framework.
22. The Licensee accepts that the services and material provided do not constitute professional advice and retains full responsibility for ensuring that any necessary professional advice is sought.
23. Equally, what solution an organisation may need in any given situation will depend on what it is seeking to do, its size, role, structure and the skills and experience of its staff. The Charity Excellence Framework provides resources that attempt to meet most of the needs of most organisations in the majority of situations. However, it cannot meet all needs of every organisation in all situations, so responsibility for ensuring that anything taken into use complies with all relevant regulations and laws and meets fully the needs of an organisation remains wholly with the Licensee, not the Charity Excellence CIO.
24. The Charity Excellence Framework has primarily been designed for registered charities in England and Wales, subject to English law and regulated by the Charity Commission. Licensees with different legal structures, based outside England and Wales or subject to different or additional regulation, are responsible for ensuring that any differences are accounted for in using The Charity Excellence Framework.
25. The Charity Excellence Framework contains numerous links to external websites. The Charity Excellence CIO does not have the capacity to monitor and has no control over the content of such sites and does not endorse, nor necessarily even agree with the content. Access to any sites and the use of any content is entirely at the Licensee’s discretion who, in entering into this agreement, accepts full responsibility for any consequences arising in doing so.
26. The Charity Excellence Framework analysis and reports are based on information and scores entered by the Licensee. The Licensee undertakes to ensure that those scoring have a sound understanding of the organisation and its role, including of each functional area, are able to think both operationally and strategically, and score based on observable facts, not assumptions.
27. The Licensee will ensure that the scores entered are an accurate and fair representation of its performance, will not ‘game’ the system to try and produce results that would mislead anyone accessing the data and will not misrepresent the results to others.
28. In entering this agreement, the Licensee accepts that it remains fully responsible for any use to which The Charity Excellence Framework is put and that the Charity Excellence CIO cannot be held responsible for any losses, claims or any other action arising from this.
29. The Licensee accepts full liability for any costs or loss of earnings to the Charity Excellence CIO arising from misuse of the materials or breach of this Licence.
30. The Licensee shall indemnify and hold the Charity Excellence CIO and Alumna harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by the Charity Excellence CIO or Alumna as a result of or regarding use of the materials by the Licensee, or breach of this agreement.
31. Clause 30 will survive termination of this agreement.
32. From time-to-time, the system may be unavailable due to maintenance or other events. The Charity Excellence CIO will use reasonable endeavours to notify users in advance, if possible, and to ensure that the frequency and length of any unavailability is minimised.
33. Alumna retains all existing and future Intellectual Property Rights to the fullest extent permitted by law.
34. The term Intellectual Property Rights refers to patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist.
35. The Licensee may replace the Charity Excellence logo in CEF system downloadable resources with its own for internal use. In making use of this material, the licensee accepts that all copyright and IP are retained by Alumna, even if the original material is subsequently altered, or developed in some other way. If the Charity Excellence CIO grants written approval for any material to be made available publicly, or to other organisations, the Charity Excellence Framework is to be properly recognised as the author.
36. For individuals/organisations given access to the Charity Sector Data Store, the Charity Excellence Framework is to be suitably recognised in any reports, articles, presentations or other material, as the source of this data, even where this has been aggregated or otherwise combined with other data. The data may not be used for any other purpose than the one for which it was specifically given or commercial purposes, without the prior written agreement of the Charity Excellence CIO. In using this data, individuals/organisations accept that neither the Charity Excellence CIO nor Alumna have any liability whatsoever from any loss, damage or other detriment arising from its use.
37. Where a super user, or other organisation, has been authorised to use a modified version of the QM logo, this is on a licence basis, which may be withdrawn at any time at the discretion of the Charity Excellence CIO. In the event of withdrawal, the organisation and any organisation to which it has been awarded, must stop using the logo within one calendar month, including replacing hard copy documents if necessary. The Charity Excellence CIO will not be liable for any costs incurred. Full legal title of any modified logo is retained by the Charity Excellence CIO.
38. The copyright of downloadable materials provided by third parties is retained by the copyright owner. If applicable, users will obtain consent to use such material, from the copyright owner.
39. Alumna maintains the database on behalf of the Charity Excellence Framework CIO and is the data controller for data protection purposes (ICO Registration: A8411110).
40. We may collect:
a. The names, email addresses, appointments and organisations of individuals that you nominate to be given access (additional users), to check that those nominated are eligible within the terms of the licence, identify suspect registrants who may be attempting to gain access for inappropriate/illegal reasons and authorise your access.
b. Information entered into the set-up page (My Profile) relating to your organisation, such as its sector and activities, to enable the system to create your questionnaires.
c. Your scoring, so that the system can create and report your assessments for you.
d. Your feedback on system performance to enable us to address any problems and develop the system to better meet your needs. Your feedback will only be used for marketing purposes if you select the opt-in button when submitting your feedback.
41. A download of data held will be provided on payment of a processing fee of £10.
42. However, if any user wishes their organisation’s data to be deleted, we will do so. Data that is deleted will not be recoverable. Consequently, any such request must be in writing from the CEO or Chair to confirm this request has been approved by the organisation.
43. The database includes links to a number of external sites. We have no control over these sites, and you are advised to read their privacy policies.
44. We have put in place suitable physical, electronic and managerial systems to safeguard your data; including SSL to encrypt data transmission between our website and your devices. However, it is the Licensee’s responsibility to ensure that those nominated for access are aware of and comply with their data protection responsibilities, and use strong passwords that are regularly changed and adequately safeguarded.
45. The Licensee consents to Alumna holding and processing the data provided for legal, personnel, administrative and management purposes.
