CPD Tag Terms and Conditions
These Terms and Conditions govern registration for and use of CPD Tag. The Provider requires Users to accept them when registering for services that require an account. Please read them alongside the CPD Tag Privacy Policy.
1 Definitions
1.1 In these Terms and Conditions:
"Access Credentials" means the email addresses, passwords and other credentials enabling access to the Hosted Services;
"Agreement" means a contract made under these Terms and Conditions between the Provider and the User;
“CPD Host” means an organisation authorised to create or administer CPD events using the Hosted Services;
“Data Protection Laws” means the UK General Data Protection Regulation, the Data Protection Act 2018 (as amended), and any other applicable UK legislation governing personal information, including relevant electronic communications rules;
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the User;
“Effective Date” means the date on which the User accepts these Terms and Conditions through the Registration Form and registration is accepted by the Provider;
“Force Majeure Event” means an event outside the reasonable control of the party affected, including serious telecommunications or power failures, malicious attacks, natural disasters, industrial disputes, war or changes in law;
“Hosted Services” means the CPD Tag service made available online by the Provider in accordance with these Terms and Conditions;
“Intellectual Property Rights” means copyrights, database rights, trade marks, design rights, patents, rights in confidential information and any other intellectual property rights recognised by applicable law;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom – i.e. information that relates to an identified or identifiable individual;
"Platform" means the CPD Tag platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Privacy Policy” means the CPD Tag Privacy Policy as published on the platform and updated from time to time;
“Provider” means Routine One Ltd, the organisation that operates and provides CPD Tag;
“Registration Form” means the online CPD Tag registration process through which a User enters into the Agreement;
"Services" means any services that the Provider provides to the User under these Terms and Conditions;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the period from the Effective Date to the termination of the Agreement;
“Terms and Conditions” means this agreement and Schedule 1 (Acceptable Use Policy), including amendments made in accordance with Clause 19.3;
“User” means the individual or organisation identified in the Registration Form as entering into the Agreement;
“User Data” means information and materials uploaded to or stored through CPD Tag by or on behalf of the User, or generated through the User’s use of the Hosted Services, but excluding technical server logs and platform security records;
"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.
2 Term
2.1 The Agreement comes into force on the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 15 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Registration Form shall create a distinct contract under these Terms and Conditions.
3 Hosted Services
3.1 The Provider grants the User a non-exclusive licence to access and use the Hosted Services through the User Interface to manage their own Continuing Professional Development and, where authorised to do so, to create or administer CPD events on behalf of a CPD Host organisation.
3.2 The licence granted by the Provider to the User under Clause 3.1 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser;
3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the User under Clause 3.1 is subject to the following prohibitions:
(a) the User must not make or attempt to make any alteration to the Platform; and
(b) the User must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services.
3.4 The User must take reasonable measures to protect their Access Credentials and must not knowingly allow unauthorised use of their account.
3.5 The Provider will use reasonable endeavours to make the Hosted Services available, but does not guarantee that the service will be uninterrupted or available at all times. This clause does not limit any statutory rights.
3.6 The User must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the User or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).
3.7 The User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.8 The User must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other Users using the Platform; and the User acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the User for the purpose of assuring services to its Users generally.
3.9 The User must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the User has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4 User Data
4.1 The User grants the Provider a non-exclusive licence to store, copy, process, reproduce, adapt, transmit and export User Data only to the extent reasonably necessary to provide the Hosted Services, perform the Agreement and operate the functions described in the Privacy Policy. This includes generating requested reports and certificates, administering event registrations and making relevant event information available to the applicable CPD Host. This clause does not transfer ownership of the User Data to the Provider.
4.2 The User warrants to the Provider that the User Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7 No assignment of Intellectual Property Rights
7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the User, or from the User to the Provider.
10 Data Protection
10.1 The Provider shall comply with applicable Data Protection Laws when operating CPD Tag.
10.2 For personal information processed in operating CPD Tag accounts and platform functions, Routine One Ltd acts as data controller. The CPD Tag Privacy Policy explains how personal information is collected, used, shared, protected, retained and deleted.
10.3 The Provider shall take appropriate technical and organisational measures to protect personal information and shall ensure that service providers processing personal information on its behalf are subject to appropriate data protection arrangements.
10.4 Following account closure, personal information will be deleted, anonymised or retained as described in the Privacy Policy and in accordance with applicable Data Protection Laws. Retention of historical event information does not remove a User’s statutory rights.
10.5 CPD Hosts and Users who receive event participant information through CPD Tag are responsible for using that information lawfully and only for appropriate event-related purposes. Any separate controller or processor obligations applicable to a CPD Host shall be addressed as required by Data Protection Laws.
10.6 Nothing in this Agreement limits the rights of an individual under applicable Data Protection Laws.
11 Warranties
11.1 The User warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
11.2 Subject to the User’s rights under applicable law, the warranties and representations made by the parties about the Hosted Services are those stated in this Agreement.
12 Acknowledgements and warranty limitations
12.1 The User acknowledges that complex software may contain defects, errors or bugs. The Provider does not guarantee that the Hosted Services will be entirely free from them, but nothing in this clause limits the Provider’s obligations under applicable law.
12.2 The User acknowledges that no online service can guarantee complete security. The Provider will take appropriate technical and organisational measures as described in the Privacy Policy, and nothing in this clause limits obligations imposed by applicable law.
12.3 The Hosted Services are designed for the Supported Web Browsers. The Provider cannot guarantee compatibility with every browser, device or third-party system.
