Subscription Terms

These Subscription Terms (Terms) govern the provision by MySalesCoach Limited (Company No. 14314474) (MySalesCoach) of the Subscription Services to a Customer. They apply where incorporated by reference in an Order Form executed by the parties. In the event of any conflict, a term contained in the Order Form shall have priority over a term in these Terms.

 

1. Interpretation

1.1 Definitions

In these Terms, the following definitions apply:

Agreed Purposes: the purpose of performing the Subscription Services.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Confidential Information: (a) any information belonging to either party that has been designated as confidential in writing or that ought reasonably to be considered confidential, including information whose disclosure would, or would be likely to, prejudice the commercial interests of any person; (b) trade secrets, Intellectual Property Rights and know-how of either party; and (c) all personal data and sensitive personal data within the meaning of the Data Protection Legislation.

Contract: the agreement between the Customer and MySalesCoach consisting of the Order Form, these Subscription Terms, and (where applicable) any executed Customer Addendum for the supply of the Subscription Services.

Customer: the customer as identified in the Order Form.

Customer Addendum: a written document executed by both parties that amends or supplements these Terms for a specific Customer. In the event of conflict, the Customer Addendum shall take priority over these Terms, and these Terms shall take priority over any other prior representations or agreements.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 as amended.

Fees: the fees payable by the Customer as set out in the Order Form.

Initial Term: the term starting on the Subscription Start Date and ending on the Subscription End Date.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade 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 Confidential Information, and all other intellectual property rights, whether registered or unregistered, including applications and rights to apply for the same.

MySalesCoach: the supplier of the Subscription Services as identified in the Order Form.

MySalesCoach IPRs: all Intellectual Property Rights generated by MySalesCoach either prior to the date of this Contract or separately to the provision of the Subscription Services, including but not limited to the MySalesCoach online platform, website, and technology.

Rolling Term: the term starting on the Subscription End Date and continuing until the Contract is terminated in accordance with clause 9.

Shared Personal Data: personal data exchanged between the parties for the purposes of performing the Contract, confined to: (a) contact data, including name, telephone number, and email address; (b) financial data, including bank details; and (c) any other personal data that could reasonably be processed during a coaching session.

Subscription End Date, Subscription Start Date, Subscription Services, Subscription Terms, Subscription Year, Term, Permitted Recipients: as defined in the Order Form or elsewhere in these Terms.

1.2 Interpretation

References to legislation include that legislation as amended, extended or re-enacted. Words such as 'including' and 'for example' are illustrative and non-exhaustive. References to 'writing' include email.

2. Subscription and Renewal

2.1 The Subscription Services shall commence on the Subscription Start Date and continue until the Subscription End Date (Initial Term). After the Initial Term, the Contract shall renew automatically for successive one-year terms unless either party gives 30 days' written notice prior to the end of the then-current term.

2.2 These Terms are published online. MySalesCoach may update them from time to time. MySalesCoach will provide at least 30 days' written notice of any material change. If a Customer does not accept a material change, it may terminate on written notice before the change takes effect, without penalty. No refund of Fees already paid shall be due in such circumstances. Continued use following the notice period constitutes acceptance.

3. Subscription Services

3.1 MySalesCoach shall supply the Subscription Services for the length of the Term.

3.2 In supplying the Subscription Services, MySalesCoach shall: (a) perform them with reasonable care and skill; (b) perform them in accordance with the scope agreed in the Order Form; (c) ensure standards and techniques used are of satisfactory quality and fit for purpose; (d) comply with all applicable laws, statutes, regulations from time to time in force (provided that MySalesCoach shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;) and (e) observe all reasonable health and safety rules and regulations and security requirements that apply and have been communicated to MySalesCoach (provided that the MySalesCoach shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.)

3.3 The Customer may purchase additional Subscription Services during the Term by signing an additional Order Form. Additional Order Forms form part of the Contract and will be covered by any renewal.

