Conduct Matters

Terms & Conditions

By requesting the set-up of an e-learning portal you are deemed to have read and accepted the following terms.

All rights not expressly granted in these terms are hereby reserved.

Any notice shall be sent by email or by first class post and shall be deemed to be given two days after posting, or at the time the e-mail is received at either party's e-mail address if sent by electronic mail.

Notices and communication to Conduct Matters Ltd should be sent via email to or in writing to the Conduct Matters Ltd registered address c/o Gilbert Allen & Co, Churchdown Chambers, Bordyke, Tonbridge, Kent TN9 1NR.

A full copy of these terms will be issued with your annual invoice.


The client e-learning portal is provided to the client by Conduct Matters Ltd as an annual contract which commences from the date the client is provided with access to its portal after payment of the agreed annual fee.

The client can add and manage its own learners who will be able to access the training using the Conduct Matters e-learning portal link. The client can add the link to its intranet.

A: Contact

To set up the portal, the client must provide contact details for the following:

  1. The person responsible for invoicing, and
  2. The person who will be undertaking administrative activities

The client must update Conduct Matters Ltd should this information change.

Conduct Matters Ltd needs to be able to notify clients about any changes to the system and new/updated training. The person with administrative responsibility will be added to the notification list. The client should notify Conduct Matters Ltd if others need to be added to this list for such notifications.

B: Fees

The fee is set out in the client's invoice and is reviewed annually.

Additional enrolment fees are invoiced quarterly and must be paid within 30 days. The client is charged per enrolment - if the learner does not complete the course there is no credit and the enrolment is chargeable.

All fees are subject to VAT.

C: Courses

Other than any bespoke client courses, all courses on the Conduct Matters catalogue will be on the client portal, allowing the client to add and manage learners for the fee(s) agreed.

When a new course is added to the Conduct Matters Ltd catalogue, it will be added to each client's portal.

D: Renewal

30 days before the expiry of the annual agreement, a renewal invoice will be issued to the client setting out any fee changes and requesting payment of the next annual fee. If the annual fee is not paid by expiry then this arrangement will terminate.

E: Mid-term termination

This agreement can be terminated mid-term in the following circumstances:

  1. This agreement will be immediately terminated mid-term if either party ceases trading or is to go into liquidation. A pro-rata refund of the annual fee, offset against any quarterly fees due, will be issued at the point the client portal is closed down.
  2. Should Conduct Matters Ltd withdraw the service, notice will be provided to the client as early as possible. A pro-rata refund of the annual fee, offset against any quarterly fees due, will be issued at the point the client portal is closed down.
  3. Should the client fail to pay any mid-term fee within 30 days of invoicing, then 14 days notice of termination will be issued (via email) to the client. No refund of the annual fee will be provided and a final invoice for all outstanding fees will be issued at point of termination.

F: Termination

At point of termination:

  1. Administration access will be removed.
  2. Learner results data will be stored for a period of 30 days and will be supplied in an excel csv format upon request.
  3. In the instance of non-payment, Conduct Matters Ltd may withhold results data pending payment.
  4. All results data will be deleted 60 days after termination.


1. Service

1. Service

1.1 In consideration of client payment to purchase enrolment(s), Conduct Matters Ltd shall provide the specific learner enroled by the client to access and undertake the relevant e-learning course . Access will be via the Conduct Matters Ltd e-learning logon page (link can be added to the client's intranet). This licence is personal to the enroled learner and cannot be shared or exchanged with others.This licence is limited, revocable, non-exclusive, non-sublicensable and non-transferable, and is subject to the rights and obligations granted under these terms.

1.2 The Conduct Matters e-learning portal is hosted by Nimble ELearning Ltd, a UK based company. It is ISO 27001 certified, and is audited bi-annually by the BSi (The British Standards Institution).

1.3 Nimble Elearning Ltd hosts the e-learning courses on Amazon Web Services (AWS) which adheres to numerous security standards including ISO27001.

1.4 The intention is for the Conduct Matters Ltd e-learning portal be available at all times. Where this is not possible, the client will not be eligible for any compensation, and Conduct Matters Ltd shall not be liable to the client in any form.

