Home / Terms of Service

PLEASE READ THESE LICENCE TERMS CAREFULLY

This Licence agreement (Licence) is a legal agreement between you (Licensee or you) and The Engagement Coach Limited, incorporated and registered in England and Wales with company number 9395138 whose registered office is at 1st Floor 2 Woodberry Grove, Finchley, London BH2 0DR (Licensor, us or we) for:

  • Use of the online programme enabling you to undertake the online learning development program ‘In Good Company’ (the Services); and
  • Online or electronic documentation (the Documentation)

OPERATING SYSTEM REQUIREMENTS: 

Our platform is provided by Virtual College and is compatible with all common operating systems, including tablet, iPads and mobile devices. For desktop computer/ laptop we recommend the following:

  • Windows Vista and above to Windows 7 and above
  • OSx Snow Leopard 10.6 and above to OSx Yosemite 10.10 and above
  • Ios 9 and 10
  • Andriod Lollipop, Marshmallow and Nougat

Virtual College’s systems are fully compatible with the following internet browsers:

  • Internet Explorer (IE) 11 and above
  • Microsoft Egde
  • Google Chrome latest version
  • Mozilla Firefox latest version

To ensure successful delivery of automated emails from the systems (eg password resets etc), it is highly recommended that the sending domains virtual-college.co.uk & vc-enable.co.uk are whitelisted, the sending IP is 89.248.58.103.

Technical note:

  • Emails are sent from a Tier 3 data centre which is subject to stringent access controls
  • All servers within this environment are continually monitored and OS hardened
  • Virtual College employ SPF, Sender ID and DKIM as proof of sender
  • Virtual College continually monitor blacklists to ensure their servers are not listed
  • Virtual College do not use a mail transfer agent and send direct to DNS, this allows quick diagnosis and working with customers, will allow resolution to any mail issues
  • SMTP logs are archived and current ones checked regularly

 

Licence terms

  1. Interpretation
    • The definitions and rules of interpretation in this clause apply in this Licence:
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified by us as confidential information.
  • Licensee Data: the data inputted by You, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
  • Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter:
    1. unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
    2. any successor legislation to the GDPR or the Data Protection Act 1998.
  • Effective Date: the date on which you accept the terms of this Licence.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
  • Online Learning Development Programme: the online learning development programme ‘In Good Company’ made available to you by us as part of this Licence.
  • Licence Fee: the licence fees payable by you to us for your User Licence, as set out in paragraph 1 of Schedule 1.
  • Licence Term: has the meaning given in clause 1.
  • Support Services: The Services more particularly described in Schedule 4.
  • User Licence: the user Licence purchased by you pursuant to clause 1 which entitles you to access and use the Services and the Documentation in accordance with this Licence.
  • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
    • a reference to writing or written includes e-mail but not faxes.
    • References to clauses and schedules are to the clauses and schedules of this Licence; references to paragraphs are to paragraphs of the relevant schedule to this Licence.
  1. User Licence
    • Subject to you purchasing the User Licence in accordance with clause 1, the restrictions set out in this clause 2 and the other terms and conditions of this Licence, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Services and the Documentation during the Licence Term solely for your personal purposes only.
    • You undertake that you will not allow or suffer your User Licence to be used by a third party.
    • You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • depicts sexually explicit images;
      • promotes unlawful violence;
      • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

