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Terms and Conditions

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Term's and Condition's

Licensor

1. Alumna Ltd, Company Number: 10425563, Registered Address 14 Blackmore Gate, Buckland, Bucks, HP22 5JT.

Licence

2. The Charity Excellence Framework is licensed on a non-exclusive basis. This licensee is granted access to and use of the Charity Excellence Framework platform for the period of the Licence. The level of access will depend on the type of licence agreement.

Use of Materials

3. The materials comprise the diagnostic questionnaires, resources, system produced reports and action plans, but not use of the Quality Mark that is awarded solely at the discretion of Alumna.

4.These may only be used by the License

a. For the duration of the licence and;

b. For the licensing organisation’s sole use.

Sole use does not include subsidiaries, members or any other affiliated organisations, groups or individuals.

5. These may not be:

i Made publicly available by posting online or by any others means.

ii. Sold, licensed or used for any other commercial purpose.

To any other organisation or individual by the Licensee, without the prior written agreement of Alumna.

Branding

The Licensee may replace the Alumna logo in materials with its own for internal use, but all copyright and IP are retained by Alumna, even if the original material is subsequently altered, or developed in some other way. If Alumna grants written approval for any material to be made available publicly, or to other organisations, the Alumna copyright is to be recognised in this.

Termination

6. The licence will terminate:

a. Automatically at the end of the agreed licence period.

b. If either party becomes insolvent or enters liquidation.

c. On one month’s notice by either party.

7. Alumna retains the right to terminate the licence at any time, if in our view, the Licensee materially breaches the terms of this agreement.

8. The Licence fee is not refundable on termination.

Liability

9. Alumna will exercise appropriate diligence, professional skill and care in developing and maintaining The Charity Excellence Framework and maintains appropriate liability insurance to safeguard Licensees.

10. However, the services and information provided in no shape or form constitute professional advice. In making use of The Charity Excellence Framework, the Licensee accepts full responsibility for ensuring that any necessary professional advice is sought.

11. 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 generic frameworks and options intended to meet most of the needs of most organisations in the majority of situations. However, it cannot meet all needs of every organisation and in all situations, so responsibility for ensuring that anything taken into use, meets fully the needs of an organisation remains wholly with the Licensee, not Alumna.

12. The Charity Excellence Framework has been designed for registered charities in England and Wales, subject to English law and regulated by the Charity Commission. Licensees with different legal structures, or based outside of 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.

13. The Charity Excellence Framework, contains numerous links to external websites. Alumna does not 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.

14. 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.

15. 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 Alumna cannot be held responsible for any losses, claims or other action arising from this.

16. The Licensee accepts full liability for any costs or loss of earnings to Alumna arising from misuse of the materials or breach of this Licence.

17. The Licensee shall indemnify and hold 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, Alumna as a result of or regarding use of the materials by the Licensee, or breach of this agreement.

18. Clauses 10 to 17 will survive termination of this agreement.

System Availability

From time-to-time, the system may be unavailable due to maintenance or other events. Alumna will use best endeavours to notify users in advance, if possible, and to ensure that the frequency and length of any unavailability is minimised.

Payment

19. Access to the Charity Excellence Framework will be authorised on receipt of the fee payment in the bank account.

Legal Title

20. Alumna retains all existing and future Intellectual Property Rights to the fullest extent permitted by law.

21. 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.

Data Protection

22. Alumna is the data controller for data protection purposes.

23. We may collect:

a.The names, e mails addresses and appointments of individuals that you nominate to be given access. This is to:

i.Check that those nominated are eligible within the terms of the licence and authorise access.

ii.Enable us to send you e mails from time-to-time to make you aware of issues, relating to the system, such as new resources, developments or changes to services and prices.

b.Information 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.

24. We may also wish to use your data for marketing purposes and to share with selected 3rd parties, but this will only be done with your specific consent. You may withdraw such consent at any time, by advising us in writing.

25.A download of data held will be provided on payment of a processing fee of £10.

26. Phase II of the system will include longitudinal reporting for users and also use of all user data to create anonymised benchmarking, as well as allow research and analysis of trends within the sector overall. For these reasons, all data will be retained for a minimum of 3 years.

27. 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.

28. 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.

29. 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.

30. The Licensee consents to Alumna holding and processing the data provided for legal, personnel, administrative and management purposes.

31. From time-to-time Alumna’s developers 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.

32. 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.

Waiver

33. No failure or delay by Alumna 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.

Entire Agreement

34. The Charity Excellence Framework web page detailing the services and fees, and these terms and conditions, together with any documents referred to in it, constitute the entire agreement and understanding between the Licensee and Alumna 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.

Variation

35. No variation of this agreement, nor of any of the documents referred to in it, shall be valid unless it is in writing and signed by or on behalf of each of the parties.

Counterparts

36. This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

Third Party Rights

37. Except as expressly provided, 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.

Complaints Policy

38. We aim to deliver a service of the very highest standards and to be responsive to system users. In the unlikely event you are not satisfied, please bring this to our attention, as soon as possible by e mailing us at alumna@btinternet.com . Please provide specific details and, if you are able to, examples of what went wrong, to help us in resolving this for you. We will acknowledge you query as soon as we read it and respond as soon as possible. In the event the issue is complex, we will do our best to advise you on how long we think it may take and will provide you with updates at least every 14 days.

Governing Law and Jurisdiction

39. 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.

40. 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).

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