1.5 Unless it is withdrawn (see 1.6) each course is available for the learner to access for 6 months after purchase. Where a course is replaced by another it may be withdrawn earlier. It is expected that training will be completed within 8 weeks of enrolment.

1.6 Once purchased no refunds are given, unless the service is withdrawn, in which case the client will be given a refund for any incomplete e-learning enrolments processed less than 8 weeks before the date the service is withdrawn. A refund is not given after 8 weeks.

1.7 Conduct Matters Ltd has used best endeavours to ensure the training content is complete and accurate. Conduct Matters Ltd is not responsible and will not indemnify the client for any liabilities, costs, expenses, damages and losses suffered or incurred by the client arising out of or in connection with any material within the Conduct Matters Ltd e-learning courses.

1.8 Learners may access the Conduct Matters Ltd e-learning portal to view their training.

1.9 The training produced is appropriate at the time of purchase. If new e-learning courses are produced to replace or update earlier courses the client has the option to enrol learners on the newer course - this is treated as a new and separate enrolment. Some courses will be refreshed annually to allow clients to enrol learners on the new and updated course each year.

1.10 Conduct Matters Ltd will not track completion of courses. If a learner elects not to complete a course no refund will be given.

1.11 Conduct Matters Ltd will issue a reminder email to learners who have not completed their courses 2 weeks and one month after enrollment/purchase.

1.12 Learners may opt to be withdrawn from a course - no refund will be given.

1.13 Learners will have a certificate showing completion.

2. Client

2.1 The client is the party that has purchased the portal access for their group of learners.

2.2 The client is responsible for the trainee logon information being accurate and up to date.

2.3 It is the client's responsibility to retain copies of their own data or of any information required in hard copy form in respect of the e-learning courses enrolment and completion information. Conduct Matters Ltd accepts no responsibility for the loss of any data in any form.

2.4 Conduct Matters Ltd shall be entitled to disclose the company name of the client in any promotional material, unless permission has been expressly denied by the client.

2.5 Except in accordance with the law, the client shall not, nor allow any party to, duplicate or otherwise reproduce the Conduct Matters Ltd learning material in whole or in part.

3. Passwords

3.1 Clients and learners registered for access to the Conduct Matters Ltd e-learning portal will use their email and a password to access the service. These credentials are unique to individuals who must not permit any unauthorised third party to use them.

3.2 Conduct Matters Ltd may assume that all use of the logon credentials is authorised by the individual. Conduct Matters Ltd shall have no liability to the client for any unauthorised use of their administrative or learner logon credentials.

3.3 Conduct Matters Ltd may decline to provide all, or certain aspects, of the e-learning service if the client has not provided the correct logon credentials. Conduct Matters Ltd will not be liable to the client in any form, and no refunds shall be paid, because the client is unable to access the e-learning portal.

3.4 The client must notify Conduct Matters Ltd immediately if it believes its administrative logon credentials have been compromised. Promptly upon notice Conduct Matters Ltd shall remove permissions from the compromised logon credentials and issue a new set of logon credentials.

3.5 The client must notify Conduct Matters Ltd immediately if it believes its administrative logon credentials have been compromised. Promptly upon notice Conduct Matters Ltd shall remove permissions from the compromised logon credentials and issue a new set of logon credentials.

4. Ownership and Intellectual Property

5.1 "Intellectual Property Rights" means e-learning content, copyrights, patents, registered and unregistered design rights, topography rights, topology rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

5.2 Conduct Matters Ltd owns sole copyright and Intellectual Property Rights of all Conduct Matters Ltd e-learning content.

5.3 Each e-learning course enrolment is for the use of one specific student. Clients may not use, share or sell any e-learning training material created by Conduct Matters Ltd, except for the learner(s) it has been purchased for, without the prior written permission from Conduct Matters Ltd.

5.4 The Conduct Matters Ltd logo, design marks and slogans are the trade names, service marks, or trademarks of Conduct Matters Ltd, and may not be used without the prior written consent of Conduct Matters Ltd.

5.5 No rights to, or property in, the Conduct Matters Ltd website or e-learning portal shall pass to the client.

5. Warranties and Liabilities

6.1 Conduct Matters Ltd warrants that it will use all reasonable care in carrying out obligations under these terms. All other conditions, warranties and obligations implied by statute common law or otherwise and any liabilities arising therefrom are excluded to the extent permissible by law.

