me:mycoach

Terms & Conditions of Service

The Me:mycoach service is provided and licensed to you by Exceptional Achievement Limited (theCompanywe or us). We are a company incorporated in England and Wales with company number 4410446 and our registered office is at 64 Harpur Street, Bedford, Bedfordshire, MK40 2ST. Our VAT number is 796670862.

These terms and conditions of service (Terms of Service), together with our Website Terms of UsePrivacy Policy and Cookies Policy, govern your access to, and use of, the Services (as defined below) made available to you by or on behalf of the Company via the website at www.memycoach.com (the Website).

Please read these Terms of Service, the Website Terms of Use, the Privacy Policy and the Cookies Policy carefully and make sure that you understand them before using or accessing the Services. You should print a copy of these Terms of Service or save them to your computer for future reference.

Please note that these Terms of Service apply to business customers only. If you wish to purchase a Subscription Package as a consumer (meaning for purposes that are wholly or mainly outside of your trade, business, craft or profession), please contact us before placing your order. 

Before using the Services, you will be asked to agree to these Terms of Service in accordance with clause 2.1 or clause 2.2 below. By indicating your agreement to these Terms of Service, you agree to (and in the case of Corporate Users, you shall procure that your Licensed Corporate Users shall) observe and comply with these Terms of Service, the Website Terms of Use, the Privacy Policy and the Cookies Policy and to be legally bound by them. If you do not wish to accept and be bound by these Terms of Service, the Website Terms of Use, the Privacy Policy and/or the Cookies Policy, you should not accept these Terms of Service and you will not be able to proceed with the registration process or use the Services.

Where you are entering into these Terms of Service on behalf of your company, entity or organisation, you confirm that you are duly authorised to enter into these Terms of Service and a legally binding agreement on behalf of your company, entity or organisation. 

We may amend these Terms of Service from time to time. The date on which these Terms of Service were last updated is set out at the bottom of these Terms of Service. Every time you wish to use to purchase or renew a subscription to use any of the Services, please check these Terms of Service to ensure you understand the terms which will apply at that time.

Definitions

In these Terms of Service, the following words shall have the meaning set out below:

Access Details: means the user name, password and/or such other security devices or details, in whatever form, issued to or selected by you, or in the case of a Corporate User issued to or selected by the Licensed Corporate Users, from time to time, in order to enable you and/or the Licensed Corporate Users to access and use the Services;

Annual Subscription Package: a subscription to use the Services for an Annual Subscription Term;

Annual Subscription Term: has the meaning given in clause 3.5;

Company Materials: anydocuments, information, data, software, diagrams, images, videos, podcasts, Test Results, and any other materials in any form provided, created or made available to you, or in the case of a Corporate User to any Licensed Corporate User, by or on behalf of the Company as a result of or in connection with your or the relevant Licensed Corporate User’s use of the Services; 

Confidential Information: confidential commercial, financial, marketing and/or technical information, know-how, trade secrets and other information in any form or medium whether disclosed or made available orally or in writing before or after commencement of the Services, including without limitation, in the case of the Company, any confidential information forming part of the Company Materials and, in the case of you or any Licensed Corporate User, any confidential information forming part of Your Content;

Confirmation Email: shall have the meaning given to it in clause 2.5;

Content: means any information, data, communication or other content, documents or materials uploaded, transferred or submitted to the Website using, through or in connection with the Services;

Corporate User: where you enter into these Terms of Service on behalf of a company, entity, organisation or other business, that company, entity, organisation or business, as the context so requires;

Fees: the fees payable in respect of your Subscription Package, as set out on the Website;

Intellectual Property Rights: means copyright, moral rights, rights in software, rights in databases, patents and rights in inventions, trade marks, rights in business names and domain names, goodwill and the right to sue for passing off, designs, know-how, trade secrets and other rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered including applications for registration and the right to apply for registration for any of the rights listed above that are capable of being registered anywhere in the world, and all other rights having equivalent or similar effect anywhere in the world;

Licensed Corporate User: means a user for whom a Subscription Package has been purchased by, and who is authorised to use the Services and/or the Website on behalf of, a Corporate User;

