These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our online platform ("The CoachingCloud Platform"), software (the "CoachingCloud Software") and related services available on our Site (collectively the "Services"). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a community set up by a Customer, the User Terms here https://www.coachingcloud.com/user-agreement (the "User Terms") govern your access and use of the Services. We are pleased to see you here. The website https://www.coachingcloud.com ("the Site") is owned and operated by Wisdom11 Ltd, which is a UK Limited company registered in England under Company Number 7363602. Our Trading address is 4th Floor, 43 Berkeley Square, London W1J 5AP. Our Registered Office address is 15 Grove Place, Bedford MK40 3JJ. Our VAT number is GB 997 0267 74.
These Customer Terms (or, if applicable, your written agreement with us) form a binding "Contract" between Customer and us.
If you purchase subscription(s), create a community (i.e., a digital space where a group of users may access the Services, (as further described at the Site), ("Community") invite users to that Community, or use or allow use of that Community after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.
“Customer” is the organisation that you warrant that you are entitled to represent in agreeing to the Contract. If your Community is being set up by someone who is not formally affiliated with an organisation, Customer is the individual creating the Community and agreeing to this Contract.
If you sign up for a Community using your corporate email domain, your organisation is Customer, and Customer can modify and re-assign roles on the Community (including your individual role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the Community, we will provide you with notice following such election and you agree straightaway to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
Individuals authorised by Customer to access the Services (an "Authorised User") may submit content or information to the Services, such as messages notes or files ("Customer Data"), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions and/or assign roles (such as coach, mentor, client, consultant or leader) ("Roles"). Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Help and Support pages at the Site for more information about these choices and instructions.
A subscription allows a Customer and their Authorised Users to access the Services. No matter the role, a subscription payment is required for each Authorised User (other than a Customer's consumer client or an Authorised User's consumer client) ("Consumer Client"). A subscription may be procured through the Services interface on the Site via our online payment system (or with our written approval, by off-Site payment). Please see the Site at https://www.coachingcloud.com for more information on procuring subscriptions and inviting new Authorised Users. Each Authorised User must agree to the User Terms to activate the Services. Subscriptions commence when we make the Services available to Customer and continue for the term specified in the Services “check-out” interface on the Site. Each subscription is for a single Customer and their Authorised Users only. During an active subscription term, adding more Authorised Users is easy. Each Authorised User added to a Community must be assigned a Role by Customer. Visit our Help and Support pages for additional information on setting up a Community workspace and assigning roles.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but we disclaim responsibility for them when Customer or an Authorised User makes a purchase. If Customer or an Authorised User decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Occasionally, we look for beta testers to help us test our new features. These features will be identified as "beta" or "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for full commercial roll-out, so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel. If we choose not to implement the suggestion, please don't take it personally. We appreciate it nonetheless.
Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Authorised Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorised Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorised Users to access and use the Services.
Customer and Authorised Users are not allowed to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Services (including the Platform and/or the Software), and nor are Customer and Authorised Users allowed to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform and/or the Software.
Customer and Authorised Users are also not allowed to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Software available to any third party other than within the Community of which they form a part.
The Customer is responsible for configuring their own computer and software to access the Platform. Although we try to protect our Platform, we are not responsible for any viruses, bugs or similar problems and Customer should use their own virus protection software. We do not give the Customer any warranty that the way we deliver data is compatible with Customer's software or with the way Customer's computer is configured.
The Customer must treat all identification codes, passwords and other security information as confidential. If we think the Customer has failed to keep confidentiality, we are allowed to disable any security information (including Customer's and any Authorised User's passwords and codes).
We frequently update the Platform and the Services and make changes to them, but we don't have to do this, and material on the Platform may be out-of-date.
Customer and Authorised Users must follow our Acceptable Use Policy (https://www.coachingcloud.com/acceptable-use)
If we believe that there is a violation of the Contract that can simply be remedied by Customer's removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.
For Customers that purchase our Services, fees are specified at the Services interface “check-out” on the Site— and must be paid in advance starting on the date of purchase and continuing on the first day of each month of the subscription after the first month (if applicable) in accordance with whether a monthly or annual subscription is purchased. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer wishes to cease to be a subscriber or wishes to reduce the number of Authorised Users it has subscribed for, Customer will remain responsible for any unpaid fees under that subscription, and Services under the subscription will be deemed fully performed and delivered upon expiration of that subscription. Visit our Site at https://www.coachingcloud.com for more information about payment options. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, or duties such as VAT, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases (including VAT). Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax. Any subscription (whether monthly or annual) will be deemed automatically to renew for an additional month (or year) as the case may be, unless (i) Customer cancels via the Payment page or Customer gives us written notice that it wishes the subscription concerned to lapse not less than 7 (seven) days prior to the end of their monthly or annual subscription or (ii) Customer notifies us in writing of a Thirty Day Refund Termination (as defined below).
