Legal
The agreement between Module Six Ltd and an organisation buying seats, licences or a Validate register.
MS-LEG-002 · Second Edition · 24 September 2026 · Download the signed form (PDF)
This agreement is made between Module Six Ltd, registered in England and Wales under company number 17311940, whose registered office is c/o KRW Accountants Ltd, Henge Barn, Pury Hill Business Park, Alderton Road, Towcester, Northamptonshire, NN12 7LS (Module Six, we, us), and the organisation named in the Order (the Customer, you).
It governs every service you buy from us. Sections 1 to 9 and 12 to 18 apply to all of them. Section 10 applies to Calibrate, Educate, Activate and recruiter access; section 11 applies to Validate. You are bound only by the sections covering what your Order names.
This is a business contract. The consumer cancellation rights in MS-LEG-001 do not apply to it. MS-LEG-001 governs an individual's own account and continues to apply to your people in their own right, which section 10.3 explains.
Where your Order includes Validate, the Data Processing Agreement (MS-LEG-003) applies automatically. It is a separate document because your data protection officer will read and sign it separately, and section 12 sets out how the two fit together.
Order means the order form, online checkout, quotation or partnership arrangement by which you buy, identifying the services, the quantities, the Term and the Fees.
Seat means an entitlement for one named individual to use a service. Licence has the meaning given in section 10.2, and token the meaning given in sections 10.2 and 10.4.
Your Users means the individuals you invite, provision or record on the platform under your Order.
Term means the period stated in the Order, and any renewal of it.
Register means an Authority to Work register held in Validate, and Customer Personal Data has the meaning given in MS-LEG-003.
An Order is accepted when we confirm it or when we provision the services, whichever is earlier. Quantities are the number of seats, licences or tokens stated in the Order, and you may not exceed them.
A seat is occupied by one named individual at a time. You may reassign it when a person leaves or changes role. You may not share a seat between people, and you may not give access to anybody outside your organisation unless the Order says so.
You may buy additional quantities during the Term. Unless the Order says otherwise they are charged pro rata to the end of the current Term so that everything renews together.
Where you were provisioned through a partnership code, that code's terms, including its expiry and whether it may be used more than once, are part of your Order.
This agreement begins on the date of the Order and continues for the Term. Unless the Order says otherwise it renews automatically for successive periods equal to the initial Term, and either party may prevent renewal by giving 30 days' written notice before the end of the current Term.
We may change the Fees on renewal, and we will tell you at least 60 days before the renewal date. If you do not accept a change you may prevent renewal under the paragraph above.
3.1 Trials. Where the Order provides a trial it runs for the period stated and grants access only to the services named. A trial of one service does not grant, extend or consume a trial of another.
At the end of a trial your organisation account is disabled, not deleted. Your administrator can still sign in to buy. Your Users' individual records are not deleted and remain theirs under MS-LEG-001. We do not dissolve the organisation, because a customer who is a day late to buy should not have to be rebuilt from nothing.
You nominate administrators. An administrator acts for you, and we may treat an instruction from one as your instruction, including instructions to invite, suspend or remove a User, to buy, and to export or delete data.
You are responsible for your Users' compliance with this agreement.
You must tell your Users what you can see about them before you invite them.
Fees are those in the Order. Unless it says otherwise they are exclusive of VAT, payable in pounds sterling, and due within 30 days of the date of invoice. Card payments are taken by Stripe and are subject to Stripe's terms.
Fees are not refundable except where this agreement says so, and a reduction in the seats you use during a Term does not reduce the Fees for that Term.
5.1 Late payment. If an invoice is overdue we may charge interest at 4% above the Bank of England base rate, and may suspend access under section 15 after written notice and a reasonable opportunity to pay. Payment lifts a suspension. Suspension for non-payment deletes nothing and does not end the Term, and you remain liable for the Fees.
You and your Users must use the platforms lawfully, honestly, and for the purpose they were provided. In particular you must not, and must not permit any User to:
6.1 No general licence is granted. Some of what the platforms publish is public: the register of members, a Passport shared at a link, a certificate check. Publication for a purpose is not a licence for any purpose. No permission is granted to anybody, by any means, to use data available on or through the platforms for any purpose other than the one it was made available for. Any other use requires the express consent of the individual concerned, given either through a tool we provide for the purpose and used as intended, or in writing.
