Terms and Conditions

C M NETWORK LIMITED: General Terms and Conditions

0. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

  • “Agreement” means these Terms and Conditions together with any Order Form and any related policy documents referenced herein.
  • “CMN” means C M Network Limited (Charity Mentoring Network), company number 14354038, with registered office at Unit 3 Ambrose House, Meteor Court, Barnett Way, Barnwood, Gloucester GL4 3GG.
  • “Customer” means the subscribing organisation entering into this Agreement with CMN. (For the avoidance of doubt, Customers are not Data Controllers or Data Processors in respect of the operation of the Platform or the Services. Customers purchase the ability for their staff and volunteers to join the Platform, and enter into a Data Sharing Agreement with CMN to receive reports and information relating to their staff’s and volunteers’ use of the Platform).
  • “Subscription” means the rights granted to the Customer to access and use CMN’s services, resources, and Platform features for the agreed period.
  • “Order Form” means the order, quotation, proposal, or agreement signed or confirmed by the Customer setting out the Subscription details, fees, agreed period, and number of permitted and authorised users.
  • “Services” means the mentoring services, community resources, administrative support, reporting, and access to the Platform as described in this Agreement.
  • “Materials” means the content of the CMN website, for online resources, and any offline content or equipment provided for access to offline content.
  • “Platform Provider” means the third-party platform provider engaged by CMN to deliver the coaching and mentoring platform, as identified in Schedule 1.
  • “Platform” means the coaching and mentoring platform delivered by the Platform Provider and used by CMN to provide the Services.
  • “Data Protection Legislation” means all applicable laws relating to the processing of personal data and privacy, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations (PECR), and the Data Protection and Digital Information Bill (DUAA) if and when in force.
  • “Data Controller” means CMN, which determines the purposes and means of processing personal data within the Platform and CMN’s systems.
  • “Data Processor” means the Platform Provider, which processes personal data on behalf of CMN under a binding Data Processing Agreement.
  • “Recipient” means the Customer, who receives reports and analytics concerning its own staff/volunteers under the Data Sharing Agreement, but who does not determine the purposes or means of processing personal data within the Platform.
  • “Data Sharing Agreement” means the agreement entered into between CMN and the Customer, which governs the sharing of reports about the Customer’s staff/volunteers.
  • “Confidential Information” means any information disclosed by one party to the other under this Agreement that is marked as confidential, or that should reasonably be understood to be confidential given its nature.
  • “Force Majeure Event” means an event beyond a party’s reasonable control, including but not limited to natural disasters, epidemics, war, terrorism, strikes, or failures of third-party suppliers.

    1. Agreement

    1.1 These Terms and Conditions govern the Customer’s use of CMN’s Services.
    1.2 By subscribing, the Customer accepts these Terms.

    1. Delivery of the Subscription:

      2.1 Delivery Method – Coaching and Mentoring Platform (the Platform).
      2.2. Access to online CMN Community network & shared Member Resources.
      2.3. CMN act as the support company for the purpose of concluding the Subscription and providing the Services.
      2.4 There will be support available via the Platform provider, and any technical issues/bugs/fixes will be included and dealt with accordingly.
      2.5. Upon receipt of your signed Order Form, we will assist in engaging your people to become online mentors and mentees.

       

      3. Subscription Period

      3.1 The Subscription runs for the period stated in the Order Form (which may be our minimum term of one year, or several years as agreed).
      3.2 When that period ends, the Subscription will automatically renew for 12 months at a time, unless either party provides cancellation notice in writing at least 30 days before the renewal date.
      3.3 A renewal invoice will be sent automatically in the month before the Subscription ends, unless either party cancels in writing at least 30 days before the renewal date.
      3.4 One-off orders or services (where expressly agreed) are provided for a fixed period or single delivery only, and do not renew automatically.

    4. Fees

    4.1 We will always endeavour to obtain a Purchase Order number before issuing an initial invoice. Where this is not possible, or we are requested by you not to do so, we will try to quote a contact name to indicate your ordering person.
    4.2 Invoices are payable in full 14 days from the invoice date, by bank transfer or BACS transfer of monies, unless otherwise agreed 
    4.3. Interest on overdue amounts will be payable from the date payment becomes due until the date of payment at a rate of 8% above Bank of England base rate.
    4.4 Subscription fees are due annually in advance unless otherwise agreed.
    4.5 We may increase the Subscription fees once per year at the time of renewal. Increases may be (a) in line with the rate of inflation, or (b) higher, provided we give you at least 60 days’ written notice before the renewal date.
    4.6 All fees exclude VAT unless otherwise stated.
    4.7 In the event that any invoice remains unpaid beyond the agreed payment terms, CMN reserves the right to engage a debt collection agency to recover the outstanding balance, and the customer shall be liable for all associated costs, fees, and interest incurred in the recovery process.