6.2 The e-learning portal is hosted by Nimble Elearning Ltd. It has not been written or developed to meet the individual requirements of the client and is supplied on an Ďas is' basis. No failure of any part or the e-learning portal shall give rise to any right or claim against Conduct Matters Ltd.

6.3 Conduct Matters Ltd warrants that it will use all reasonable care and skill in creating e-learning content. Conduct Matters Ltd accepts no liability for the completeness or accuracy of any eLearning content.

6.4 All reasonable attempts are undertaken to exclude viruses from the e-learning portal, Conduct Matters Ltd cannot ensure such exclusion and no liability is accepted for viruses. The client is recommended to virus check and to insure itself against the risk of virus contamination.

6.5 Under no circumstances shall Conduct Matters Ltd or any of its officers, directors, employees, subsidiaries, agents, parents, or affiliates be held liable for any indirect, incidental, special or consequential damages, even if Conduct Matters Ltd has been advised of the possibility of damages (including, without limitation, damages for losses whether of a personal, public, institutional or corporate nature, loss of any revenues or profits) arising in contract, tort or otherwise, from the use of or inability to use the e-learning portal, or from any action or decision taken as a result of undertaking any Conduct Matters Ltd e-learning or use of the e-learning portal. .

6.6 All provisions of this clause limiting or excluding liability operate separately and shall survive independently of the other provisions.

6.7 Conduct Matters Ltd shall not be liable to the client for any reason for any loss of data.

6. Data Protection

8.1 Personal data is processed only to comply with Conduct Matters Ltd's obligations to provide services to its clients and learners.

8.3 Personal data will not be shared with any third party, except as stated below.

8.4 All personal data will be processed in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

8.5 Individuals may request details of personal information which Conduct Matters Ltd holds about them. They have a right to know what information is held about them, why it is held and what is done with it. For information requests or corrections,please email

8.6 The e-learning portal holds the email address, name and details of training completed for each learner.

8.7 Nimble Elearning Ltd has the role of Data Processor for and on behalf of Conduct Matters Ltd, in respect of the data held in the Conduct Matters Ltd e-learning portal. Conduct Matters Ltd is Data Controller

8.8 Nimble ELearning Ltd takes appropriate steps to protect against unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data. It ensures an appropriate level of security. Full details can be seen on the Nimble Elearning Ltd website.

8.9 Nimble Elearning Ltd may authorise a third party (subcontractor) to process the persona data, provided that the sub-contractor's contract contains data protection terms which are substantially the same as its own.

8.10 Conduct Matters Ltd is Data Controller and Data Processor in respect of any personal data held and managed outside of the e-learning portal.

9. General

9.1 Any failure by any party to exercise or enforce any of its rights hereunder this shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.

9.2 These terms and any other expressly incorporated document represent the entire understanding between the parties in relation to its subject matter and supersede all other agreements or representations made by the parties whether oral or written.

9.3 These terms are between Conduct Matters Ltd and the client. No other person shall have any rights to enforce any of its terms.

9.4 Conduct Matters Ltd reserves the right to sub-contract any of the work required to fulfill its obligations.

9.5 Nothing in this agreement is intended to or will create any form of partnership or joint venture, agency, franchise, sales representation or employment relationship between Conduct Matters Ltd and the client.

9.6 If any provision set out in these terms is held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected thereby.

9.7 Force Majeure: Neither Conduct Matters Ltd not r the client will be held to be in breach of its obligations (except for the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by another party due to any cause beyond its reasonable control including without limitation, acts of God, extreme adverse weather conditions or natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion, unrest or riots, nuclear, chemical or biological contamination or sonic boom, compliance with any law, regulation or directive, fire, explosion or accidental damage, failure of plant machinery, machinery, computers or vehicles, any labour dispute, including (but not limited to) strikes, industrial action or lockouts, non-performance by suppliers or subcontractors and interruption or failure of utility or transport service, internet service provider failures or delays or denial of service attacks.

10. Law

These Terms shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.

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