6.2 Content about third parties. Where you or a User submit content naming or describing another person or organisation, you warrant that it may lawfully be disclosed, that it is accurate and not misleading, that it is not defamatory or otherwise infringing, and that publishing it breaches no obligation owed to anybody. We cannot check this and we do not. If we receive a complaint we may hide or remove the content while we consider it, and may remove it permanently.
Breach of this section is a breach of this agreement and section 15 applies.
The platforms, the course content, the competency framework and library, assessment materials, role profiles, guidance and templates belong to Module Six Ltd. Your Order gives you and your Users a non-exclusive, non-transferable right to use them for the Term, for your own internal business purposes, and nothing more.
You may not use any of it to build a competing framework, assessment or product, and you may not republish it or incorporate it into anything you supply to a third party.
What you and your Users put into the platform remains yours or theirs, as sections 10.3 and 11 set out. Nothing here transfers ownership of it to us.
Each party will keep the other's confidential information confidential, use it only to perform this agreement, and disclose it only to those who need it and are under an equivalent duty. This does not apply to information that is public through no breach of this section, was already lawfully known, is independently developed, or must be disclosed by law, and it survives termination for three years.
Parts of the service depend on third party services that operate independently of Module Six Ltd, have their own terms and privacy policies, and are not under our control. Payment processing is handled entirely by Stripe and you are bound by Stripe's terms for it.
We remain responsible for the service we provide to you. We are not responsible for the operation, content or data practices of a third party service. Every party that processes personal data on our behalf is named in MS-LEG-004, and for a Register in MS-LEG-003, which also sets out how a change is notified.
We do not use your data, or your Users' data, to train any artificial intelligence model, and no artificial intelligence provider processes it today. If we introduce automated or artificial intelligence analysis of personal data we will name the provider in MS-LEG-004 first, and for a Register we will give notice under MS-LEG-003 before any data reaches it.
This section applies where your Order names any of them. Module Six Ltd is the data controller for all of it, and section 12 explains what that means.
10.1 Calibrate. Competence assessment and validation, bought as seats. Your reviewers and administrators can see a seat holder's competency record, CPD log and evidence, for professional development oversight and nothing beyond it. You may nominate reviewers; who may act as one, and to what standard, is set by IPP-ASM-003. Portfolio evidence is capped at 10MB per file and limited to the file types the platform accepts. A role profile or framework you create stays private to you unless you agree to it being promoted into the standard library.
10.2 Educate. Course content, module examinations and certificates, bought as a licence for a named individual or as a token pool you allocate. A redeemed token is consumed and is not returned if the individual leaves, does not complete or does not pass, because the entitlement was granted when it was redeemed. On termination, unredeemed tokens lapse and redeemed tokens are anonymised rather than deleted, so your record of what you paid for survives without holding a former user's data.
10.3 Whose record it is. An individual's competency record, CPD log, evidence and qualifications belong to that individual, not to you, even where you paid for the seat. Buying a seat buys access for a person; it does not buy rights over what that person records.
10.4 Activate. Qualification pathways and the examination engine. You buy a token pool and allocate a sitting to a named individual. Whether that individual may sit is decided by the platform on completion of the course the qualification is assessed against; the pass mark, the format, the fees and the resit interval are the Institute’s, set in IPP-ASM-001, and neither you nor we set or vary them.
10.5 Recruiter and agency access. Where your Order records you as a recruitment agency with access to the talent window inside Candidate, what you can see is what a member has chosen to publish and nothing else. Access is limited to members who have published a candidate profile and marked themselves open to work; either switch, turned off, ends your visibility of them at once. You must use member data only to identify and approach candidates for genuine opportunities, must not copy, retain, resell, redistribute or aggregate it, must keep the distinction the platform draws between what the Institute has verified and what the member has stated about themselves, and must not represent one to a client as the other. What a member publishes may name their former clients and projects. That is the member's disclosure and their warranty, not ours, and you may not treat the presence of a name as evidence they were entitled to give it. You are solely responsible for your own obligations as a controller for anything you record in your own systems.
10.6 Institute membership. You may pay for membership on behalf of your people. Paying for a membership does not make you a party to it. The grade and standing are the individual's, conduct is dealt with under IPP-GOV-001 without reference to you, and a membership you paid for runs to the end of the period paid for even if the individual leaves you.
This section applies where your Order names Validate. You are the data controller and Module Six Ltd is the processor. MS-LEG-003 is the agreement that governs it.
11.1 What it is. An Authority to Work register: a record of which of your workers hold which competencies, when they were issued and when they expire, what each worker is authorised to do, and the evidence supplied in support. It issues expiry reminders and produces reports.
