Enterprise - Terms & Conditions
Enterprise Terms & Conditions
Where a client has signed specific Terms and Conditions withCoaching Focus Ltd, “Coaching Focus”, those signed Terms and Conditions takeprecedence wherever they vary to the below.
1. DEFINITIONS
Access Period Access Start Date means the periodduring which the Users are provided with access to the Content means the dateon which the Content access will start as set out in the Commercial Terms.
Agreement means these general terms andconditions together with the Commercial Terms.
Client means the client identified in theCommercial Terms.
Commercial Terms means the commercial termsagreed between Coaching Focus and the Client in respect of the use of theContent by the Client and varied from time in writing.
Content means the digital performance supportcontent for multimedia learning and development comprising resources such asarticles, practical tools, online resources, self-assessments, audio and video.
Contract Date means the start date of thisAgreement as stated in the Commercial Terms.
End Date means the date on which access to theContent expires as set out in the Commercial Terms.
Fee means the amount payable set out in theCommercial Terms, as varied in accordance with this Agreement.
Coaching Focus means Coaching Focus Ltd, acompany registered in England with its registered office at Ada House, PynesHill, Exeter, Devon, EX2 5AZ
Initial Service Period means the initial periodduring which the Service shall be provided (from the Access Start Date to theEnd Date) as set out in the Commercial Terms.
Maximum Number of Users means the maximum numberof Users as stated in the Commercial Terms.
Term means the period from the Access Start Dateto the expiry or earlier termination of this Agreement.
Users means individuals who have been properly authorisedby the Client to access the Content.
Website means the website or LMS used to provideaccess to the Content as detailed in the Commercial Terms.
2. LICENCE
2.1. In consideration of the Fee, Coaching Focus grants tothe Client the non-exclusive and non-transferable right to give Users access tothe Content throughout the Term, subject to the terms and conditions of thisAgreement.
2.2. Coaching Focus reserves the right to update, revise andreplace the resources comprising the Content at any time acting reasonably,provided that such changes will not prevent the use of the Content for itsintended purposes and the Content will continue to meet any descriptions in theCommercial Terms.
3. FEE AND PAYMENT
3.1. Unless otherwise stated in the Commercial Terms, theClient shall pay the Fee to Coaching Focus within thirty (30) days of receiptof Coaching Focus’ invoice.
3.2. For the avoidance of doubt, the Fee shall be exclusiveof any sales, use, value added, non-recoverable, withholding or similar taxesand the Client shall be liable for any such taxes in addition to the Fee.
3.3. If this Agreement is automatically renewed inaccordance with clause Coaching Focus will be entitled to increase the Fee foreach renewal period, by an amount equal to the Retail Prices Index prevalent onthe date of renewal plus an additional five (5) per cent.
4. PERMITTED USES
4.1. Subject to payment of the Fee, the Client:
4.2. may allow Users to have access to the Content throughthe Website for the Client’s training, learning and development purposes; and
4.3. may download, store machine readable extracts or makepaper copies of individual items of content forming part of the Contentavailable to Users for the purposes of the Client’s face-to-face training anddevelopment activities.
4.4. Subject to payment of the Fee, Users may search, view,retrieve, use, display on screen and download resources from the Content fortheir training, learning and development purposes.
4.5. All rights in and to the Content not expressly grantedto the Client under this Agreement are reserved to Coaching Focus and itslicensors.
5. PROHIBITED USES
5.1. Neither the Client nor Users may:
5.1.1. scan, copy, reproduce, adapt, translate, modify orcreate derivative works from the Content; or
5.1.2. provide access to the Content to anyone outside ofthe Client’s organisation.
6. COACHING FOCUS OBLIGATIONS
6.1. Coaching Focus shall, subject to the Client’scompliance with its obligations under this Agreement:
6.1.1. make the Content available to the Client from theAccess Start Date through the Website based on internet access by an industrystandard means of authentication;
6.1.2. provide the Client with information sufficient toenable the Client to access the Content from the Access Start Date;
6.1.3. use its reasonable endeavours to make the Contentavailable to the Client and to Users from the Access Start Date at all timesand on a twenty-four hour basis, save for routine maintenance, and to restoreaccess to the Content as soon as possible in the event of an interruption orsuspension of the service; and
6.1.4. give the Client reasonable notice of downtime forpre-scheduled maintenance.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Coaching Focus acknowledges that any copyright or otherintellectual property rights in any materials provided by the Client for use onthe Website will be unaffected by the terms of this Agreement.
