Terms and Conditions for Subscribing Organisations
Terms and Conditions for Subscribing Organisations
This agreement is between: (1) you, the organisation subscribing to The Climate Path (‘Subscriber’, ‘you’ or ‘your’); and (2) us, SDG4 Ltd (company registration number: 15668601, registered office: The Cloisters, Great Smeaton, Northallerton, England, DL6 2ET) (‘SDG4’, ‘we’, ‘us’ or ‘our’).
The Climate Path is provided through CPDmatch by SDG4 Ltd.
By purchasing or otherwise confirming an organisational subscription to The Climate Path, you agree to these terms and conditions.
1. The Climate Path
1.1 The Climate Path is a subscription-based education service designed to provide individuals and organisations with access to credible, expert-curated climate and environmental education.
1.2 An organisational subscription enables a Subscriber to provide access to The Climate Path to an agreed number of individual learners (‘Learners’).
1.3 The content, structure and functionality of The Climate Path may evolve over time. We may add, amend, replace or remove content where we consider this appropriate to maintain, develop or improve the service.
1.4 We do not guarantee that completion of The Climate Path, or any individual educational resource within it, will satisfy the continuing professional development requirements of any particular professional or regulatory body unless expressly stated.
2. Organisational subscriptions
2.1 Organisational subscriptions are available on either a monthly or annual basis.
2.2 The number of Learner licences included within the subscription and the applicable subscription fee will be agreed with the Subscriber at the point of purchase.
2.3 A Learner licence provides one individual with access to The Climate Path through their individual CPDmatch account.
2.4 Learner licences are transferable. A Subscriber may therefore withdraw a licence from one Learner and allocate it to another Learner, subject to any reasonable administrative or technical requirements necessary to manage the transfer.
2.5 A subscription and its associated Learner licences may only be used for the Subscriber's own workforce or other individuals expressly covered by the subscription agreement. They must not be resold or made available to another organisation without our prior written agreement.
3. Subscription fees and payment
3.1 The Subscriber agrees to pay the subscription fee agreed at the time of purchase.
3.2 Unless expressly stated otherwise, prices quoted by SDG4 are exclusive of VAT. VAT will be added at the applicable rate where required.
3.3 Payment will be made using the payment method or invoicing arrangements agreed between SDG4 and the Subscriber.
3.4 Where payment is processed through a third-party payment provider, such as Stripe, SDG4 does not store the Subscriber's complete payment card details.
3.5 Access to The Climate Path may be withheld or suspended where an amount due remains unpaid.
4. Subscription period and renewal
4.1 A subscription begins on the agreed commencement date and continues for either one month or one year, depending upon the subscription purchased.
4.2 Where a monthly or annual subscription is purchased and paid for through the CPDmatch website, it is an automatically renewing subscription. Unless cancelled before the end of the current subscription period, the subscription will automatically renew for a further period of the same duration and the applicable subscription fee will be charged using the payment method associated with the subscription.
4.3 A Subscriber may cancel an automatically renewing subscription at any time. Cancellation prevents the next renewal and associated payment but does not end the current paid subscription period. Access to The Climate Path will continue until the end of the period already paid for.
4.4 Where an annual subscription is purchased by invoice, the subscription does not automatically renew. SDG4 may invite the Subscriber to renew the subscription before or around its expiry date. If the Subscriber does not renew, access provided under the organisational subscription will end when the paid annual subscription period expires.
4.5 Subscription fees applicable on renewal may change. Where an automatically renewing subscription is subject to a change in price, SDG4 will provide reasonable notice of the new subscription fee before it is charged, giving the Subscriber an opportunity to cancel the subscription before renewal.
5. Cancellation
5.1 A Subscriber may cancel its subscription at any time.
5.2 Cancellation of an automatically renewing subscription prevents future renewal and payment. It does not ordinarily terminate access during a subscription period that has already been paid for.
5.3 Subscription fees already paid are non-refundable. If an annual Subscriber cancels during the subscription period, the Subscriber and its authorised Learners will continue to have access to The Climate Path until the end of the annual period already paid for.
5.4 If a monthly Subscriber cancels during the subscription period, the Subscriber and its authorised Learners will continue to have access to The Climate Path until the end of the monthly period already paid for.
5.5 Where an annual subscription has been purchased by invoice, the subscription will expire at the end of the paid annual period unless the Subscriber agrees to renew it.