11.2 Validate stands alone. Validate requires no Institute membership: access is an entitlement on the account granted from your seat count and it never reads a membership tier. It does not depend on anything in section 10, and the Institute's standards, grades, designations and complaints route do not apply to a Register or to the people on it. A Register is not a competency assessment and produces no credential.
11.3 Seats. A seat entitles one named individual, typically a manager or compliance administrator, to operate the Register. The workers recorded on it do not need seats and in most deployments hold no account at all.
11.4 What you may put on it. You decide who appears and what evidence is held. You must not upload data falling within Article 9 or Article 10 of the UK GDPR unless we have first agreed additional measures in writing: Validate is not designed to hold it and its evidence store applies no additional controls for it. A medical fitness certificate may be recorded as held, valid and expiring on a date; the underlying medical information must not be uploaded. Evidence documents are capped at 10MB per file and are stored as supplied, not inspected, verified or interpreted by us.
11.5 Reminders. The platform issues reminders before a recorded competency expires, to the addresses you record. A reminder is a convenience and not a control. We do not guarantee delivery, and the absence of one is not evidence that nothing has expired.
11.6 What the Register does not do.
You remain solely responsible for every decision taken on the basis of a Register, including a decision to deploy, to withhold work, or to certify to a third party that your workforce is cleared.
The accuracy and the currency of a Register are yours and your people’s, not ours. You are responsible for what is entered, for keeping it in date, and for acting when something expires. Your people are responsible for what they tell you about their own competence. We record what we are given and we test it against the rules you have configured; we do not know what a person actually holds and we never will.
We are not responsible for any incident, injury, loss or enforcement action arising from a person carrying out work for which they do not hold a valid competency, whether the Register showed them as cleared, showed them as not cleared, or held nothing about them at all.
11.7 Retention. We apply no retention period of our own to a Register. Records are kept until you delete them or this section ends, because how long a competence record should be kept depends on your regulatory obligations. You may specify a period in the Order and we will apply it.
11.8 Ending Validate alone. This section may be terminated without terminating the rest of this agreement, on the notice in section 16. Return and deletion of the Register are governed by MS-LEG-003, which gives you the choice and sets a ninety-day default so that inaction does not mean indefinite retention.
11.9 Photographs. You may hold a photograph of a worker on the Register so that a person checking their authority can satisfy themselves it is the same person. It is held for that and for nothing else.
11.10 Showing a Register outside your organisation. There are two ways a record leaves your organisation, and they are not the same act.
Both are controlled by you, both are recorded, and the worker can see when their card has been read.
11.11 Your people named on a record somebody else reads. A record shown outside your organisation names the people who countersigned or approved the entries in it, and the worker’s line manager. Those are your people and the lawful basis for naming them to a third party is yours. They are named because an approval with nobody’s name against it is not an approval anybody can rely on. We show no contact details and no other personal data about them, and we do not name anybody who has taken no decision on the record.
11.12 What is said to a third party, and what is not. Every surface that shows a Register outside your organisation carries wording stating that the record is the one you hold, that it is measured against the requirements recorded for the work and not against the reader’s own, and that it is not a substitute for the reader’s own checks. You must not represent it as more than that, and in particular must not represent it as a competence assessment, a clearance issued by us, or a verification of any certificate.
Section 11.6 applies unchanged to anybody who reads a Register through you. We give them no warranty, we owe them no duty in respect of it, and nothing in this section creates a contract between us and them. A third-party claim against us arising from a Register you shared falls within your indemnity at section 12.4, and our liability to you for it is capped by section 14.
11.13 What a shared record says about the worker. A record shown outside your organisation carries more about the worker than their name, and you should know what before you enable sharing.
If either of these is more than you want to leave your organisation, do not enable sharing. There is no setting that shows a role’s requirements while hiding which of them are met, because a record that did that would report a clearance nobody could check.
Which of us is the controller depends on the service, and it is not the same answer throughout.
12.1 For everything in section 10, Module Six Ltd is the controller. We decide what personal data is held and why and we answer to the individuals concerned, under MS-LEG-004. You are not the controller of your Users' records and cannot instruct us to change or delete them, because they belong to the individual and follow them when they leave. A correction to one of those records is asked for by the individual, not by you.
12.2 For a Register under section 11, you are the controller and we are the processor. MS-LEG-003 applies automatically and only where section 11 applies. You cannot opt out of it: it is the agreement Article 28 requires.