Online Account: means the online account for which you, or in the case of a Corporate User a Licensed Corporate User, registered in order to use and access the Services and which is accessible on, or via, the Website using the Access Details;

Order: any request or order placed or submitted by you to us in order to subscribe for any of the Services;

Services: means the Me:mycoach service providing training and performance improvement services for professional coaches, the provision of any Company Materials and any related features and services made available or provided to you, and in the case of a Corporate User the Licensed Corporate Users, by or on behalf of the Company from time to time from or via the Website or any other means (whether paid for or not);

Single Use Subscription Package: a subscription to use the Services for a Single Use Subscription Term;

Single Use Subscription Term: has the meaning given in clause 3.4;

Subscription Package: the subscription package for the Services for which you have subscribed, the details of which are set out in the relevant section of your Online Account;

Subscription Term: means:

(a)           in respect of Trial Use of the Services, the Trial Period;

(b)           in respect of the Single Use Subscription Package, the Single Use Subscription Term; and

(c)           in respect of the Annual Subscription Package, the Annual Subscription Term (as may be renewed by you in accordance with clause 3.6);

Test Results: any feedback and results of any tests or questionnaires carried out by you, or in the case of a Corporate User by any Licensed Corporate User, which are generated via the Website using the Services based on the information provided by you or the relevant Licensed Corporate User;

Trial Period: has the meaning given in clause 3.2;

Trial Use: means any temporary access to, or use of, any Services which may be made available to you free of charge for trial purposes only during the Trial Period;

You: means (a) you where you are an individual, or (b) a Corporate User, and the word “your” shall be construed accordingly;

Your Content: has the meaning given in clause 7.1.

Order Process

2.1          If you are an individual subscribing for the Services for your own business use or you are a Corporate User subscribing for the Services for use by one Licensed Corporate User only, you may subscribe for the Services via the Website. Please take the time to read and check your details at each page of the registration process. You will be required to accept these Terms of Service by clicking on the accept button where indicated before you submit your order.  

2.2          If you are a Corporate User subscribing for the Services for use by more than one Licensed Corporate User, you should contact us by telephone on 0161 246 6008 or by email at info@exceptionalachievement.com to order your Subscription Packages. We will send you a copy of these Terms of Service during the order process and before payment is made. By continuing with your purchase, you shall be deemed to have accepted these Terms of Service which shall apply to the exclusion of any other terms or conditions contained in, or referred to in, any purchase order or confirmation of order submitted by you, or that you otherwise seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Each Licensed Corporate User will then be required to accept these Terms of Service by clicking on the accept button where indicated when first using the Services.

2.3          If you are registering for a Single Use Subscription Package or Annual Subscription Package, you must make payment of the applicable Fee at the time of placing your order for the relevant subscription.

2.4          When you submit your Order, this does not mean we have accepted your Order. Our acceptance of your Order will take place as described in clause 2.5below. If we are unable to supply you with the Services, we will inform you of this in writing and we will not process your Order.

2.5          Once we have accepted your Order, you will be sent an email containing your Access Details (Confirmation Email), at which point a binding contract will come into existence between you and us.

2.6          If you require any support or assistance in relation to the Services or any additional training and/or consultancy services, you can contact us via telephone or email at the contact details set out on the Contact Us page on the Website. If you request any training, consultancy and/or other services or products in addition to the Services, then if we agree in our discretion to provide any such services or products, these will be supplied subject to separate terms and conditions and subject to the payment of any additional fees payable for those services or products.

Duration and Renewal of Services

3.1          You may either subscribe for:

(a)           Trial Use of the Services;

(b)           a Single Use Subscription Package; or

(c)           an Annual Subscription Package.

Trial Use

3.2          If you subscribe for Trial Use of the Services, we will begin to provide access to the Services from the moment you first log in to the Website using the applicable Access Details and your access to the Services will continue until you log out of or otherwise navigate away from the Website (Trial Period) (unless terminated earlier in accordance with clause 9), after which time your Access Details will automatically expire and you will no longer be able to access or use the Services. If you do not log in to the Website within six months of the date of the Confirmation Email, your Access Details will expire and you will need to apply for new Access Details to access the Services on a Trial Use basis.

