Terms and Conditions for CPDmatch education providers and publishers
CPDmatch Terms and Conditions of Service (Last updated: 28-10-2023)
This agreement is between: (1) you, the organisation authorised to use CPDmatch (‘Provider’); and (2) us, Golden-Haze Ltd (company registration number: 11106135, registered office: SME Centre of Excellence, 17 Main Street, Ponteland, Newcastle Upon Tyne, NE20 9HN) (‘GH’, ‘We’ or ‘Us’).
This agreement describes how you may use CPDmatch and is made up of these terms and conditions, our Privacy Policy and our Cookie Policy. This agreement starts from the earliest date you tick a box or click on a button to confirm that you accept this agreement during the CPDmatch sign up process (Effective Date) and such action shall constitute acceptance of all the elements of this agreement.
If you do not accept this agreement you will not be able to use CPDmatch.
We may change these terms and conditions or our Privacy Policy at any time. We will make reasonable efforts to communicate any changes to you by sending an email to you. Continued use of CPDmatch by you in these circumstances will be deemed acceptance of all such changes.
1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement:
Account Owner - an individual who manages and oversees an account on behalf of a Provider;
Business Day - a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Change of Control - the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company;
Commencement Date - the date upon which these terms and conditions are accepted;
Confidential Information - information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11;
Corporate Provider - a company whose primary role is not educational, but who provides education in order to support its core business; e.g. a pharmaceutical company providing education in a therapy area were it markets its products. In a high majority of these, it will be the case that the content will be created by an external provider sponsored by the corporate company.
CPDmatch - the website available at www.cpdmatch.co.uk;
CPD Opportunities - Continuing Professional Development opportunities made available by a Provider on CPDmatch;
Data controller, data processor and personal data - have the meanings as set out in the Data Privacy Legislation;
End Users - individuals or organisations that use CPDmatch to identify CPD Opportunities;
Hotspot Data - anonymous aggregated filter locations for professions, specialities and interests;
Listing - an advert setting out details of a CPD Opportunity entered onto CPDmatch by a Provider;
NHS Associated or Planetary Health - a profession, speciality or clinical interest college, association, society or council which is accessible to healthcare professionals through membership; a university, deanery, school or other academic institution directly providing or supporting the training of under and post-graduate healthcare professionals; a charitable organisation whose sole purpose is to provide training and/or promote high quality practice to healthcare professionals; an employer of NHS staff from primary, secondary or tertiary sectors or an organisation providing education related to ‘environment and sustainability'.
Independent Provider - a company that specifically provides healthcare education and exam preparation for profit and does not fall into the category of an NHS Organisation; or a non-NHS 'independent' healthcare provider and/or employer;
Provider Data - the data inputted by the Provider in accordance with this agreement for the purpose of using CPDmatch or facilitating a Provider's use of CPDmatch;
Push Credits - credits purchased by a Provider which can be used to list CPD Opportunities or access other functionality on CPDmatch;
Services - those services provided by GH through CPDmatch, as listed in clause 5;
Team Members - an individual who is authorised by an Account Owner to access a Provider’s CPDmatch account;
Virus - any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes email but not fax.
1.7 References to clauses are to the clauses of this agreement.
2. Use of CPDmatch
2.1 CPDmatch lets you advertise CPD Opportunities on a single, searchable website alongside listings entered by other providers, allowing End Users to search for CPD Opportunities based on a series of filters. Providers can sign-up for CPDmatch at any time by entering:
2.1.1 the first and last name of the Account Holder;
2.1.2 the Provider’s full company name;
2.1.3 whether the Provider is 'NHS', Independent or Corporate Organisation;
2.1.4 a company address;
2.1.5 a username (email address); and
2.1.6 a password.
2.2 Providers will be given access to a web portal at www.cpdmatch.co.uk for an Account Owner, who will be given certain administrative rights over content relating to the Provider. The Account Owner will be the person who first registers their details. If an Account Owner leaves or intends to leave an organisation (on a permanent or temporary basis) they must reassign the role of Account Owner to another Team Member. It is the Provider’s sole responsibility to ensure that there is always at least one active Account Owner.
3. Listings
3.1 At the Commencement Date, Providers assume control of and accept responsibility for the accuracy and suitability of all data relating to their Listing(s), and all data under the control of a Provider becomes Provider Data.
3.2 In the event that a Provider breaches these terms and conditions, GH reserves the right to remove all (or any part of) a Listing without liability to the Provider, or require a Provider to amend such Listing at any time where GH considers that it may be inaccurate, misleading or otherwise confusing for an End User.