12.4 The Provider provides a platform for recording and managing professional development and events; it does not itself provide legal, financial, medical, accountancy, taxation or other regulated professional advice. The User remains responsible for assessing information supplied by other users or CPD Hosts.
13 Limitations and Exclusions of Liability
13.1 Nothing in these Terms and Conditions excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a statutory obligation where liability cannot lawfully be restricted, or any other liability that cannot lawfully be excluded or limited.
13.2 Subject to Clause 13.1 and to any rights that cannot lawfully be restricted, the limitations and exclusions in this Clause 13 apply to claims arising under or in connection with the Agreement, whether in contract, negligence or otherwise.
13.3 The User remains responsible for decisions they make based on their own CPD records or third-party content made available through the Hosted Services. This clause does not exclude liability attributable to the Provider where such exclusion is prohibited by law.
13.4 To the extent permitted by law, the Provider will not be liable for a failure or delay caused by a Force Majeure Event, provided it takes reasonable steps to reduce the effects of the event.
13.5 Subject to Clauses 13.1 and 13.2, the Provider shall not be liable for losses of profits, revenue, anticipated savings, business opportunities or other indirect or consequential losses, to the extent such exclusions are permitted by law.
13.6 The User should retain copies of important reports or other materials they download. The Provider does not guarantee against all data loss, but nothing in this clause excludes liability for loss or corruption of data where exclusion would be unlawful, including failures to exercise reasonable care and skill where required by law.
14 Force Majeure Event
14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.
15 Termination
15.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination.
15.2 The User may terminate the Agreement by closing their CPD Tag account using the facilities provided within the Hosted Services. If outstanding registrations for future events prevent self-service closure, the User may contact the Provider to arrange termination. Nothing in this clause restricts statutory data protection rights.
15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
15.4 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
16 Effects of termination
16.1 Termination brings the User’s right to access the Hosted Services to an end. Provisions that by their nature need to continue shall survive termination, including Clauses 7 (Intellectual Property Rights), 10 (Data Protection), 13 (Liability), 16 (Effects of Termination) and 19.7–19.8 (Governing Law and Jurisdiction), in each case to the extent applicable.
16.2 Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
17 Notices
17.1 Notices under this Agreement may be sent by email. Notices to the Provider should be sent to info@cpdtag.com ; notices to the User may be sent to the email address registered with CPD Tag.
17.2 A notice is treated as received when delivered to the recipient’s email server, unless the sender receives a delivery failure notification. This does not affect any method of service required by applicable law.
18 Subcontracting
18.1 The Provider may use third parties to supply hosting and other services reasonably necessary to provide and maintain the Hosted Services. Where those parties process personal information on the Provider’s behalf, the Provider will ensure that appropriate data protection arrangements apply.
19 General
19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
19.3 The Provider may amend these Terms and Conditions by giving the User at least 30 days’ notice of material changes, except where a shorter period is reasonably necessary to comply with law or respond to a security risk. A User who does not agree to a material change may terminate the Agreement, subject to the process in Clause 15.2. Changes shall not remove statutory rights.
19.4 The User hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the User's contractual rights or obligations under the Agreement.
19.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
19.6 Subject to Clause 13.1, the Registration Form, these Terms and Conditions and Schedule 1 (Acceptable Use Policy) form the entire Agreement between the parties concerning the Hosted Services, except where another agreement is expressly agreed in writing. Nothing in this clause excludes liability for misrepresentation or limits any statutory rights that cannot lawfully be excluded.
19.7 The Agreement shall be governed by and construed in accordance with English law.
19.8 Subject to any mandatory right of a User to bring proceedings in another jurisdiction, the courts of England shall have jurisdiction over disputes arising under or in connection with the Agreement.
20 Interpretation
20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
20.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
20.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 — Acceptable Use Policy
1 Introduction
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of www.cpdtag.com, any successor website, and the services available on that website or any successor website (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2 References in this Policy to “you” and “your” mean a User of the Services; references to “we” and “our” mean the Provider, Routine One Ltd.
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2 General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3 Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) constitute a breach of official secrets legislation; or
(j) constitute a breach of any contractual obligation owed to any person.
3.3 If you become aware that Content you have supplied may infringe another person’s rights or breach this Policy, you must take reasonable steps to correct or remove it.
4 Graphic material
4.1 Content made available to other users through the Services must be appropriate for its intended audience.
4.2 Content must not depict violence.
4.3 Content must not be pornographic or sexually explicit.
5 Factual accuracy
5.1 Users must not knowingly submit materially false or misleading Content, including information intended to evidence professional development, event attendance or qualifications.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
6 Negligent advice
6.1 CPD Tag may be used to provide legitimate professional development information and educational material. Users and CPD Hosts must not use it to provide unlawful, misleading or unauthorised regulated professional advice.
6.2 Content must not encourage dangerous or unlawful behaviour or knowingly provide instructions that create a serious and avoidable risk of personal injury or damage.
7 Etiquette
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorized.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
8 Marketing and spam
8.1 Users may promote legitimate CPD events through the functions provided for that purpose. Users must not use CPD Tag to advertise unrelated products or services, distribute unsolicited promotional communications or otherwise misuse the platform for marketing.
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
9 Regulated businesses
9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
9.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
9.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
10 Monitoring
10.1 The Provider may monitor use of the Services and review relevant Content or technical information where reasonably necessary for security, to investigate reported misuse, to enforce this Policy or to comply with applicable law.
11 Data mining
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12 Hyperlinks
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
13 Harmful software
13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.