3.3          You may only use the Services on a Trial Use basis on one occasion (whether you are an individual or a Corporate User). Prior to or following the expiry of the Trial Period, we may contact you via telephone or email to ascertain whether you wish to pay to continue to use the Services. Following the end of the Trial Period, you may purchase a paid subscription for the Services pursuant to clause 2, or may decline to do so.

Single Use Subscription Package

3.4          If you have purchased a Single Use Subscription Package, we will begin to provide access to the Services from the moment you first log in to the Website using the applicable Access Details and your access to the Services will continue until you log out of or otherwise navigate away from the Website (Single Use Subscription Term) (unless terminated earlier in accordance with clause 9), after which time your Access Details will automatically expire and you will no longer be able to access or use the Services. There is no limit on the number of Single Use Subscription Packages that you may purchase. If you do not log in to the Website within six months of Access Details for a Single Use Subscription Package being sent to you, these Access Details will lapse and we will send new Access Details to you via email.

Annual Subscription Package

3.5          If you have purchased an Annual Subscription Package, we will begin to provide access to the Services from the time the Confirmation Email is sent to you and your access to the Services will continue for a period of twelve months (Annual Subscription Term) (unless terminated earlier in accordance with clause 9).

3.6          We will send you via email a written notice at least 14 days prior to the date of expiry of your then current Annual Subscription Term (Expiry Date), reminding you that the Services are due to expire and providing you with an invoice for the Fees due in respect of the renewal of your Annual Subscription Package. If you wish to renew your Annual Subscription Package, such invoice must be paid in full by no later than the relevant Expiry Date.

3.7          If we do not receive payment of the applicable renewal Fees in full by the relevant Expiry Date in accordance with clause 3.6, your access to and use of the Services shall terminate on the Expiry Date. 

Services

4.1          We hereby grant to you, and in the case of Corporate Users to the Licensed Corporate Users, a personal, non-exclusive, non-transferable, revocable licence, during the Subscription Term to access and use the Services, the Company Materials and the Website on and subject to these Terms of Service.

4.2          The Services, the Company Materials and the Website are licensed, not sold, to you pursuant to, and solely for use by you, and in the case of Corporate Users to the Licensed Corporate Users, under and subject to, these Terms of Service. The Company or its licensors as applicable retain all right, title, and interest in and to the Services, the Company Materials and the Website, including without limitation all Intellectual Property Rights subsisting therein.  

4.3          The Company reserves the right at its sole discretion, and with or without notice to you, to add or remove features or functions to or from the Services.

4.4          We may need to carry out planned or emergency maintenance from time to time on the Website. You acknowledge that the Company may restrict or suspend your and any Licensed Corporate User’s ability to use or access the Services without any notice, for the purposes of repair, maintenance, improvement, and/or upgrade of the Website. The Company will try to minimise the duration of any unavailability of any of the Services as a result of carrying out repair, maintenance, improvement and/or upgrades to the Website but the Company shall have no liability to you in respect of such unavailability. Where possible, the Company shall give notice of any planned maintenance.

4.5          In order to use the Services, certain minimum system requirements may apply, as specified and published by the Company on the Website, which include, but are not limited to, having access to the Internet and your Internet connection speed exceeding certain minimums, in order for certain features of the Services to function properly.  

5              Restrictions on use

5.1          Access to and use of the Services, the Company Materials and/or the Website is subject to compliance with the provisions of these Terms of Service.

5.2          You shall not, and Corporate Users shall procure that their Licensed Corporate Users shall not, decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code of the Website.

5.3          Unless expressly set out in these Terms of Service, you shall not, and a Corporate User shall procure that its Licensed Corporate Users shall not, assign, copy, create derivative works of, distribute, lease, loan, modify, pledge, rent, sell, sublicense or otherwise transfer, directly or indirectly, the Services, the Company Materials and/or the Website, or any part thereof to a third party. You shall not, and a Corporate User shall procure that its Licensed Corporate Users shall not:

(a)           resell or act as an intermediary or service provider for, any of the Services or the Company Materials or any part thereof;

(b)           use any of the Services, the Company Materials, the Website or any part thereof for the benefit of any third party; and

(c)           reproduce, duplicate, copy or re-sell any part of the Services, the Company Materials or the Website for any third party.