    5. Provision of Service

    5.1 CMN will provide the Subscription services as described in your Order Form or agreed in writing.
    5.2 CMN shall provide the Services with reasonable care, skill, and diligence.
    5.3 CMN may update, improve or modify the Platform and Services from time to time, provided functionality is not materially degraded. 
    5.4 Customers must ensure their authorised users comply with these Terms.
    5.5. CMN act as the support company for the purpose of concluding the Subscription and providing the Services.
    5.6 There will be support available via the Platform provider, and any technical issues/bugs/fixes will be included and dealt with accordingly.

    6. Warranties

    6.1 CMN warrants that it shall provide the Services using reasonable skill and care.
    6.2 Except as expressly stated, all warranties, conditions, or other terms implied by law are excluded to the fullest extent permitted.

    7. Intellectual Property

    7.1 All intellectual property rights in the Services and Materials remain vested in CMN or its licensors.
    7.2 Customers receive a non-exclusive, non-transferable licence to use the Services and Materials internally for the Subscription period.

    8. Use of Service

    8.1 The Customer shall not use the Services:

    a) for unlawful purposes;
    b) to upload or distribute malicious code; or
    c) in a way that infringes third-party rights.

    1. Termination

    9.1 Should you wish to terminate at the end of your contract period, CMN must receive written notice at least 30 days’ prior to your renewal date. If termination notice is not received within 30 days the Subscription will automatically renew for a further 12 month period, in line with Clause 2.
    9.2 CMN may suspend or terminate access immediately if you:

    • Breach these terms materially and fail to remedy within 14 days of notice;
    • Fail to pay fees when due.

    9.3 Termination does not affect accrued rights.
    9.4 Upon termination of this Agreement for any reason:

    • the Customer’s right to access and use the Platform and Services will immediately cease;
    • all licences and permissions granted under this Agreement will terminate; and
    • the Customer must promptly discontinue all use of the Platform and CMN’s Services.

    10. Limitation of Liability

    10.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
    10.2 CMN shall not be liable for indirect, incidental, or consequential losses. We are not liable for:

    • Loss of profits, revenue, opportunity or anticipated savings;
    • Indirect or consequential losses;
    • Loss of data where you have failed to maintain backups;
    • Any guarantee that the materials will meet your specific needs or produce any particular result.

    10.3 CMNs total liability under this Agreement is limited to the Subscription fee paid in the 12 months before the event giving rise to the claim.

    11. Assignment

    11.1 The Customer may not assign or transfer its rights or obligations without CMN’s prior written consent.
    11.2 CMN may assign this Agreement as part of a merger, restructure, or business transfer, provided the assignee agrees to be bound by these Terms.

    12. Force Majeure

    12.1 Neither party is liable for delays or failures caused by events outside their reasonable control, including acts of God, war, terrorism, strikes, epidemics/pandemics, or failures of third-party suppliers.

    13. Governing Law and Jurisdiction

    13.1 This Agreement is governed by the laws of England and Wales.
    13.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

    14. Confidentiality

    14.1 Both parties agree not to share any confidential information about the other party’s business, customers, employees, clients, or suppliers, except as allowed in clause 13.
    14.2 A party may share the other party’s confidential information only:
    a) with its employees, volunteers, officers, advisers, or representatives who need the information to carry out rights or obligations under this Agreement (and must ensure those people also keep it confidential); or
     b) if required by law, a court, or a government/regulatory authority.

    14.3 Neither party may use the other party’s confidential information for any purpose other than fulfilling its rights and obligations under this Agreement.

    15. Data Protection & Processing (Platform Service Data)

    15.1 Roles of the Parties
     a) CMN is the Data Controller in respect of personal data processed through the Platform.
    b) The Platform Provider (as identified in Schedule 1) acts as Data Processor, processing personal data on behalf of CMN under a binding Data Processing Agreement.

    1. c) For the avoidance of doubt, Customers are not Data Controllers or Data Processors in respect of the operation of the Platform or the Services. Customers purchase the ability for their staff and volunteers to join the Platform, and enter into a Data Sharing Agreement with CMN to receive reports and information relating to their staff’s and volunteers’ use of the Platform.