7.2. Coaching Focus is hereby granted a non-exclusive,worldwide, royalty free licence to place and/or host such materials on theWebsite for the sole access of the Client and its Users.
7.3. Except as expressly agreed above, no intellectualproperty rights of either party are transferred or licensed as a result of thisAgreement.
7.4. The Client warrants that any materials or data providedby the Client to Coaching Focus in connection with the Content will notinfringe any intellectual property rights of, or include any confidentialinformation belonging to, any third party.
7.5. Coaching Focus shall not be responsible for any contentor postings on forums, sites or external links to the Content and accepts noliability for the same.
8. CLIENT OBLIGATIONS
8.1. Within 30 days of this Agreement, the Client shallprovide to Coaching Focus all information sufficient to enable Coaching Focusto provide access to the Content via the Website.
8.2. The Client will use, and shall procure that Users use,the Content in accordance with the terms of this Agreement and any instructionsprovided by Coaching Focus in writing or on the Website (as may be updated fromtime to time).
8.3. The Client will ensure that the aggregate number ofUsers shall not exceed the Maximum Number of Users during the Term. If theClient requires the Maximum Number of Users` to be increased, it should requestpermission from Coaching Focus, who shall be entitled to increase the Fee.
8.4. The Client shall:
8.4.1. use all reasonable endeavours to ensure that allUsers are aware of the permitted uses of Content under this Agreement;
8.4.2. use reasonable efforts to prevent unauthorised use ofthe Content and, on becoming aware of any unauthorised use or other breach ofthis Agreement, inform Coaching Focus as soon as practicable in writing;
8.4.3. use reasonable efforts to collaborate with CoachingFocus to test and, at Coaching Focus reasonable request, to deploy any securityapplication protocol interface or similar script that we produce to ensure thesecurity of the Content (acknowledging that the Client has sole discretion inrelation to any action affecting any of its systems);
8.4.4. authenticate the identity of Users to acceptedindustry standards at log-in and issue passwords (or equivalent accessverification) to Users;
8.4.5. take all reasonable steps and appropriate steps(including, without limitation, taking disciplinary action), to promptly ceaseany unauthorised use of the Content and ensure it does not recur.
9. WARRANTIES
9.1. Each party warrants to the other that it has full powerand authority to enter into and perform its obligations under this Agreement.
9.2. Except as expressly provided in this Agreement, allrepresentations or warranties of any kind, express or implied, including butnot limited to the accuracy of the information contained in the Content,merchantability or fitness of use for a particular purpose are to the fullestextent permitted by law excluded from this Agreement and accordingly theContent is supplied “as is”.
9.3. Neither party shall be liable to the other party or toany other person, including but not limited to Users, for any special,exemplary, indirect or consequential loss, costs, damages, charges or otherexpenses of any kind (including loss of profits or revenues, loss of business,depletion of goodwill, loss of anticipated savings, loss of contract orbusiness interruption) arising under or in connection with this Agreement.
9.4. Both parties’ aggregate liability for all claims,losses or damages arising under or in connection with this Agreement or anycollateral agreement shall be limited to £1 million.
9.5. No party limits its liability for death or personalinjury caused by its own negligence (or the negligence of its employees oragents) or for fraud.
10. TERM AND TERMINATION
10.1. This Agreement will commence on the Contract Date andwill continue for the Initial Service Period and thereafter for consecutiveperiods of one (1) year unless and until either party gives the other no lessthan thirty (90) days’ written notice, such notice to expire at the end of theInitial Service Period (the End Date in the Commercial Terms) or the end of theapplicable renewal period.
