1. The Provider: Grey Matter Learning Limited
2. The Partner: The purchaser of services as stated on the invoice
3. Pricing Plan: 12 month subscription as stated on the invoice
4. Price: As stated on the invoice
5. Quantity: As stated on the invoice
6. The Product: Access to Click Care Leaders Programme courses
7. Payment:

(a) The Partner accepts these terms and conditions as soon as the invoice has been generated and upon payment.
(b) Payment for the Product will be based on the number of licences purchased by the Partner and can be increased thereafter, as per usage.
(c) Payment for The Product must be made before access to The Product is granted.
(d) If any payment due to the Provider is not made in accordance with these terms and conditions, the Provider will be entitled to:
(1) Suspend licence provision and any other services to be performed under any other arrangement to the Partner. A reconnection charge of £50 plus VAT will be applied to the Partner, in order for services to be resumed;
(2) Terminate with immediate effect and pursue outstanding payment(s).

8. Terms:
(a) Each person using Click (“Learner”) requires their own licence, for which they need their own valid email address (not a generic or shared username). Each Learner may access and use the Product an unlimited number of times during the period of the Plan. The Provider reserves the right to deactivate any generic or shared accounts.
(b) The licences are solely for use by the Partner and resale of licences is not permitted without the express written permission of the Provider.
(c) No refunds are available for licences that are not used.
(d) Bulk import for adding large numbers of Learners and organisational structures can be set up by the Purchaser through the system.
(e) The number of licences reflect the number of Learners set up to use Click at any one time. Recycling of licences is not permitted. Licences are transferable for a £15 plus VAT admin fee for any unstarted licences.
(f) Inactive licences held on Click, e.g. for long-term leave or HR purposes (provided there is a legitimate business reason for keeping them) are chargeable as a standard licence.
(g) Every licence allocated to a Learner is billable at the agreed price.
(h) If the Partner wishes to issue communications to any of its Learners to promote the services of the Provider, then the Provider is willing to assist in this process.

9. Technical:
(a) The Provider will securely host the Product and there will be no requirement for the Partner to download or buy additional software to run or access Click. Full details of hosting security details are available upon request.
(b) Learners will need to be able to access the internet with up-to-date operating systems. The Provider is not responsible for the provision of hardware or internet access, or the quality of these.
(c) While it is unlikely to occur, the Provider is not responsible for any damage to data, software, hardware, telecommunications or other equipment (including damage caused by virus transmission) that the Partner may experience as a result of visiting the Provider’s website or any of its links. The Provider has implemented centralised, automated virus detection and virus software updates. All of the Provider’s PCs have anti-virus software installed to detect and remove any virus automatically. The internal anti-virus policy stipulates that individuals must not: remove or disable anti-virus software; attempt to remove virus-infected files or clean up an infection, other than by the use of approved anti-virus software and procedures, and; report immediately any system warnings or behaviours that might indicate a virus, malware or unauthorised access has occurred.

10. Intellectual Property Rights:
(a) Materials, documents, web pages and learning resources including eLearning and assessments may not be copied, reproduced or disclosed to any third party without prior written consent of the Provider. The Product contains intellectual property owned by the Provider that cannot be used without a licence agreement or written permission. Some of the learning content may from time to time be licensed to the Provider by a third party and protected under their intellectual property rights and cannot be used without a licence agreement or written permission. Please check and seek permission with the Provider to avoid infringing copyright.
(b) The Provider allows the Partner to print and locally save copies of assessment results, training needs analysis, reports and certificates. The Partner will be responsible for the safe use, destruction and storage of data and also compliance with General Data Protection Regulations (“GDPR”).
(c) The Provider’s website may contain information and links to and from other online resources. The Provider does not maintain or control the content of these resources and the inclusion of such links does not imply that the Provider endorses or guarantees the reliability or accuracy of the information they contain.

11. Implementation and Support:
(a) The Partner will need to plan and prepare for Click implementation at the appropriate level for their organisation. The Provider will make available reasonable support and Learner guide resources.
(b) The Provider offers the use of a Customer Service Desk to the Partner during normal office hours.

12. Changes:
(a) The Provider reserves the right to increase its pricing by giving the Partner 90 days’ written notice
(b) The Product and all information contained within the website of the Provider is subject to alteration with or without notice.
(c) The Provider reserves the right to change and update subjects and resources, to add extra resources and to remove subjects and resources which become obsolete.

13. Cancellation:
(a) The Partner has no right to cancel these terms and conditions. No refunds are available for unused licences, part months or unused months. Unused licences may be transferred for a £15 plus VAT administrative fee.
(b) A reconnection charge will be applied to the Partner should the Partner require access to be reactivated following cancellation of the contract within the specified time period.
(c) Upon written notice of cancellation or termination, the Provider reserves the right to contact individual Learners set up under the Partner’s account to support them to continue directly accessing their electronic learning records via Click. Irrespective of whether such an arrangement is made, data will be held for a 12 month period after the end of the cancellation period. The Provider can reactivate this data for the Partner at any point during this 12 month period for the purpose of inspection or re-engagement, subject to the payment of licence fees. Once deleted, this data is non-retrievable.
(d) Individual licences can be paused at the discretion of the Provider. If a Pricing Plan is paused, all access will cease immediately for that licence(s).

14. Privacy and Data Protection:
(a) The Provider is registered with the Information Commissioner’s Office (registration number Z1710421), the designated statutory authority. The Provider will need to hold personal data obtained in order to provide the Product to the Partner. The Partner hereby allows the Provider to hold and process personal data obtained about the Partner and the Learners (including usernames and passwords).
(b) The Provider does not provide information to any third parties without the consent of the Partner. The Provider takes reasonable technical and procedural precautions to prevent the loss, misuse or unauthorised alteration of personal data. The Provider will inform the Partner about other products and services of the Provider, but the Partner may stop receiving such messages at any time by contacting the Provider. Full details of our Privacy Policy can be found on the Provider’s website. Any personal data will be treated in accordance with GDPR.
(c) Where the Provider acts as a Data Processor under the General Data Protection Regulations (GDPR), they will act in accordance with these regulations except where a local (English) law or regulatory frameworks require compliance from the Provider, for example where the Data Subject’s or Data Controller’s right to erasure conflicts with law enforcement.
(d) Where the Provider acts as a Data Controller under GDPR, they will act in accordance with these regulations except where a local (English) law or regulatory frameworks require compliance from the Provider, for example where the Data Subject’s right to erasure conflicts with law enforcement. The Partner must make sure that any data that identifies people e.g. those being cared for is not recorded on Click to comply with GDPR. When adding evidence about situations relating to individuals, names must be changed to protect their identity.