3.3 The Provider warrants that:
3.3.1 it owns all right, title and interest in and to all of the Provider Data and will keep its Listings accurate and up to date at all times;
3.3.2 it owns, licences or otherwise has permission to use any intellectual property it makes use of on CPDmatch;
3.3.3 it will, for every Listing, include:
3.3.3.1 the course title;
3.3.3.2 the obectives and description of the course content;
3.3.3.3 the webpage or email address for booking;
3.3.3.4 the type (on-site, hybrid, virtual, article) and sub-type (scheduled, on demand) of the CPD;
3.3.3.5 the date of the CPD Opportunity;
3.3.3.6 the cost of the CPD Opportunity to an End User;
3.3.3.7 the exact location (if on-site) at which the CPD Opportunity shall be delivered; and
3.3.3.8 business contact details (email address) for the Provider.
3.3.3.9 the subject categories relevant to the CPD.
3.3.4 it will utilise listing categories responsibly, only listing within those categories for which the course is directly relevant.
3.4 GH may, at its discretion and where requested to do so, create Listings on behalf of a Provider. However, it is the Provider’s sole responsibility to ensure that:
3.4.1 any Listing created by GH on its behalf is accurate;
3.4.2 it informs GH as soon as reasonably practicable where changes to a Listing created by GH need to be made; and
3.4.3 once GH has finalised the Listing by posting it to CPDmatch, it maintains and updates such Listings as necessary in accordance with clause 3.1.
3.5 GH shall not be liable for any inaccuracies in Listings that it creates on behalf of a Provider.
3.6 GH may at any time and without notice change details (e.g., categories) or withdraw any Listing advertised or promoted on CPDmatch without reason and without liability to the Provider.
3.7 Any content that is country specific must be clearly indicated as such in the listing by the Education Provider.
4. Push Credits
4.1 Providers will be able to purchase Push Credits, which can be redeemed to make purchases of the Services. A full list of the cost of Push Credits is available when Providers register for and log in to CPDmatch.
4.2 GH reserves the right to increase the cost of Push Credits at any time, but will notify Providers of any changes not less than 30 (thirty) days before such charges are to be applied.
4.3 Push Credits are non-refundable.
4.4 Push Credits are not subject to an expiry date.
4.5 A provider who receives free Push Credits is not liable for the cost of those specific push credits at any time.
4.6 GH reserves the right to remove Push Credits supplied for free at any time.
5. The Services
5.1 Corporate Providers may use Push Credit to purchase Listings on CPDmatch. Listings are provided free of charge to NHS and Independent Organisations.
5.2 Additionally, GH may provide the following Services, which may be purchased by Providers using Push Credits:
5.2.1 Promotion of Listings;
5.2.2 Featured Provider (which include a dedicated link from CPDmatch to all courses provided by a Provider); and
5.2.3 Such other features as may be added by GH to CPDmatch from time to time.
5.3 Additional requirements, restrictions or terms relating to Services purchased under clause 5.1 and 5.2 may be set out on CPDmatch at the time of purchase.
5.4 GH may at any time and without notice amend any Service provided through CPDmatch without reason and without liability to the Provider.
5.5 In the event of a dispute, GH shall, at its sole discretion, decide whether, for the purposes of using the Services, a Provider is an NHS, Independent or Corporate Organisation.
6. CPDmatch
6.1 GH shall use commercially reasonable endeavours to make CPDmatch available 24 hours a day, seven days a week. However, Providers acknowledge that emergency, planned and unscheduled maintenance will be required from time to time. GH will use reasonable endeavours to notify Providers in advance of any planned maintenance.
6.2 GH shall provide support services to Providers which can be accessed by calling +44 7796 204580. Providers acknowledge that support will only be available between 08.00 – 18.00 GMT/BST on Business Days, subject to demand.
7. Providers
7.1 Providers shall:
7.1.1 use all reasonable endeavours to prevent any unauthorised access to, or use of, CPDmatch and, in the event of any such unauthorised access or use, promptly notify GH. Passwords shall be kept confidential and secure and changed on a frequent basis;
7.1.2 provide GH with all necessary:
7.1.2.1 co-operation in relation to this agreement; and
7.1.2.2 access to such information as may be reasonably required by GH in order to provide CPDmatch, including but not limited to Provider Data;
7.1.3 comply with all applicable laws and regulations with respect to its activities under this agreement;
7.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for GH, its contractors and agents to perform their obligations under this agreement, including without limitation third party licence approvals; and
7.1.5 promptly (and in any case within seven (7) days), notify GH if there is a Change Of Control of the Provider.
7.2 Providers shall not:
7.2.1 access all or any part of CPDmatch in order to build a product or service which competes with CPDmatch;
7.2.2 access, store, distribute or transmit any Viruses, or display or otherwise provide access to any material during the course of its use of CPDmatch that:
7.2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
7.2.2.2 facilitates illegal activity;
7.2.2.3 depicts sexually explicit images;
7.2.2.4 promotes unlawful violence;
7.2.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
7.2.2.6 is otherwise illegal or causes damage or injury to any person or property; or
7.2.2.7 is untrue or that you believe may not be true, or that misrepresents or does not accurately reflect what you believe to be true or amounts to mis-selling of a particular service or product.