5.6 Nothing in this clause affects any rights to a refund that cannot lawfully be excluded.
6. Learners and account management
6.1 The Subscriber is responsible for identifying the Learners who may access The Climate Path through its organisational subscription.
6.2 Individual Learners may be required to create and maintain their own CPDmatch account and agree to the applicable CPDmatch User Terms and Privacy Policy.
6.3 The Subscriber is responsible for ensuring that Learner licences are allocated only to eligible individuals covered by its subscription.
6.4 The Subscriber must take reasonable steps to prevent unauthorised access to The Climate Path and must notify SDG4 if it becomes aware of misuse of its organisational subscription.
6.5 Learner licences may be transferred between eligible individuals during an active subscription.
7. Organisational dashboard and learner information
7.1 Where provided as part of the subscription, the Subscriber may have access to an organisational dashboard allowing authorised representatives to administer Learner licences and view information relating to participation and progression through The Climate Path.
7.2 The information available through the organisational dashboard may include information such as Learner enrolment, progress and completion.
7.3 The Subscriber is responsible for ensuring that access to its organisational dashboard is restricted to appropriately authorised individuals.
7.4 Personal data will be handled in accordance with applicable data protection legislation and our Privacy Policy.
7.5 The Subscriber must use information made available through the organisational dashboard lawfully and appropriately and in accordance with its own obligations under applicable data protection legislation.
8. Certificates and learner achievement
8.1 Each Learner's progress through The Climate Path, completed learning, certificates and associated individual learning record are linked to that Learner's individual CPDmatch account.
8.2 An organisational subscription provides a Learner with access to The Climate Path but does not give the Subscriber ownership of that Learner's individual learning record.
8.3 A Learner's individual learning record remains associated with that Learner if they leave the Subscriber's organisation or their organisational licence is withdrawn or transferred to another Learner. Subject to the Learner maintaining their CPDmatch account, their previous progress and achievements will therefore remain available to them and may continue to be recognised if they subsequently obtain access to The Climate Path independently or through another subscribing organisation.
8.4 Where a Learner licence is transferred to another individual, the previous Learner's progress, learning record and certificates are not transferred with the licence. The new Learner accesses The Climate Path using their own individual CPDmatch account and learning record.
8.5 Certificates or other evidence of completion legitimately earned by a Learner remain associated with that Learner after their organisational access to The Climate Path ends.
8.6 Certificates relate to the individual Learner's participation or completion and do not constitute professional accreditation unless expressly stated.
9. The Climate Path Recognition Mark
9.1 During an active organisational subscription, the Subscriber may be permitted to use The Climate Path Recognition Mark to demonstrate its participation in and support for sustainability education.
9.2 Permission to use the Recognition Mark exists only while the Subscriber has an active subscription to The Climate Path.
9.3 When the subscription expires or is terminated, the Subscriber must cease using the Recognition Mark within a reasonable period and must not represent itself as a current subscribing or recognised organisation.
9.4 The Recognition Mark remains the intellectual property of SDG4 Ltd. Its use does not transfer any ownership or other intellectual property rights to the Subscriber.
9.5 The Recognition Mark must not be altered or used in a manner that is misleading or could reasonably imply an endorsement, accreditation or certification beyond that expressly provided by SDG4.
10. Intellectual property
10.1 SDG4 and/or its licensors retain all intellectual property rights in The Climate Path, CPDmatch, its original educational content, software, branding, graphics and associated materials.
10.2 A subscription provides a limited right for the Subscriber and its authorised Learners to access and use The Climate Path during the subscription period. It does not transfer ownership of any intellectual property.
10.3 Content made available through The Climate Path is for the personal educational use of authorised Learners unless expressly stated otherwise.
10.4 Subscribers and Learners must not reproduce, distribute, sell, commercially exploit or systematically copy content from The Climate Path without our prior written permission, except where permitted by law or by the applicable licence associated with third-party content.
10.5 The Climate Path may signpost or link to educational materials, research and other resources produced by third parties. Intellectual property rights in those materials remain with their respective owners or licensors and their use may be subject to separate terms and conditions.
11. Availability and changes to the service
11.1 SDG4 will use commercially reasonable endeavours to make The Climate Path available to Subscribers and Learners throughout an active subscription.
11.2 We do not guarantee uninterrupted or error-free access. Access may occasionally be unavailable because of maintenance, technical problems or circumstances outside our reasonable control.
11.3 We may make reasonable changes to the design, functionality, educational content or structure of The Climate Path during a subscription period where necessary to maintain, update or improve the service.
