1.1 In this Agreement “you” means the reader.
1.2 Provided that you have paid and continue to pay to CoachingCloud all applicable fees from time to time, and subject to the terms of this Agreement, Wisdom11 Limited (company number 7363602) of 15 Grove Place, Bedford MK40 3JJ, UK (“Wisdom 11”) grants to you a non-exclusive, non-transferable licence to access and use:
1.2.1 the CoachingCloud coaching and mentoring service (“Service”) via the CoachingCloud website;
1.2.2 the software hosted by or on behalf of Wisdom 11 forming part of, or used to access, the Service (“Software”);
1.2.3 the document, audio and video files and other information and materials made available through the Service (“Content”).
1.3 Where indicated in the Service, you may download, print and/or store certain Content provided that no trade mark, copyright or other proprietary notices contained in or appearing on such Content are removed or altered in whole or in part. You may not otherwise copy, reproduce, distribute or exploit any Content.
1.4 You shall only use the Service, Software and Content for your own personal development purposes, and shall not use or provide services using the Service, Software or Content on behalf of any third party in any manner whatsoever.
1.5 You shall keep all login details and passwords for the Service strictly confidential and shall not disclose the same to any third party. You shall be responsible for any loss or damage resulting from use of any such details or passwords by any third party.
1.6 You shall not:
1.6.1 use the Service in such a way that disrupts, interferes with or restricts the use of the Service by other users; or
1.6.2 modify, delete, interfere with or misuse the Service or any part of it, nor attempt to do so.
1.7 Save to the extent expressly permitted by law, you shall not download, reproduce, modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer the Software or create derivative works based on the whole of or any part of the Software or incorporate the Software into any other software program, nor attempt to do any of the same.
2.1 You acknowledge that Wisdom 11 owns, or is licensed to use, all copyright and other intellectual property rights of whatever nature in and relating to the Service, Software and Content.
2.2 Subject to clauses 2.3 and 2.4, Wisdom 11 hereby indemnifies you and will keep you indemnified against any damages that are awarded to be paid to any third party in respect of any claim being brought against you that the normal use of the Service, Software or Content in accordance with this Agreement infringes the copyright of such third party provided that you:
2.2.1 immediately notify Wisdom 11 in writing of any such claim;
2.2.2 do not make any admission as to liability or compromise or agree any settlement of any claim without the prior written consent of Wisdom 11 or otherwise prejudice Wisdom 11 or any other third party’s defence of such claim;
2.2.3 give Wisdom 11, or such person as Wisdom 11 shall direct, immediate and complete control of the conduct or settlement of all negotiations and litigation arising from such claim; and
2.2.4 give Wisdom 11 and such other third parties as Wisdom 11 shall direct all reasonable assistance with the conduct or settlement of any such negotiations or litigation.
2.3 In the event of a claim that the use by you of the Service, Software or Content in accordance with the provisions of this Agreement infringes the copyright of a third party, Wisdom 11 shall have the right to terminate this Agreement immediately upon written notice to you.
2.4 In the event of any claim attributable to the use by you of the Service, Software or Content other than in accordance with the provisions of this Agreement, the provisions of clause 2.1 shall not apply and you shall indemnify Wisdom 11 against all liabilities, costs and expenses which Wisdom 11 may incur as a result of such claim.
3.1 Wisdom 11 is providing the Service, the Software and the Content on an “as is” and “as available” basis. Although all reasonable steps are taken to review and monitor the Content, Wisdom 11 does not warrant that the Content is accurate, complete or current, and where you rely on any Content you do so entirely at your own risk. Content is subject to variation at any time without notice.
3.2 Wisdom 11 shall use reasonable endeavours to make the Service available for use by you in accordance with this Agreement on a 24/7 basis. However you acknowledge that, owing to the nature of the internet, Wisdom 11 cannot guarantee 100% continuous access to the Service. Accordingly Wisdom 11 does not provide any warranty in relation to the availability of the Service.
3.3 ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, TRADE PRACTICE, CUSTOM, COURSE OF DEALING OR OTHERWISE (INCLUDING WITHOUT LIMITATION AS TO QUALITY, PERFORMANCE OR FITNESS OR SUITABILITY FOR PURPOSE) IN RESPECT OF THE SERVICE, SOFTWARE AND CONTENT ARE HEREBY EXCLUDED BY WISDOM 11 TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
4.1 Nothing in this Agreement shall exclude or restrict Wisdom 11’s liability for death or personal injury resulting from Wisdom 11’s negligence or for any fraudulent misrepresentation by Wisdom 11.
4.2 SUBJECT TO CLAUSES 4.1 AND 4.3, WISDOM 11’S LIABILITY TO YOU FOR DIRECT LOSS IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE SERVICE, SOFTWARE OR CONTENT SHALL BE LIMITED FOR ANY ONE INCIDENT OR SERIES OF CONNECTED INCIDENTS TO THE GREATER OF THE AMOUNTS PAID BY YOU TO WISDOM 11 IN RESPECT OF THIS AGREEMENT IN THE PRECEDING 12 MONTHS AND THE SUM OF £1,000.
4.3 SUBJECT TO CLAUSE 4.1, IN NO CIRCUMSTANCES SHALL WISDOM 11 BE LIABLE TO YOU WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN RESPECT OF DIRECT OR INDIRECT LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, LOSS OF OR COST OF RESTORATION OF DATA OR FOR USE OF ANY RESULTS OR CONCLUSIONS OBTAINED BY USE OF THE SERVICE, SOFTWARE OR CONTENT, OR ANY OTHER INDIRECT, CONSEQUENTIAL, FINANCIAL OR ECONOMIC LOSS OR DAMAGE COSTS OR EXPENSES WHATEVER OR HOWEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE SERVICE, SOFTWARE OR CONTENT.
4.4 IF ANY LIMITATION ON WISDOM 11’S LIABILITY CONTAINED IN THIS AGREEMENT IS JUDGED BY A COMPETENT COURT TO BE UNREASONABLE IN THE CIRCUMSTANCES, SUCH LIMITATION SHALL BE INCREASED TO THE AMOUNT THAT WISDOM 11 CAN RECOVER FROM ITS INSURERS FOR THE LOSS IN QUESTION.
5.1 This Agreement will terminate automatically:
5.1.1 if you breach any term of this Agreement; or
5.1.2 if you suspend making payments on any of your debts or announce an intention to do so; become bankrupt or enter into a voluntary arrangement or makes any other assignment for the benefit of a composition with creditors; have a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of you or any of your assets; have any security over any of your assets enforced; or any analogous procedure or step is taken in any jurisdiction.
5.2 Upon termination of this Agreement for any reason you shall promptly pay all outstanding amounts owed by you to Wisdom 11 and destroy all copies of the Content in your possession or control.
5.3 Any termination of this Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under this Agreement or at law.
6.1 The failure or delay of Wisdom 11 to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
6.2 This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it.
6.3 No variation of this Agreement shall be valid unless it is in writing and signed by an authorised representative of each of the parties.
6.4 You shall not be entitled to assign this Agreement nor any of your rights or obligations hereunder nor to sub-licence the use of the Service, Software or Content.
6.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement, and no third party shall have any right to enforce any term of this Agreement.
6.6 If any provision of this Agreement is held to be unlawful, invalid or enforceable, in whole or in part, under any enactment or rule of law, such provision shall to that extent be severed from this Agreement and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.
6.7 This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.