5.4          You and any Licensed Corporate Users may print off and download any of the Company Materials for your internal business use, provided that none of the content is modified and you do not, and Corporate Users procure that its Licensed Corporate Users do not, remove any copyright, trade mark notification or other proprietary notices from such Company Materials.  

5.5          You must not, and Corporate Users shall procure that their Licensed Corporate Users do not:

(a)           attempt to gain unauthorised access to the Website, the server on which the Website is stored, any software used in the provision of the Website or Services, or any server, computer or database connected to the Website; or

(b)           attack the Website via a denial-of-service attack or a distributed denial-of service attack.

Your Obligations in respect of the Services

6.1          You warrant that you will:

(a)           comply with all applicable laws, regulations and codes of practice with respect to your use of the Services, the Company Materials and/or the Website;

(b)           only access those features and functions of the Services, Company Materials and/or Website which we make available to you and which you are entitled to access under your Subscription Package;

(c)           not use the Services, the Company Materials and/or the Website in a way which is unlawful, defamatory, obscene, indecent, offensive or threatening or which infringes the Intellectual Property Rights of any third party;

(d)           not distribute or transmit any viruses, worms, Trojan horses or any other technologically harmful data, programs or software through, via or using the Services, the Company Materials or the Website; and

(e)           not transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam),

and Corporate Users warrant that they will procure that their Licensed Corporate Users will comply with the obligations contained in this clause 6.1in respect of their use of the Services, Company Materials and Website.

6.2          All Access Details must be kept confidential and secure. You are solely responsible for all activity occurring under or using your Access Details, and in the case of a Corporate User the Access Details of its Licensed Corporate Users.

6.3          The Company has no obligation or responsibility in respect of the use, distribution, disclosure or management of your Access Details by you or any Licensed Corporate User. The Company will not be liable for any loss or damage that you may incur as a result of someone else using your Access Details, and in the case of a Corporate User the Access Details of its Licensed Corporate Users, either with or without your knowledge. 

6.4          You must inform us immediately in writing of any loss, misuse or unauthorised use of your Access Details, or in the case of a Corporate User the Access Details of any of its Licensed Corporate Users.

6.5          The Company has the right to disable your user Access Details at any time if, in the Company’s opinion, you or in the case of any Corporate User, any Licensed Corporate User, has failed to comply with any of the provisions of these Terms of Service or in response to any threatened or perceived security risk.

6.6          Corporate Users are responsible for each of their Licensed Corporate User’s compliance with these Terms of Service in connection with their access and use of the Services, the Company Materials and/or the Website.

Your Content

7.1          You hereby grant to the Company, for the purpose of providing the Services, a non-exclusive, worldwide, royalty-free, fully-paid, transferable licence to host, cache, record and copy the Content that you, and in the case of Corporate Users any Licensed Corporate Users, submit or upload to the Website (Your Content) in order to provide you and any Licensed Corporate Users with the Services.

7.2          You will not, and in the case of Corporate Users will procure that the Licensed Corporate Users will not, post, upload, link to or otherwise distribute or transmit any Content via the Website and/or Services:

(a)           that infringes or would infringe any third party Intellectual Property Rights or any rights to privacy;

(b)           that does not comply with, or would put the Company in breach of, any applicable law, regulation or code of practice, or which advocates or incites illegal activity;  

(c)           for which you do not have the necessary rights, consents and permissions to do so;

(d)           that promotes, solicits or contains abusive, defamatory, violent, harassing, indecent, obscene, pornographic, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material, or which is harmful to minors;

(e)           that contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software; or

(f)            that is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

7.3          When you or any Licensed Corporate User uploads and saves Content to the Website, such Content will only be available to you or in the case of a Licensed Corporate User, the relevant Licensed Corporate User, via your or the relevant Licensed Corporate User’s (as applicable) Online Account. You agree that the Company may access and process Your Content for the purposes of providing the Services.

7.4          Although we endeavour to use reasonable efforts to back-up Your Content and Test Results, you are responsible for the making and keeping of back-up copies of Your Content and any Test Results.

7.5          To the fullest extent permitted by applicable law, the Company shall not be responsible or liable for any loss, deletion or corruption of any of Your Content which may arise out of or in connection with your access to or use of the Services.