10.2. Either party may terminate this Agreement by notice inwriting to the other if the other party:
10.2.1. commits a material or persistent breach of any termof this Agreement and fails to remedy the breach (if capable of remedy) withinthirty (30) days of notification in writing; and/or
10.2.2. becomes insolvent or becomes subject to bankruptcy,receivership, liquidation or administration.
10.3. On termination of this Agreement, all rights of theClient or Users to access the Content will cease and the Client shall destroyany copies of the Content in its possession or control and promptly provide to CoachingFocus such evidence as it may reasonable require of the Client’s compliancewith this requirement.
10.4. On termination of this Agreement, all rights of theClient or Users to access the Content will cease and the Client shall destroyany copies of the Content in its possession or control and promptly provide to CoachingFocus such evidence as it may reasonably require of the Client’s compliancewith this requirement.
11. CONFIDENTIALITY AND ANNOUNCEMENTS
11.1. The terms of this Agreement are confidential and,except as permitted below or required by law, neither Party shall disclose thesame to any third party without the written permission of the other Party.
11.2. The Client consents to Coaching Focus providing thedetails of the Client’s customer account to its group companies, associates,agents and IT service providers, some of which are based outside of theEuropean Economic Area, where this is necessary to provide the servicesrequested by the Client.
11.3. The Parties agree to maintain the confidentiality ofany data relating to usage of the Content by the Client and its Users. Suchdata may be provided to third parties in aggregated form only and shall notinclude any information relating to the identity of individual Users.
11.4. Coaching Focus may publicly acknowledge that theClient is a customer and the Client grants to Coaching Focus the right to usethe Client’s name and quotations in public relations and promotional materialsubject to the prior consent of the Client, (not to be unreasonably withheld ordelayed).
11.5. This clause shall survive the termination orexpiration of this Agreement.
12. GENERAL
12.1. Either party’s delay or failure to perform anyprovision of this Agreement, as a result of circumstances beyond its control(including, without limitation, war, strikes, floods, governmentalrestrictions, power, telecommunications or internet failures, or damage to ordestruction of any network facilities) (a Force Majeure Event) shall notconstitute a breach of this Agreement and neither party shall have anyliability or responsibility for failure to fulfil any obligation under thisAgreement so long as and to the extent to which the fulfilment of suchobligation is prevented, frustrated, hindered or delayed as a consequence of aForce Majeure Event provided reasonable notice of the Force Majeure Event isgiven by the nonperforming party to the other.
12.2. This Agreement constitutes the entire agreement of theparties and supersedes all prior communications, understandings and agreementsrelating to the subject matter of this Agreement, whether oral or written. Ongiving notice via its website, Coaching Focus may vary these General Terms andConditions.
12.3. This Agreement may not be assigned by the Client toany other person or organisation without the prior written consent of CoachingFocus.
12.4. Any notices to be served in writing on either of theparties by the other shall be sent by first class post and email to the addressof the addressee as set out in this Agreement or to such other address asnotified by either party in writing to the other as its address for service ofnotices. If no sooner response is received, notices shall be deemed served 24hours after sending by email or 7 days after posting.
12.5. If any provision of this Agreement (or part of anyprovision) is found by any court or other competent authority to be invalid,unenforceable or illegal, the other provisions shall remain in force. If anyinvalid or un-enforceable provision would be valid, enforceable and legal ifsome part of it were deleted, the provision shall apply with whatevermodification is necessary to give effect to the commercial intention of theparties.
12.6. Either party’s waiver or failure to requireperformance by the other of any provision of this Agreement will not affect itsfull right to require such performance at any subsequent time, or be taken orheld to be a waiver of the provision itself.
12.7. No term of this Agreement shall be enforceable underthe Contracts (Rights of Third Parties) Act 1999 by a person who is not a partyto this Agreement, but this does not affect any right or remedy of a thirdparty which exists or is available apart from under that Act.
12.8. Unless otherwise stated in the Commercial Terms, thisAgreement and any dispute or claim arising out of or in connection with it orits subject matter or formation (including non-contractual disputes or claims)shall be governed by and construed in accordance with the laws of England andthe parties submit to the nonexclusive jurisdiction of the Courts of England.
