Terms for associations and employers

1.1 The agreement between you and Senior Internet Ltd ("we", company number 03901114, registered office Gothic House, Barker Gate, Nottingham, NG1 1JU) is made up of your order form, these terms and our data processing agreement. If they conflict, the order form wins, then the data processing agreement, then these terms.

1.2 The agreement starts when you sign the order form or first use RiverCPD, whichever is earlier.

1.3 Your order form names your instance, your price per account, your account allowance, how you pay, and your contacts for contract, invoices and data protection.

2.1 RiverCPD includes the member app and web app; the AI coach and AuditAssist, with a monthly allowance based on your membership; the Control Panel; targets, audits, competencies, events and exports; single sign-on with your member database, or a MemberWeb portal if you don't have one; set-up from your CPD policy; importing your existing records; and support by phone and email during UK working hours.

2.2 Each association has its own database, separate from every other customer's. We host RiverCPD on Microsoft Azure in the UK.

2.3 We may improve and change RiverCPD. We won't remove a feature you use without telling you at least 90 days before.

3.1 If your order form says so, your first year is free. We offer this to up to ten new associations each year.

3.2 A month before the free year ends, we'll send you your uptake and completion figures and your price for year two.

3.3 If you don't continue after the free year, the agreement ends at the end of that year. There is nothing to pay, and you can have all your data back (section 11).

3.4 Employers do not get a free year. Onboarding for employers is free.

4.1 Associations pay £6 per member account per year, plus VAT, from year two. Employers pay £18 per person per year, plus VAT. The minimum fee is £1,500 a year. For more than 5,000 accounts, we'll quote a price.

4.2 A member account is an account on RiverCPD. With single sign-on, a member's account is created the first time they sign in with your login. If you import members, every imported member has an account. Deactivated accounts are not charged.

4.3 You buy an account allowance. If you go over it, the extra accounts are charged pro rata to the end of the year if you pay annually, or added to your next monthly invoice if you pay monthly.

4.4 Set-up, importing your existing records and moving from spreadsheets or another system are included at no extra charge. Other work you ask us for, such as new features, custom reports, data entry, training, or fixing problems caused by user error or by systems outside RiverCPD, is charged at £120 an hour plus VAT, billed in whole hours.

4.5 We may change our prices once a year, by giving you at least 60 days' notice before your renewal date.

5.1 You can pay monthly or annually, as your order form says. We invoice in advance: annually, or monthly by direct debit.

5.2 You must pay each invoice within 30 days of its date. If you don't, we may charge interest at 4% a year above the Bank of England base rate. If an invoice is still unpaid 90 days after it was due, we may suspend the service until you pay. We won't delete your data while the service is suspended.

5.3 Invoice questions go to accounts@senior.co.uk.

6.1 We set up your instance from your CPD policy: categories, targets, custom fields, audit rules, quality standard and export templates, in your brand. You approve the set-up in a walkthrough call.

6.2 Single sign-on needs your member portal's developer to connect it. We'll give them what they need; the timing depends on them. If you don't have a member portal, you can choose a MemberWeb portal.

6.3 If you ask us to import your members and their existing records, we'll import what you send us. You are responsible for the accuracy of what you send.

7.1 We aim for RiverCPD to be available 99.5% of the time each month, not counting planned maintenance. We do planned maintenance outside 9:00 to 17:30 UK time where we can, and give you at least 48 hours' notice.

7.2 If availability falls below that level in a month, you can claim a credit of 10% of that month's fee, by asking within 10 working days of the month's end. The credit is your only remedy for availability.

7.3 We back up your data every 24 hours. Incremental backups are kept for 30 days and full backups for 90 days, all in the UK.

7.4 Support is by phone and email from 9:00 to 17:30 UK time, Monday to Friday, except bank holidays. We aim to respond and resolve as follows:

7.5 Support covers faults and help using RiverCPD for your administrators. Members' how-to questions go to you first. New features, custom reports and problems caused by systems outside RiverCPD, such as your member portal, are not included.

8.1 You are responsible for:

• who you give Control Panel access to, and removing access when staff leave
• your scheme's rules, and the decisions your staff and auditors make, including audit outcomes
• telling your members how you use their data, in your own privacy notice
• the accuracy of the member data and records you give us
• your member portal and its sign-in, if you use single sign-on

8.2 AuditAssist and the AI coach give guidance. They never pass, fail or refer anyone back. Your auditors decide.

8.3 You decide whether the AI coach is switched on for your scheme. Members can also switch it off for themselves.

8.4 You must not use RiverCPD for anything unlawful, or try to get into another customer's data.

8.5 Sanctions. You confirm that neither you nor anyone you give access to RiverCPD is named on the UK sanctions list, and you won't use RiverCPD, or let anyone use it, in breach of UK sanctions or any other sanctions law that applies to you or to us. We may block access to RiverCPD from any country or region subject to UK sanctions. We may suspend an account, or the Services, where we reasonably believe that providing them would breach sanctions law, and we'll tell you first unless the law stops us. If you become subject to sanctions, we may end this agreement straight away. Neither of us is liable for anything done, or not done, to comply with sanctions law.

9.1 For your members' and staff's data, you are the controller and we are your processor. Our data processing agreement forms part of this agreement. It applies wherever you and your members are, and sets out how we handle that data, including our security measures, sub-processors, access by our staff from other countries and the safeguards for it, breach notification within 48 hours, audits, and return and deletion.

9.2 Our current sub-processors are listed at rivercpd.com/dpa/sub-processors. We'll tell you before we add or replace one.

10.1 Each of us will keep the other's confidential information confidential, and use it only for this agreement. This continues after the agreement ends.

10.2 You own your data, including your members' records. We own RiverCPD, its software and its documentation. You and your members may use RiverCPD during the agreement.

11.1 After any free first year, the agreement runs for 12 months at a time and renews automatically, unless either of us gives at least 90 days' written notice before the renewal date.

11.2 Either of us may end the agreement straight away by written notice if the other:

• seriously breaks it and doesn't put things right within 30 days of being asked to, or
• becomes insolvent or stops trading.

11.3 When the agreement ends:

• members can still export their own records until the end date, and we'll remind you to tell them;
• if you ask before the end date or within 30 days after it, we'll give you a full export of your scheme's data in a standard format, such as CSV, within 30 days;
• we'll delete your data from the live system within 30 days of the end date, and it will expire from our backups within 90 days, unless the law requires us to keep it.

11.4 Sections 9, 10, 11.3 and 12 continue after the agreement ends.

12.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

12.2 Neither of us is liable for loss of profit, revenue, business or goodwill, or for indirect or consequential loss.

12.3 Apart from that, each party's total liability in any 12 months is limited to 125% of the fees you paid in the 12 months before the claim. The same limit applies under the data processing agreement.

12.4 During a free first year, our total liability is limited to £1,000.

13.1 Events outside our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including a denial-of-service attack. We'll tell you as soon as we can and do what we reasonably can to limit the effect.

13.2 Changes to these terms. We may update these terms. We'll give you at least 60 days' notice of any change that affects you. A change applies from your next renewal, unless it is required by law.

13.3 Notices. Notices go by email to the contacts in your order form, and to accounts@senior.co.uk for us.

13.4 Transfer. Neither of us may transfer this agreement without the other's written consent, except that we may transfer it to a company that takes over RiverCPD, if it keeps to these terms.

13.5 Whole agreement. This agreement is the whole agreement between us about RiverCPD. If a court finds part of it invalid, the rest still applies. Only the parties to it can enforce it.

13.6 Law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.