7.6          You have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of Your Content submitted to the Website by you, and in the case of Corporate Users by Licensed Corporate Users, and the Company has no responsibility or liability for the legality, reliability, integrity, accuracy, completeness or quality of Your Content or for any inaccuracies or errors in any of Your Content as a result of any inaccurate, incomplete or incorrect information submitted by you or any Licensed Corporate User.  

7.7          Without prejudice to clause 7.4or clause 7.5, in the event that any of Your Content is lost, deleted, corrupted or damaged in any way, save where such of Your Content is lost, deleted, corrupted or damaged as a result of any act, omission or error by you, or in the case of Corporate Users by any of its Licensed Corporate Users, on your request the Company will use reasonable commercial efforts to restore such of Your Content from the most recent back-up copy in the Company’s possession (if any) and this will be the Company’s sole liability to you in respect of any such loss, deletion, corruption or damage of or to Your Content. For the avoidance of doubt, the Company shall not be liable for any loss, deletion, corruption or damage of or to Your Content (or for restoring the same) which may arise out of or in connection with any act, omission or error by you, or in the case of Corporate Users by any of its Licensed Corporate Users, or any third party.

7.8          The Company shall not be responsible or liable for any failure to upload, store, download, view or access any of Your Content or for the security or confidentiality of Your Content uploaded or stored by you, or in the case of a Corporate User by any Licensed Corporate User, in connection with your use, or any Licensed Corporate User’s use, of the Services.

7.9          The Company does not accept any responsibility for action taken by you, or in the case of a Corporate User by any Licensed Corporate User, as a result of any Company Materials provided by us.

Fees, Payment and Changes

8.1          The Fees payable for the use of the Services depend on the type of Subscription Package you choose. The different options are set out on the Website for individual business users and Corporate Users purchasing a Subscription Package for use by one Licensed Corporate User. The Fees payable by Corporate Users are dependent on the number of Licensed Corporate Users and volume discounts may apply. Corporate Users should therefore contact the Company for a quote using the contact details set out in clause 2.2if they wish to purchase multiple subscriptions. The Fees for the Subscription Package you have chosen will be confirmed in the Confirmation Email. The Fees shall be payable in advance and are non-refundable unless otherwise agreed by us in writing.

8.2          The Company reserves the right to change the Fees payable for the Services from time to time. Any such changes to the Fees will not affect any current Subscription Package for which you have already paid. Changes in Fees shall apply to your next purchase or renewal of a Subscription Package (as applicable), and shall be as set out on the Website and in any renewal notice sent by the Company pursuant to clause 3.6.

8.3          Unless otherwise specified in the applicable Confirmation Email, all Fees must be paid in Pounds sterling and all Fees shown exclude VAT and other applicable taxes, duties and similar charges, which will be charged to and payable separately by you at the applicable rate.

8.4          All payments of Fees by debit and credit card through the Website are processed on our behalf by our approved third party payment processor (Payment Processor) and when making payment through the Website you will be redirected to the payment gateway on the Payment Processor’s external website. All payments made through the Payment Processor’s website shall be subject to and governed by the terms and conditions as may be imposed by the Payment Processor. You should read the Payment Processor’s terms and conditions carefully and make sure that you understand them before you submit your payment details. We shall not be responsible or liable for any loss or damage that you may suffer arising out of or in connection with your use of the Payment Processor’s website.

8.5          The provisions of this clause 8do not apply to the use of the Services during any Trial Period.

Termination of Services

9.1          Without prejudice to any other rights or remedies to which the Company may be entitled, we may terminate or suspend your access to or use of the Services, the Company Materials and the Website immediately without liability if:

(a)           you commit a material breach of any of these Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach;

(b)           you fail to pay any invoice issued by us under these Terms of Service or pay any Fees due in connection with your use of the Services by the due date for such Fees shown on the relevant invoice;

(c)           you are unable to pay your debts as they fall due or you admit inability to pay your debts or (being a company or limited liability partnership) you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or

(d)           a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with your winding up (other than for the sole purpose of a solvent amalgamation or solvent reconstruction) or a notice of intention to appoint an administrator is given, an application is made to court, or an order is made, for the appointment of an administrator or administrative receiver, or an administrator or administrative receiver is appointed over you or any of your assets.