  • The Services are available to you for use as set out in accordance with this Licence and the Documentation, including the restrictions on use set out therein. More particularly you shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Licence:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Online Learning Development Programme or the software on which it is based and/or Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Online Learning Development Programme or the software on which it is based; or
    • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
    • use the Services and/or Documentation to provide services to third parties; or
    • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or
    • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
  • You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
  • The rights provided under this clause 2 are granted to you only and are not assignable.
  1. Services
    • We shall, during the Licence Term, provide the Services and make available the Documentation to you on and subject to the terms of this Licence.
    • We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      • planned maintenance which requires service interruption carried out during the maintenance window of 10.00 pm to 2.00 am UK time of which we will give you not less than 48 hours notice; and
      • unscheduled maintenance performed outside Normal Business Hours, provided that the we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.
    • We will, as part of the Services, provide you with email Support Services during Normal Business Hours.
  2. Licensee data
    • You shall own all rights, title and interest in and to all of the Licensee Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Licensee Data.
    • We shall follow our Privacy Policy, available at https://www.theengagementcoach.co.uk/privacy-policy.pdf or such other website address as may be notified to you from time to time. In the event of any loss or damage to Licensee Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub-contracted by us to perform services related to Licensee Data maintenance and back-up for which it shall remain fully liable under clause 6). We will delete all Licensee Data (which includes Personal Data) on expiry of the Licence Term.
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
    • The parties acknowledge that:
      • if we process any of your personal data on your behalf when performing our obligations under this Licence, you are the data controller and we are the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
      • Schedule 3 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
      • the personal data may be transferred or stored outside the EEA or the country where you are located, in order to carry out the Services and our other obligations under this Licence.
    • Without prejudice to the generality of clause 3, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Licence:
      • process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws).
      • not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
        • appropriate safeguards have been provided in relation to the transfer;
        • you have enforceable rights and effective legal remedies;
        • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        • we comply with your reasonable instructions notified to us in advance with respect to the processing of the Personal Data;
      • in providing the Services, comply with our Privacy Policy available at https://www.theengagementcoach.co.uk/privacy-policy.pdf or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
      • notify you without undue delay on becoming aware of a Personal Data breach;
      • at your written direction, delete or return Personal Data and copies thereof to you on termination of the Licence unless required by Applicable Law to store the Personal Data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 4.
    • The platform on which the Software is operated is provided and maintained by Virtual College. You consent to us appointing Virtual College as a third-party processor of Personal Data under this Licence (the Third Party). We confirm that we have entered or (as the case may be) will enter with the third-party processor a written agreement incorporating terms which are substantially similar to those set out in this clause 4.
    • We shall ensure that the Third Party has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
  3. Our obligations
    • We agree that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • Our obligation at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, we:
      • do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
      • 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 Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This Licence shall not prevent us from entering into similar licenses with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Licence.
  4. Your obligations

You shall:

  • provide us with:
    • all necessary co-operation in relation to this Licence; and
    • all necessary access to such information as may be required by us;

in order to provide the Services,

  • without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to its activities under this Licence;
  • carry out all other responsibilities set out in this Licence in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary; and
  • be solely responsible for procuring and maintaining your network connections and telecommunications links to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  1. Charges and payment
    • You shall pay the Licence Fees to us for the User Licence in accordance with this clause 7 and Schedule 1.
    • You shall on the Effective Date provide to us valid, up-to-date and complete credit card or debit card details acceptable us and any other relevant valid, up-to-date and complete contact and billing details and, if the you provide your debit or credit card details us, you hereby authorise us to bill such credit or debit card on the Effective Date for the Licence Fees payable in respect of the Licence Term. If we have not received payment within 7 days after the due date, and without prejudice to any other rights and remedies we have:
      • we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • All amounts and fees stated or referred to in this Licence:
      • shall be payable in pounds sterling;
      • are exclusive of value added tax which shall be added to our invoice (if applicable) at the appropriate rate.
  1. Cancellation Rights – ‘Cooling Off’ Period.
    • By ticking the ‘I agree’ box at the time of your order you agree that on receipt of your order, you obtain instant and full access to the Services. You have a 14 day ‘cooling off period’ after the day we email you to confirm we accept your order to cancel the Services and receive a full refund.
    • Loss of Cancellation Rights:

If at any time during the cooling off period you access any of the ‘In Good Company’ scenarios, you lose the right to cancel and obtain a refund.   