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are 7 (seven) days or more overdue [or we encounter three failed attempts to take a monthly payment based on Customer's debit or credit card details], we may, at our election and without limiting our other rights and remedies suspend Customer's account and access to the Services [and that of its Authorised Users] until full payment has been received by us, and/or terminate Customer's account and access to the Services [and that of its Authorised Users].
For any breach of a warranty in this section, Customer's exclusive remedies are those described in the sections titled "Termination for Cause" and "Effect of Termination".
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
We may utilise our employees, those of our corporate affiliates and third party contractors in exercising our rights and performing our obligations under the Contract ['Related Parties']. We will be responsible for Related Parties' compliance with our obligations under the Contract.
We own and will continue to own our Services, including all related intellectual property rights in and to the Platform and the Software throughout the world for the full duration of all such rights and any renewals and extensions. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non- sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorised Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with (and limited to the duration of) the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
The Contract remains effective until all subscriptions ordered under the have expired or been terminated or (if earlier) the Contract itself terminates. Termination of the Contract will terminate all subscriptions for the Customer and all its Authorised Users. In the event of termination of the term of the applicable subscription by either Customer or us, there shall be no refund to Customer of any kind, SAVE THAT if Customer notifies us in writing that it requests a refund of their subscription within the first 30 (thirty) days of that subscription, Customer shall be entitled to a refund of the subscription payment paid to us for the first month of that subscription, as Customer's sole remedy (whether in respect of a monthly or annual subscription) and the subscription concerned shall terminate on our receipt of such notification ('a Thirty Day Refund Termination'). Upon any other termination except for a Thirty Day termination, Customer will pay any unpaid fees covering the remainder of the term of the subscription after the effective date of termination. Other than in relation to a Thirty Day Termination, in no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within fourteen (14) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorised Users in violation of applicable law.
Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the User Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES.
OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER OUR AND/OR OUR RELATED PARTIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER WE AND/OR OUR RELATED PARTIES HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. WE DON'T EXCLUDE LEGAL RESPONSIBILITY FOR DEATH OR PERSONAL INJURY OWING TO OUR NEGLIGENCE, OR LEGAL RESPONSIBILITY FOR FRAUD OR FRAUDEULENT MISREPRESENTATION.
The Services will (but do not presently) support logins using two-factor authentication (“2FA”). We will not be responsible for any damages, losses or liability to Customer, Authorised Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of its Authorised Users. We will not be responsible for any damages, losses or liability to Customer, Authorised Users, or anyone else, if such information is not kept confidential by Customer or its Authorised Users, or if such information is correctly provided by an unauthorised third-party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Customer will indemnify us and our Related Parties (collectively, the "CoachingCloud Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer's or any of its Authorised Users' violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the CoachingCloud Indemnified Parties for all reasonable attorney's fees incurred and damages and other costs finally awarded against a CoachingCloud Indemnified Party in connection with or as a result of, and for amounts paid by a CoachingCloud Indemnified Party under a settlement Customer approves of (such approval not to be unreasonably withheld or delayed) in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control (at Customer's own expense), and cooperate with any reasonable requests assisting Customer's defence and settlement of such matter (at Customer's own expense). This section states Customer's sole liability with respect to, and the CoachingCloud Indemnified Parties' exclusive remedy against Customer for, any Claim Against Us.
Each party (“Disclosing Party”) may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract. "Confidential Information" is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all subscription orders as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled "Confidential", that's a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our Site and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time- to-time. We don't want to list customers who don't want to be listed, so Customer may send us an email to [insert email] stating that it does not wish to be used as a reference.
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract and this Contract cannot be directly enforced against us by Authorised Users.
Except as otherwise set forth herein, all notices under the Contract must be sent by email, although we may instead choose to provide notice to Customer through the Services. Notices of any kind to CoachingCloud must be sent to firstname.lastname@example.org. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Customer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer's account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorised User) accesses or uses the Services after the effective date, that use will [to the extent allowed by law] constitute Customer's acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Customer may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign the Contract in its entirety and/or any of our rights and obligations under this Contract, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or a sale of all or substantially all of our assets. Customer will keep its billing and contact information current at all times by notifying us of any changes. Any purported by Customer assignment in violation of this section is void. In the event of any purported assignment by Customer in breach of this section, we may (without limiting our other remedies) terminate the Contract upon written notice to Customer.
We are committed to providing a high quality service. To maintain this commitment we operate a formal complaints procedure. If you have any questions or complaints about the Services please contact email@example.com to make your complaint or make an enquiry.
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of England. The courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.
The Contract, including these Customer Terms and all referenced pages, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.