9.2          Without prejudice to any other rights or remedies to which you may be entitled, you may terminate the Services immediately by providing us with written notice if we commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach.

10 Consequences of Termination

10.1          Upon termination or expiry of the Services for any reason in accordance with these Terms of Service, you must immediately cease using the Website, the Services and the Company Materials (with the exception of copies of your Test Results that are in your possession at the time of termination or expiry which you may retain).  

10.2          Your rights to access your Online Account and any and all Content submitted or saved by you to your Online Account, or in the case of a Corporate User by a Licensed Corporate User to its Online Account, in connection with the Services shall terminate immediately upon termination or expiry of the Services in accordance with these Terms of Service and the Company reserves the right to delete all such Content (or any other data files connected with your use or any Licensed Corporate User’s use of the Services) which may be in the Company’s possession or control following such termination or expiry. If you decide not to renew your Subscription Package upon its expiry but then purchase an additional Subscription Package at a later date, we may, upon request and acting in our absolute discretion, seek to determine whether Your Content submitted or uploaded to the Website under your previous Subscription Package can be retrieved and where possible may retrieve such of Your Content in consideration for an additional retrieval fee.

11 No Warranty

11.1          The Services, the Company Materials and the Website are provided “as is” and notwithstanding any other provision of these Terms of Service, we do not warrant that:

(a)           any use of the Services, the Company Materials and/or the Website by you, or in the case of a Corporate User by a Licensed Corporate User, will be uninterrupted, available or error-free;

(b)           any use of the Services, the Company Materials and/or the Website by you, or in the case of a Corporate User by a Licensed Corporate User, will not infringe the Intellectual Property Rights of any third party; or

(c)           the Website is free from defects, viruses, Trojan horses, worms or other technologically harmful material.

11.2          Save as expressly set out in these Terms of Service all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including any implied warranties or conditions of satisfactory quality and fitness for a particular purpose) are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.

12 Our liability

12.1          Nothing in these Terms of Service limits or excludes our liability for:

(a)           death or personal injury caused by our negligence;

(b)           fraud or fraudulent misrepresentation; or

(c)           anything else that cannot be excluded or limited by applicable law.

12.2          Subject to clause 12.1, the Company will under no circumstances whatever be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with your or any Licensed Corporate User’s access to or use of (or inability to use) the Services, the Company Materials and/or the Website for:

(a)           any loss of profits, sales, business, or revenue;

(b)           loss or corruption of data, information or software;

(c)           loss of business opportunity;

(d)           loss of anticipated savings;

(e)           loss of goodwill;

(f)            pure economic loss; or

(g)           any indirect or consequential loss.

12.3          The Company shall not have any liability for the inability by you, or in the case of a Corporate User by a Licensed Corporate User, to connect to or to access the Website, the Company Materials or the Services which may result from any faults, errors or problems relating to your, or any Licensed Corporate User’s, PC hardware, software, network, network setup or security, or Internet service provider or any other similar problem.

12.4          We will not be liable for any loss or damage caused by any distributed denial-of-service attack, virus or other technologically harmful material that may infect your, or in the case of a Corporate User any Licensed Corporate User’s, computer equipment, computer programs, data or other proprietary material due to your or any Licensed Corporate User’s use, of the Services, the Company Materials or the Website.

12.5          We only supply the Services for your internal business use, and you agree not to use the Services, the Website or the Company Materials for any resale purposes. 

12.6          Subject to clause 12.1, our total liability to you in aggregate in respect of all other loss, damage, actions or claims suffered or incurred by you out of or in connection with the use and/or access of the Services, the Company Materials and/or the Website through your Online Account, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the Fees paid by you in the 12 months preceding any claim.