12.3 What that means in practice.
12.4 Your indemnity. You indemnify us against any claim, fine or cost arising from personal data you upload or instruct us to process in breach of section 13 or of MS-LEG-003, including where you had no lawful basis for it or failed to give the individuals concerned the information the law requires.
We warrant that we will provide the services with reasonable care and skill and that we have the right to grant the rights in section 7.
You warrant that you have the right to provide the data you upload and to instruct the processing you instruct, and that your use will comply with the law.
Except as stated in this agreement all other warranties are excluded to the extent the law permits. We do not warrant that the services will be uninterrupted or error free, and we do not guarantee any business, recruitment or compliance outcome.
13.1 Verification is an aid to a decision, not a substitute for making one. Where you rely on a member's verified profile, a Passport, a certificate check or a competence record, you remain responsible for your own due diligence, including references and any statutory checks. We review what is submitted to us and there are limits to what we can validate. We do not accept liability for a recruitment, engagement or deployment decision you take on the strength of what we publish.
13.2 Sanctions. You warrant, when you accept this agreement and each time you place an Order or pay us, that neither you nor any person who owns or controls you is designated under UK sanctions law or named on the UK Sanctions List, and that you are not acting for anybody who is. We do not provide the services in Russia, Belarus, Iran, North Korea or Cuba, or in the Crimea, Sevastopol, Donetsk, Luhansk, Zaporizhzhia or Kherson regions of Ukraine, and you must not be incorporated in any of them, pay us from a billing address in any of them, or let a User use the services from any of them. We screen the names of the people we hold against the UK Sanctions List and refuse access from the places listed. You must tell us at once if any of this stops being true.
Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.
Subject to that, neither party is liable for loss of profit, revenue, business, goodwill, anticipated saving, or any indirect or consequential loss, however arising.
Subject to the two paragraphs above, each party's total liability in any 12-month period is limited to the Fees paid or payable in the 12 months before the first event giving rise to the claim.
That cap does not apply to your obligation to pay the Fees, either party's breach of section 8, your breach of section 7, or your indemnity in section 12.4.
We may suspend your access, or a User's, where an invoice is overdue, where continued use presents a security risk to the platform or another customer, where required by law, or on a material breach of this agreement.
Where sanctions law requires it, or where the warranty in 13.2 turns out to be untrue, we will suspend or terminate at once and without notice. Where the law requires us to freeze Fees you have paid, we will hold them and not refund them, and we may be required to report you to HM Treasury.
Except where a security risk or the law requires immediate action, we will give you notice and a reasonable opportunity to put it right first. A suspension is lifted when the cause is removed. Suspension deletes nothing.
Either party may terminate this agreement, or section 11 alone, on 30 days' written notice if the other is in material breach and has not remedied it within that period, or immediately if the other becomes insolvent.
You may terminate immediately, with a pro rata refund of Fees paid for the unexpired Term, if we make a change that materially reduces the services and do not put it right within 30 days of your notice.
On termination your access ends and any Fees outstanding fall due.
We may update this agreement. It carries an edition and a date, and the version you accepted is recorded. Where a change is material we will give you 30 days' written notice and, if you do not accept it, you may terminate at the end of that period with a pro rata refund of Fees paid for the unexpired Term. A change required by law, or one that does not reduce your rights, takes effect on notice.
Notices to us go to hello@ipp.pro, and for anything under MS-LEG-003 to data@modulesix.co.uk. Notices to you go to the contact named in the Order.
Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole of its business.
Entire agreement. This agreement, MS-LEG-003 where it applies, and the Order are the whole agreement between us and replace anything said or written before. Neither party relies on any statement not set out in them. This does not limit liability for fraudulent misrepresentation.
No partnership. Nothing here creates a partnership, joint venture or employment relationship.
Third parties. Nobody other than the parties may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
Severance. If any provision is held unenforceable, the rest continues in force.
Governing law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Where an Order is placed online, acceptance at checkout by a person authorised to bind the Customer has the same effect as signature below.
This agreement is varied only in writing, signed by an authorised signatory of Module Six Ltd. Terms put forward on a purchase order, a supplier portal, a procurement questionnaire or any other document of the Customer's do not vary it and have no effect, whether or not we acknowledge that document.
Signed for and on behalf of Module Six Ltd:
Name ________________________ Position ________________________
Signature ________________________ Date ________________________
Signed for and on behalf of the Customer:
Name ________________________ Position ________________________
Signature ________________________ Date ________________________