  1. Proprietary rights
    • You acknowledge and agree that we and/or its licensors own all Intellectual property rights in the Online Development Programme, the Services and the Documentation. Except as expressly stated herein, this Licence does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
  2. Indemnity
    • You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
      • You are given prompt notice of any such claim;
      • we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
      • You are given sole authority to defend or settle the claim.
    • In no event shall we, or our employees, agents and sub-contractors be liable to you to the extent that any alleged infringement is based on:
      • a modification of the Services or Documentation by anyone other than ourselves; or
      • your use of the Services or Documentation in a manner contrary to the instructions given to you by us.
    • The foregoing and clause 12.3(b) state your sole and exclusive rights and remedies, and our (including our employees’, agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  3. Limitation of liability
    • Except as expressly and specifically provided in this Licence:
      • you assume sole responsibility for results obtained from the use of the Services and the Documentation by us, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to you by us in connection with the Services, or any actions taken by the us at your direction;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Licence; and
      • the Services and the Documentation are provided to you on an "as is" basis.
    • Nothing in this Licence excludes our liability:
      • for death or personal injury caused by our negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 11.2:
      • we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however caused under this Licence; and
      • our aggregate liability in contract (including in respect of the indemnity at clause 9), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Licence shall be limited to the total Licence Fees paid for the User Licence during the 12 months immediately preceding the date on which the claim arose.
  1. Term and termination
    • This Licence shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for 12 months unless otherwise terminated in accordance with the provisions of this
    • Without affecting any other right or remedy available to us, we may terminate this Licence with immediate effect by giving written notice to you if:
      • you fail to pay any amount due under this Licence on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
      • you commit a material breach of any other term of this Licence, including the restrictions on use contained in the Documentation, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • you repeatedly breach any of the terms of this Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Licence; or
      • you propose, make or is subject to an arrangement or composition with your creditors generally or you have a bankruptcy order made against you.
    • On termination of this Licence for any reason:
      • all licences granted under this Licence shall immediately terminate and you shall immediately cease all use of the Online Learning Development Programme, the Services and/or the Documentation;
      • each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
      • we may destroy or otherwise dispose of any of the Licensee Data in its possession in accordance with clause 4.2, unless we receive, no later than 14 days prior to the termination of this Licence, a written request for the delivery to you of the then most recent back-up of the Licensee Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
      • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination shall not be affected or prejudiced.
  1. Complaints Policy

We are committed to providing high quality services and consumer care. If you are unhappy about any aspect of the service you receive, please contact The Engagement Coach team via support@theengagementcoach.co.uk. We have a written procedure that sets out how we handle complaints. It is available upon request.

  1. Force majeure

We shall have no liability to you under this Licence if we are prevented from or delayed in performing our obligations under this Licence, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

  1. Conflict

If there is an inconsistency between any of the provisions in the main body of this Licence and the Schedules, the provisions in the main body of this Licence shall prevail.

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Rights and remedies

Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance
    • If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.
    • If any provision or part-provision of this Licence is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Entire agreement
    • This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party acknowledges that in entering into this Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.
    • Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
    • Nothing in this clause shall limit or exclude any liability for fraud.
  3. Assignment
    • You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Licence.
    • We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Licence.
  4. Third party rights

This Licence does not confer any rights on any person or party (other than the parties to this Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Notices
    • Any notice required to be given by you or us under this Licence shall be sent by email. You shall designate an email address for such purposes. In default of such designation the email address shall be that provided with the purchase order.
    • Any notice required to be given by you to us under this Licence shall be sent by email to support@theengagementcoach.co.uk.
  2. Governing law

This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Licence Fees

  • Licence Fees

The Licence Fees shall be the sum set out on the purchase page of www.engaging-leaders.com as confirmed to you prior to placing your order and subsequently by email following purchase.  

Schedule 2 Licence Term

  • Licence Term: 12 months

Schedule 3 Processing your Personal Data

    1. Processing by us
    • Scope
    In order to run the programme for you, we will require the following Personal Data from you. Your:
      • First name
      • Surname
      • Job Role
      • Email address

    In completing the course you will be asked to complete questions, the response to which will form the basis of an automated review, designed to ensure that you have viewed the online videos and considered its content.

    Reports showing your progress detailing your: first name, surname, role, duration of training, assessment scores, time training accessed and which training hadn’t been attempted will be produced.

    We will not be processing data in the sense of making judgements about your answers given or the results attained.

    • Nature

    The processing is intended to be fully automated.

    • Purpose of processing:

    To provide results / feedback in respect of your accessing the course.

    To enable you to access the full range of services available within the ‘In Good Company’ course.

    To process payment

    To ensure applicable taxes are paid in the country of origin at the time of purchase

    • Duration of the processing

    12 months throughout the period of the course and then deleted on conclusion of the course.

    1. Types of Personal Data

    Non-sensitive

    Address details

    Payment details

    Responses to online questioning providing views on employee engagement and human interaction in the workplace based on a fictional scenario.

    1. Categories of Data Subject

    Yourself as a private individual

    Schedule 4 Support Services

    The supplier will provide email support via support@theengagementcoach.co.uk. The Supplier will endeavour to respond to all requests within 2 working days