13 Indemnity

13.1        You shall indemnify the Company and hold the Company harmless against any claims, actions, losses, damages, expenses, costs (including any legal and other professional fees), fines and penalties arising out of or in connection with:

(a)           any use of the Services, the Company Materials and/or the Website by you or, in the case of Corporate Users, any of your Licensed Corporate Users not in accordance with these Terms of Service;

(b)           any breach by your or, in the case of Corporate Users, any of your Licensed Corporate Users of the obligations under clause 5, clause 6and/or clause 7of these Terms of Service; and

(c)           any claims, actions, complaints or other proceedings which may be brought or threatened to be brought against the Company as a result of the use by you or, in the case of Corporate Users, any of your Licensed Corporate Users of the Services, the Company Materials and/or the Website.

14           Confidentiality

14.1        Each party to these Terms of Service shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained in connection with the provision of the Services and shall not use the same save for the purposes of providing or receiving the Services (as the case may be) or as otherwise permitted by these Terms of Service and shall not disclose such Confidential Information, without the prior written consent of the other party, to a third party, other than its employees, officers and agents who need to know such Confidential Information for the exercise or performance of its rights or obligations under these Terms of Service or its professional advisers and provided that it informs such persons of the confidential nature of the information and remains responsible for such persons’ compliance with this clause 14. 

14.2        The obligations of confidentiality in this clause 14shall not extend to any matter which the receiving party can show:

(a)           is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality in these Terms of Service;

(b)           was in its written records prior to receipt and not subject to confidentiality obligations;

(c)           was independently disclosed to it by a third party entitled to disclose the same; or

(d)           is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

15 How we use your personal information

15.1        We will use any personal information we may collect from you or any Licensed Corporate User in accordance with our Privacy Policy. You acknowledge that you have accessed and read the Privacy Policy and agree to the terms set out therein.

16           Communications

16.1        When we refer in these Terms of Service to "in writing", this will include e-mail.

16.2        If you wish to contact us in writing, or if any clause in these Terms of Service requires you to give us notice in writing, you can contact us by email at info@exceptionalachievement.co.uk

16.3        We may contact you from time to time in connection with your use of the Services or the administration of your account. If we have to contact you or give you notice in writing, we will do so by email.

16.4        Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee and no delivery failure notification was received.

16.5        The security of communications sent over the Internet (including by e-mail) is subject to many factors outside of our control. We do not guarantee the security or confidentiality of any electronic communications and the Company shall not be responsible to you for any loss or damage that you may suffer as a result of the transmission of any such communications.

17 Force Majeure

17.1        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations in relation to the Services and/or the Website that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, impossibility of the use of public or private transport, activities of hackers (including distributed denial of service attacks), malicious conduct, failure or interruption of any public or private telecommunications networks, power failures or interruption, or failures of any third party service providers (including providers of Internet services and telecommunications).

18 General

18.1        We may assign, delegate, sub-contract or transfer any of our rights and/or obligations under these Terms of Service to any third party. You may only transfer your rights or your obligations under these Terms of Service to a third party if we agree in writing.

18.2        These Terms of Service are entered into between you and the Company. No other person shall have any rights to enforce any provision contained in these Terms of Service under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

18.3        Each of the provisions of these Terms of Service operates separately. If any court, relevant authority or other administrative body of competent jurisdiction decides that any of the provisions in these Terms of Service (or part-provision) is unlawful, unenforceable or invalid, the remaining provisions will remain in full force and effect. If any unlawful, unenforceable or invalid provision would be legal, enforceable or valid if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it legal, enforceable or valid.

18.4        If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

19 Entire Agreement

19.1        These Terms of Service and our Website Terms of Use, Privacy Policy and Cookies Policy constitute the entire agreement between you and us and supersede, replace and extinguish any previous arrangement, understanding or agreement between us relating to the subject matter they cover.

19.2        You acknowledge that you have not relied on any statement, promise, warranty or representation made or given by or on behalf of us which is not set out in these Terms of Service, the Website Terms of Use, the Privacy Policy or the Cookies Policy.

19.3        You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Service, our Website Terms of Use, Privacy Policy or Cookies Policy.

20 Governing Law

20.1        These Terms of Service, the contract between us and you for the supply of the Services and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) will be governed by and construed in accordance with English law. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that may arise out of or in connection with these Terms of Service or the contract between us and you for the supply of the Services, save that the Company expressly reserves the right to bring proceedings in any jurisdiction in which you are established or have assets.   

END OF TERMS

Terms of Service last updated: July 2014.