    15.2 CMN Responsibilities
     CMN shall:

    • ensure processing complies with Data Protection Legislation;
    • appoint and oversee the Platform Provider as Processor under a DPA;
    • ensure data is hosted in the EU with appropriate security;
    • notify Customers of any breach materially affecting their staff/volunteers.

    15.3 Customer Responsibilities
     The Customer shall:

    • use reports received from CMN solely for internal organisational purposes as defined in the Data Sharing Agreement;
    • keep such reports confidential and secure;
    • notify CMN promptly if aware of unauthorised use or access;
    • forward any data subject requests from staff/volunteers to CMN without delay.

    15.4 Data Subject Rights
    CMN is responsible for fulfilling subject rights requests under Data Protection Legislation. Customers must assist by passing on any requests from their staff/volunteers promptly.

    15.5 Retention & Deletion
    CMN ensures personal data is only retained as long as necessary and securely deleted thereafter (see also Privacy Notice).

    15.6 International Transfers & Sub-processors
    Where CMN engages sub-processors (including the Platform Provider), these shall be bound by equivalent contractual commitments. Data shall not be transferred outside the UK/EU except under lawful transfer mechanisms.

    15.7 CMN Account Management Data

    In addition to data processed through the Platform, CMN also processes personal data directly in its own systems (including CRM, billing, and communication tools) for the purpose of account management, service administration, and legal compliance.

    1. a) In this context, CMN acts as the Data Controller, determining the purposes and means of such processing. Customers are not Data Controllers or Processors in respect of this data. The Customer is the data subject or representative providing business contact details. 
    2. b) The personal data processed may include:
    • Customer staff contact details (e.g. names, job titles, phone numbers, email, and postal addresses);
    • Contractual and billing information;
    • Records of communications and account history.
    1. c) The lawful bases for this processing are:
    • Contractual necessity (e.g. invoicing, delivering agreed services, contract administration);
    • Legitimate interests (e.g. maintaining account relationships, ensuring effective service delivery, and resolving queries);
    • Legal obligation (e.g. record-keeping, tax compliance, statutory reporting).
    1. d) Such data is retained for the duration of the customer relationship and for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
    2. e) CMN will not share CRM/account management data with third parties except as necessary for service provision (e.g. IT system providers acting as sub-processors), legal compliance, or with the Customer’s consent.

    16. General

    16.1 CMN may amend these Terms by publishing updated versions on its website. Continued use of the Services constitutes acceptance.
    16.2 Each party shall comply with applicable laws, including the Bribery Act 2010, Modern Slavery Act 2015, and Data Protection Legislation. The Customer acknowledges that its handling of staff/volunteer reports is governed by the Data Sharing Agreement entered into with CMN.
    16.3 No relaxation or delay in enforcing rights under this Agreement constitutes a waiver.
    16.4 If any provision is held unenforceable, the remainder of the Agreement remains in force.
    16.5 Notices may be served by email or prepaid post to the addresses set out in the Order Form, or as otherwise notified in writing.
    16.6 Customers shall ensure their staff are aware of applicable restrictions and health/safety obligations when using the Services.
    16.7 Security & Support – Customers shall take reasonable steps to ensure only authorised staff/volunteers access the Services. CMN shall provide technical support, by telephone or email, during business hours to designated Customer contacts (not end-users).
    16.8 Updates – If the Platform provider or CMN issues patches or bug fixes to the Services, these shall be made available at no extra charge.
    16.9 CMN may publicly announce the Customer as a subscriber to its Services, unless otherwise agreed in writing.

    Last Updated: 15th September 2025

    Schedule 1 – Platform Provider

    Current Platform Provider

    • CMN currently engages PushFar Ltd, a UK-registered company (11256306), as the mentoring platform provider to deliver the Services.

    Role

    • PushFar Ltd acts as a Data Processor on behalf of CMN.
    • CMN remains the Data Controller and determines the purposes and means of processing.
    • The Customer is a Recipient only, receiving reports under a Data Sharing Agreement.

    Security and Compliance

    • PushFar Ltd holds Cyber Essentials Plus certification.
    • Data processed through the Platform is hosted within the European Union.
    • PushFar Ltd processes personal data strictly under CMN’s documented instructions, in accordance with the Data Processing Agreement in place.

    Services Covered

    The Platform provides the mentoring and community functionality that underpins the CMN Services, including:

      • mentor/mentee matching
      • reporting and analytics
      • user activity tracking
      • account and session management

    Change of Provider

    CMN may replace the Platform Provider from time to time, provided that:

      • any new provider is bound by a Data Processing Agreement with equivalent protections;
      • Customers are notified in writing; and
      • data protection and security standards are maintained at a materially equivalent level.