11.4 We will not materially reduce the overall nature of the service purchased by a Subscriber during a paid subscription period without good reason.
12. Subscriber responsibilities
12.1 The Subscriber must:
(a) use The Climate Path lawfully and in accordance with these terms;
(b) provide accurate information when purchasing and administering its subscription;
(c) take reasonable steps to protect account credentials and prevent unauthorised access;
(d) ensure that its authorised representatives use the organisational dashboard appropriately; and
(e) notify SDG4 promptly if it becomes aware of unauthorised use of its subscription.
12.2 The Subscriber must not attempt to copy, reverse engineer, interfere with or gain unauthorised access to The Climate Path, CPDmatch or their underlying systems.
13. Confidentiality
13.1 Each party may receive confidential information relating to the other in connection with the subscription.
13.2 Each party agrees to keep such information confidential and not disclose it to a third party except where necessary to fulfil this agreement, where the other party has agreed to disclosure, or where disclosure is required by law.
13.3 This clause does not apply to information that is already publicly available other than through a breach of this agreement.
14. Our responsibility
14.1 SDG4 will provide The Climate Path with reasonable skill and care.
14.2 We do not guarantee that use of The Climate Path will achieve any particular organisational, educational, environmental, commercial, procurement, ESG or sustainability outcome.
14.3 Nothing in these terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.3, SDG4 will not be liable for loss of profits, loss of business, loss of anticipated savings, loss of business opportunity, loss of goodwill or any indirect or consequential loss arising from use of The Climate Path.
14.5 Subject to clause 14.3, SDG4's total aggregate liability arising out of or in connection with an organisational subscription shall not exceed the greater of:
(a) the total amount paid by the Subscriber to SDG4 for The Climate Path during the twelve months immediately preceding the event giving rise to the claim; or
(b) £500.
15. Suspension and termination by SDG4
15.1 We may suspend access to The Climate Path where:
(a) subscription fees remain unpaid;
(b) we reasonably believe the subscription or Learner licences are being misused;
(c) there has been a material breach of these terms; or
(d) suspension is reasonably necessary to protect CPDmatch, The Climate Path, its Users or its systems.
15.2 Where reasonably practicable, we will give the Subscriber an opportunity to remedy a breach before terminating its subscription.
15.3 We may terminate the subscription immediately where there has been a serious or repeated breach of these terms, fraudulent or unlawful activity, or conduct that creates a material risk to SDG4, CPDmatch, The Climate Path or other Users.
15.4 Termination by SDG4 because of a material breach by the Subscriber does not automatically entitle the Subscriber to a refund of fees already paid.
16. Effect of expiry or termination
16.1 When an organisational subscription expires or terminates:
(a) the Subscriber's organisational access to The Climate Path will cease;
(b) Learner access provided through that organisational subscription will cease;
(c) the Subscriber must cease using The Climate Path Recognition Mark in accordance with clause 9; and
(d) any rights or obligations that arose before expiry or termination will remain unaffected.
16.2 Expiry of an organisational subscription does not invalidate certificates or evidence of completion legitimately earned by Learners while the subscription was active.
17. Force majeure
Neither party will be liable for a failure or delay in performing its obligations where this results from circumstances beyond its reasonable control, including failure of telecommunications networks or utilities, natural disasters, fire, flood, war, civil disturbance, industrial disputes or governmental action.
18. Changes to these terms
18.1 We may update these terms from time to time.
18.2 Where a change materially affects an existing Subscriber's rights or obligations during a paid subscription period, we will make reasonable efforts to notify the Subscriber.
18.3 Changes to the commercial terms of a subscription, including subscription fees, will normally take effect from the next subscription period unless otherwise agreed.
19. Entire agreement
These terms, together with any written quotation, order, invoice or other document expressly forming part of the subscription agreement, constitute the agreement between SDG4 and the Subscriber in relation to its organisational subscription to The Climate Path.
20. Assignment
The Subscriber may not transfer its rights or obligations under this agreement to another organisation without the prior written consent of SDG4.
SDG4 may transfer its rights and obligations under this agreement to another organisation, provided that doing so does not materially reduce the Subscriber's rights under the agreement.
21. Third-party rights
Unless expressly stated otherwise, this agreement does not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
22. Notices and contact
Questions or notices relating to an organisational subscription may be sent to:
SDG4 Ltd
The Cloisters
Great Smeaton
Northallerton
England
DL6 2ET
Email:[email protected]
23. Governing law and jurisdiction
23.1 This agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
23.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.