7.3 GH reserves the right, without liability or prejudice to its other rights to the Provider, to disable the Provider’s access to CPDmatch and remove any material that breaches the provisions of this clause.
8. Data Protection
The Provider must enter the name of an Account Holder, and a business address and business email address. The Provider agrees that we may use this to contact the Provider in order to effectively administrate the Services. Any personal data provided to GH will be processed in accordance with our privacy notice.
9. GH’s obligations
9.1 GH:
9.1.1 undertakes that CPDmatch will be provided with reasonable skill and care;
9.1.2 does not warrant that Provider use of CPDmatch will be uninterrupted or error-free or that CPDmatch will meet the Provider’s requirements or provide any particular outcome or output; and
9.1.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Providers acknowledge that CPDmatch may be subject to limitations, delays and other problems.
9.2 This agreement shall not prevent GH from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this agreement.
9.3 GH warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
10. Proprietary rights
10.1 Providers acknowledge and agree that GH and/or its licensors own all intellectual property rights in CPDmatch. This agreement does not grant Providers any rights to, or in, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of CPDmatch.
10.2 GH confirms that it has all the rights in relation to CPDmatch that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.3 GH reserve the rights to reproduce any course listing on CPDmatch on its Twitter (X), Linkedin, Instagram and Facebook social media pages.
11. Confidentiality
11.1 Providers and GH may be given access to Confidential Information in order to perform its obligations under this agreement. Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the receiving party’s lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Providers acknowledge that details of CPDmatch constitute GH’s Confidential Information.
11.3 The parties shall hold Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. The parties shall take all reasonable steps to ensure that any Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12. Indemnity
The Provider indemnifies GH against any claim that Provider Data infringes any United Kingdom copyright, trademark, database right or right of confidentiality effective as of the Effective Date, and shall indemnify GH for any amounts awarded against GH in judgment or settlement of such claims.
13. Limitation of liability
13.1 This clause 13 sets out the entire financial liability of GH (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Provider:
13.1.1 arising under or in connection with this agreement;
13.1.2 in respect of any use made by the Provider of CPDmatch and or any part of it; and
13.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
13.2.1 the Provider assumes sole responsibility for its use of CPDmatch. GH shall have no liability for any loss suffered by the Provider in connection with CPDmatch;
13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
13.2.3 CPDmatch is provided to the Provider on an "as is" basis.
13.3 Nothing in this agreement excludes the liability of GH for:
13.3.1 death or personal injury caused by GH’s negligence; or
13.3.2 fraud or fraudulent misrepresentation; or
13.3.3 any other liability which it is not possible to exclude liability for under English law.
13.4 Subject to clause 13.1 and clause 13.2:
13.4.1 GH shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
13.4.2 GH’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total amount paid to GH for the Services in the twelve (12) calendar months immediately preceding the date on which the claim arose or £500, whichever is higher.
14. Termination
14.1 Providers are not subject to minimum term commitments and may cease using CPDmatch at any time.
14.2 Without affecting any other right or remedy available to it, GH may terminate this agreement with immediate effect by giving written notice to the other party if:
14.2.1 the Provider commits a material breach of any other term of this agreement which cannot be remedied or (if such breach can be remedied) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
14.2.2 the Provider repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
14.2.3 complaints are received about a Provider which GH reasonably considers are justifiable, or may harm the reputation of GH or CPDmatch.
14.3 For the purposes of clause 14.2.1, a material breach shall include (without limitation) a breach of clauses 3.3 or 3.4 (Listings), clause 7 (Providers), clause 11 (Confidentiality) or clause 12 (Indemnity).
14.4 GH may delete a Provider’s account at any time without notice or liability to the Provider where it considers that the Provider has committed a breach of this agreement.
14.5 Where GH decides to delete a Provider’s account, GH will delete any Provider Data as soon as soon as reasonably practicable.
14.6 Without affecting any other right or remedy available to it, GH may terminate this agreement if there is a Change of Control of the Provider.
15. Effect of Termination
15.1 On termination of this agreement for any reason:
15.1.1 GH may remove any CPD Opportunities listed by a Provider on CPDmatch;
15.1.2 GH may destroy or otherwise dispose of any of the Provider Data in its possession (if any);
15.1.3 no refund of any Push Credits shall be due; and
15.1.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15.2 Should a Provider attempt to re-register for CPDmatch following termination for any reason, GH is under no obligation to accept such Provider.
16. Force Majeure
Neither party shall be liable under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or (in the case of GH) default of GH’s sub-contractors, provided that the Provider is notified of such an event and its expected duration.
17. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20. Severance
20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21. Entire agreement
21.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
21.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
22. Assignment
22.1 Providers shall not, without the prior written consent of GH, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 GH may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25. Notices
25.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to cpdmatch@gmail.com for GH or the email address you used to register for the Provider.
25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
26. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
27. Jurisdiction
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).