46. From time-to-time Alumna’s developers and others will require access to the database. This is strictly for the purposes of amending and updating the software, or other aspects of the platform itself. Alumna will not disclose your data to a third party without either the consent of the Licensee, or unless required to do so by law.
47. Alumna will use and retain legal title to, aggregated and anonymised data and will retain the organisation’s data after the ending of this agreement for the purposes of generating benchmarking and other anonymised data. This clause will survive termination of this agreement.
48. We will use your name, appointment, email address and organisation’s name to send you emails from time-to-time to make you aware of issues, relating to the system, such as any need to clear your browser cache to enable new software to function properly, new resources and developments, as well as information we feel may be of interest to you, such as new funders. This will normally be by means of our newsletters. You may unsubscribe from these at any time, but we would then be unable to advise you of any changes to the system or issues relating to it that we feel you should be aware of.
49. The Alumna’s developers and others may require access to the database to amend and update the software, or other aspects of the platform itself, such as investigating and resolving any problems. They also run queries for Alumna, to support essential quality management checking. They may run queries for super users to enable them to manage QM standards and provide data for analysis and contractual/statutory reporting.
50. In order to scale take-up of the system to help everyone, we will be working in partnership with other organisations, who will provide access to technology and capabilities we need. In order to make use of these technologies and to enable them to make you aware of the services they provide, we may share your personal data with them. The management of your data will be subject to an agreement that complies with the Data Protection Act’s requirements, and you may unsubscribe from any communications at any time.
51. The name, role, organisation and contact details of individuals who register will be shared with Charity Digital (Charity Registration Number 1133179) for the purpose of enabling them to make you aware of their charitable services. This agreement is governed by a formal data sharing agreement, which only allows your data to be used for charitable purposes.
52. Group Users. On joining the CEF and setting up your My Profile page, users may choose to be identified with a group or groups to which they belong. They may remove this identification, at any time. This is done by clicking Create Questionnaires in their My Profile page and deselecting the group.
53. The purpose of these groups is to enable federated, or any other groups of charities to create even more sophisticated questionnaires and to pool data, in order to identify trends, threats and opportunities, which will be used for research, reports and to support users within the group. If grant makers become group users, they may use this data for due diligence, processing/discussing grant applications and monitoring and evaluation purposes. This will also facilitate the creation of free, low workload modified QMs for specialist areas and simplify data collection for statutory purposes and contractual/grant reporting.
54. All group users will have access to the limited personal information held on users, as well as top level dashboard and quality mark data. Some group users may also have access to individual user accounts. Group users are required to provide users with detail on the information that will be collected and how this will be used. In selecting to join a group, users are confirming that they are aware of and have consented to the group user’s level of access.
55. Research Users. This type of user has access to sector data only, with no access to user personal data or scoring. This will be used for research, report and other analysis.
56. The Charity Excellence CIO. May ask Alumna to download and share individual user data with super users, for the purposes of validating specialist quality marks maintained by a super user, or to share with a third party, under a contractual or regulatory obligation that the user and super user are party to. In any such cases, the super user would accept full responsibility for obtaining valid consent from users and ensuring that data protection requirements were met.
57. To safeguard users’ data, super users are required to comply with additional requirements as a condition of being given access. Super users must:
a. Enter into a formal data sharing agreement with Alumna that specifies what data will be shared and what that data will be used for.
b. Make users in their group aware of:
i. The level of access to their data and;
ii. The business purposes for which it is being held and;
iii. That they may opt in or out, by updating their My Profile page.
c. Ensure that data is kept securely, only retained as long as there is a legitimate business reason for doing so and disclosed, if requested to do so by a user.
d. Not make public or share any data that is identifiable as belonging to an individual user, without that user’s valid consent.
e. Ensure that the above sub-paras are reflected in:
i. The super user’s data protection policy and;
ii. Any agreement(s) with their group users.
58 We may also wish to use your data for marketing purposes and to share with selected third parties, but this will only be done with your specific consent. You may withdraw such consent at any time, by advising us in writing.
59. No failure or delay by The Charity Excellence CIO to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
60. The Charity Excellence Framework web page detailing these terms and conditions, together with any documents referred to in it, together with The Charity Excellence Framework CIO/Alumna Licence Agreement and Service Level Agreement, constitute the entire agreement and understanding between the Licensee and The Charity Excellence CIO and supersedes any previous arrangement, understanding or agreement between them relating to the Licence, which shall be deemed to have been terminated by mutual consent.
For the avoidance of any doubt extracts from the Alumna Licence and SLA, have been included in this licence.
61. The Licensee accepts, without reservation, that any variations to this agreement will be notified by the Charity Excellence CIO by means of the newsletter, or other medium, if more suitable, and that such changes will be binding on the Licensee.
62. Excepting for Alumna, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999, or any similar provisions of law in any jurisdiction, to enforce any term of these terms and conditions. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement. Alumna is deemed to be a party to this agreement, as provided for above.
63. Our aim is to deliver a high-quality service and to be responsive to system users. In the unlikely event you are not satisfied, please bring this to my attention, as soon as possible by emailing me at email@example.com .
64. Please provide specific details and, if you are able to, examples of what went wrong, to help me in resolving this for you.
65. I will acknowledge your query as soon as I reasonably can and respond as soon as reasonably possible. In the event the issue is complex, I will do my best to advise you on how long I think it may take and will provide you with updates at least every 14 days.
66. This agreement and any dispute or claim arising out of or regarding it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
67. 67. The parties irrevocably agree that the courts of England shall have jurisdiction to settle any dispute or claim that arises out of or regarding this agreement or its subject matter or formation (including non-contractual disputes or claims).
Revision 3: dated October 2021.