Conduct Matters

Terms of use: general

These are the general terms for all Conduct Matters Ltd e-learning students and purchasers (Customers).

Please read these terms carefully before purchasing an e-learning course. If you are buying/using a client e-learning portal then you should also read and accept the terms that apply to that service.

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.

1. Service

1.1 In consideration of customer payment to purchase an e-learning course, Conduct Matters Ltd shall provide the specified student with licence to access and undertake the purchased e-learning course. Access will be via the Conduct Matters Ltd e-learning logon page. This licence is personal to the student 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 Customer will not be eligible for any compensation, and Conduct Matters Ltd shall not be liable to the Customer in any form.

1.5 Unless it is withdrawn (see 1.6) each course is available for the student to access for 6 months after purchase. Students should be aware that where a course is replaced by another it may be withdrawn earlier.

1.6 Once purchased no refunds are given, unless the service is withdrawn, in which case the Customer will be given a refund for any incomplete e-learning courses purchased less than 8 weeks before the date the service is withdrawn.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 Customer for any liabilities, costs, expenses, damages and losses suffered or incurred by the Customer arising out of or in connection with any material within the Conduct Matters Ltd e-learning courses.

1.8 Students may access the Conduct Matters Ltd e-learning portal to view their training. The accounts for students who have not purchased any new training for a year may be deleted,removing all training records. It is expected that training will be completed within 8 weeks of purchase. Any incomplete training after that point will be available to the student (unless this service is withdrawn).

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 then the Customer will have to purchase the new course.

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

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

1.12 Students may opt to be withdrawn from a course - no refund will be given.

1.13 Conduct Matters Ltd does not provide Customers with reports, individual students will have a certificate showing completion. Should reporting be required please contact Conduct Matters Ltd to discuss the fee to include this service.

2. Customers

2.1 Customers include students and any party purchasing an e-learning course for a student.

2.2 Customers are fully responsible for the trainee logon information being accurate and up to date.

2.3 It is the Customer'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 purchased and completed. 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 Customer in any promotional material, unless permission has been expressly denied by the Customer.

2.5 Conduct Matters Ltd shall be entitled to disclose the company name of the Customer on the e-learning logon portal, unless permission has been expressly denied by the Customer.

2.6 Except in accordance with the law, the Customer shall not allow any third party to, duplicate or otherwise reproduce the Conduct Matters Ltd learning material in whole or in part.

3. Passwords

3.1 Customers 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 Customer. Conduct Matters Ltd shall have no liability to the Customer for any unauthorised use of their logon credentials.

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

3.4 The Customer must notify Conduct Matters Ltd immediately if the Customer believes its 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. Fees

4.1 The cost of courses is paid by the Customer, before access is granted to the student.

4.2 All fees are subject to Value Added Tax (VAT).

5. 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 is purchased for the use of one specific student. Customers may not use, share or sell any e-learning training material created by Conduct Matters Ltd, except for the student 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 Customer.

6. 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 Customer 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 Customer 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 Customer for any reason for any loss of data.

7. Refunds

7.1 Once purchased no refund for any e-learning course is provided unless the course or service is withdrawn less than 8 weeks after purchase and the course has not been completed.

8. Data Protection

8.1 Definitions used within this clause have the meaning given to them in the Data Protection Act 1998 (DPA) and General Data Protection Regulation (GDPR).

8.2 Personal Data is processed only to comply with Conduct Matters Ltd's obligations to provide services to its Customers.

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

8.4 All Personal Data will be processed any Personal Data 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 student.

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 Personal Data, provided that the sub-contractor's contract contains data protection terms which are substantially the same asits own.

8.10 E-learning courses paid for via the Conduct Matters Ltd e-learning portal will be processed via PayPal and subject to PayPal Data Protection. Conduct Matters Ltd has not responsibility for any failure on the part of PayPal.

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

8.12 Conduct Matters Ltd will only contact people about new e-learning if they have agreed to this form of communication. People on this mailing list have the option to opt-out in each email.

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 Customer. 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 Customer.

9.6 If any provision of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected thereby.

9.7 Force Majeure: No party shall be held to be in breach of its obligations hereunder (except in relation to 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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