4. Customer's Obligations

4.1 The Customer shall: (a) co-operate with MySalesCoach in all matters relating to the Subscription Services; (b) provide, in a timely manner, such information as MySalesCoach may reasonably require, and ensure it is accurate and complete; and (c) ensure it has sufficient internet connection, hardware, and software to engage with the Subscription Services.

4.2 If MySalesCoach's performance is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, MySalesCoach: (a) shall not be liable for costs or losses arising from such prevention or delay; (b) shall be entitled to payment of the Fees despite such prevention or delay; and (c) be entitled to recover any additional costs, charges or losses MySalesCoach sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Data Protection

5.1 Each party shall comply with its respective obligations under the Data Protection Legislation. The parties acknowledge that, in relation to the processing of personal data of the Customer's employees, contractors, and users in connection with the Subscription Services, MySalesCoach acts as a data processor on behalf of the Customer (who acts as data controller), on the terms set out in the MySalesCoach Data Processing Agreement. Where MySalesCoach processes personal data as a data controller in its own right (for example, for its own internal operations, account management, or compliance purposes), it does so in accordance with its Privacy Policy. A material breach of the Data Protection Legislation by one party, if not remedied within 7 days of written notice from the other party, shall give the other party grounds to terminate the Contract with immediate effect in accordance with clause 9.

5.2 Each party shall: (a) ensure that it has all necessary notices, consents, and lawful bases in place to enable lawful transfer of Shared Personal Data to the Permitted Recipients for the Agreed Purposes; (b) give full information to any data subject whose personal data may be processed; (c) process Shared Personal Data only for the Agreed Purposes; (d) not disclose or allow access to Shared Personal Data to anyone other than the Permitted Recipients; (e) ensure that all Permitted Recipients are subject to appropriate written contractual obligations; and (f) maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing.

5.3 International transfers. Neither party shall transfer personal data outside the UK unless: (a) the transfer is to a country with an adequacy decision; (b) appropriate safeguards (including Standard Contractual Clauses or their UK equivalent) are in place; or (c) another lawful transfer mechanism applies.

5.4 MySalesCoach uses Artificial Intelligence (AI), Machine Learning (ML), and related technologies as part of the normal delivery, operation, and improvement of the Services. This includes (without limitation) generating session summaries, insights, recommendations, analytics, automation, and operational support functions. Such use forms an integral part of the Services and cannot be disabled on a per-customer basis.

To improve and enhance the Services for all customers, MySalesCoach may use data derived from coaching interactions in aggregated and irreversibly anonymised form. Such data is processed so that no individual or organisation is identifiable by means reasonably likely to be used. Anonymised and aggregated data may be used for service improvement, system optimisation, research, benchmarking, and AI system enhancement. For the avoidance of doubt, irreversibly anonymised and aggregated data does not constitute Customer Data.

MySalesCoach does not use identifiable Customer Data to train third-party AI models. Where MySalesCoach proposes to use identifiable or pseudonymised Customer Data to train or refine AI models for use across multiple customers (beyond the delivery of the Services to the Customer), the Customer may opt out by written notice to privacy@mysalescoach.com. Any such opt-out will not affect the use of AI and related technologies in delivering the Services to the Customer.

5.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about receipt of any data subject access request;

(c) provide the other party with reasonable assistance in complying with any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner’s Office or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 5; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

6. Intellectual Property

6.1 MySalesCoach and its licensors retain ownership of all MySalesCoach IPRs.

6.2 MySalesCoach grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence to use MySalesCoach IPRs solely for the purpose of receiving and using the Subscription Services internally within the Customer's business during the Term.

7. Fees and Payment

7.1 The Customer shall pay MySalesCoach the Fees in accordance with this clause 7.

7.2 Fees are invoiced annually in advance of each Subscription Year.

7.3 All Fees exclude VAT, which the Customer shall pay at the prevailing rate where applicable, subject to receipt of a valid VAT invoice.

7.4 All invoices submitted for the Fees will be plus VAT (if applicable) to the Customer and in accordance with the Order Form. Each invoice shall include all reasonable supporting information required by the Customer.

7.5 The Customer shall pay each invoice due, if any, and submitted to it by MySalesCoach, within 30 days of receipt, to a bank account nominated in writing by MySalesCoach.

7.6 If the Customer fails to make any payment due to MySalesCoach under the Contract by the due date for payment, then, without limiting MySalesCoach’s remedies under clause 9 (Termination):

7.6.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 4%; and

7.6.2 MySalesCoach may suspend all Subscription Services until payment has been made in full.

7.7 All amounts due shall be paid in full without set-off, counterclaim, deduction, or withholding (other than any withholding required by law).

8. Limitation of Liability

8.1 References to liability in this clause include every kind of liability arising under or in connection with the Contract, including in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in this clause 8 limits liability that cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

8.3 Nothing in this clause 8 limits the Customer's payment obligations.

8.4 Neither party may benefit from the limitations in this clause in respect of any liability arising from its deliberate default.

8.5 MySalesCoach's total aggregate liability to the Customer arising in connection with the performance or contemplated performance of this Contract, in relation to each Subscription Year in which a breach occurs, shall not exceed 200% of the total Fees paid by the Customer during that Subscription Year.

8.6 Subject to clauses 8.2 to 8.5, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data, or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

8.7 MySalesCoach has given commitments as to compliance of the Subscription Services with relevant specifications in clause 3 (Subscription Services.) In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Customer notifies MySalesCoach that it intends to make a claim in respect of an Event within the notice period, MySalesCoach shall have no liability for that Event. The notice period for an Event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the Event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. Termination

9.1 Either party may terminate the Contract immediately on written notice if the other party: (a) commits a material breach that is irremediable, or fails to remedy a remediable breach within 7 days of notice; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to it, MySalesCoach may terminate the Contract at any time with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.3 During the Rolling Term, either party may terminate by giving one month's written notice.

9.4 On termination: (a) the Customer shall immediately pay to MySalesCoach all of MySalesCoach’s outstanding unpaid invoices and interest and, in respect of Subscription Services supplied but for which no invoice has been submitted, MySalesCoach may submit an invoice, which shall be payable immediately on receipt; (b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and (c) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10. Disclaimer

10.1 MySalesCoach is not responsible for the content of any external websites or resources linked to or recommended through the Subscription Services.

10.2 MySalesCoach does not make any warranties or guarantees regarding any particular business result or income increase from use of the Subscription Services.

10.3 The Subscription Services are not a substitute for legal, financial, or other professional advice. Outputs generated by AI-enabled features, including Agentic Features, do not constitute professional advice of any kind.

11. General

11.1 Force majeure. Neither party shall be liable for delay or failure to perform its obligations to the extent caused by events beyond its reasonable control.

11.2 Assignment and other dealings

11.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without MySalesCoach’s prior written consent.

11.2.2 MySalesCoach may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality

11.3.1 Each party undertakes that it shall not during the Term, and for a period of six years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by this clause 11.3. For the purposes of this clause 11.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

11.3.2 Each party may disclose the other party's Confidential Information:

11.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 11.3; and

11.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3.3 Neither party shall use any other party's Confidential Information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement. The Contract (comprising the Order Form, these Terms, and any Customer Addendum) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to its subject matter.

11.5 Amendments. These Terms may be updated by MySalesCoach in accordance with clause 2.2. Any other amendment to the Contract must be agreed in writing (which may include a Customer Addendum executed by both parties).

11.6 Waiver.

11.6.1 waiver of any subsequent right or remedy.

11.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

11.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

11.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

11.8.1.2 sent by email to the address specified in the Order Form.

11.8.2 Any notice shall be deemed to have been received:

11.8.2.1 if delivered by hand, at the time the notice is left at the proper address;

11.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

11.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.8.3 This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9 Third party rights.

11.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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

Acceptance

These Terms are accepted by the Customer by execution of an Order Form that incorporates them by reference, or by such other acceptance mechanism as may be specified in the relevant Order Form. Where a Customer Addendum is executed, it is signed by both parties and attached to or incorporated by reference into the relevant Order Form.

These Terms shall take effect as of the date the Order Form referencing these Terms and Conditions is last signed by each of the parties