Terms of Service

Terms of Service

 

These are the Terms of Service for Engagement Technology Ltd., trading as Engagement Multiplier, Empowered and The Empowered Program. Please read these terms carefully, they govern your relationship with Engagement Technology Ltd. and set forth the conditions under which Engagement Technology Ltd. makes its Websites, technology, and Services (together the ‘Website’) available to its Clients.

 

By accessing the Website, you agree to these Terms of Service (“Agreement”) on behalf of yourself, or the organisation you are authorised to represent.

 

  1. Definitions and Interpretation
  1. The following expressions have the following meanings (unless the context otherwise requires):
  1. ‘Agreement’ means these Terms of Service.
  2. ‘Billing Term’ means the billing period agreed at the time of subscription, being a period of either (a) one month in advance; or (b) 12 months in advance, unless otherwise agreed with Engagement Technology Ltd. in writing
  3. ‘Charges’ means the subscription rate paid or payable by the Client to subscribe to the Services, as agreed at the time of subscription and as may be amended in accordance with this Agreement.
  4. ‘Client’ means the individual or organisation entering into this Agreement.
  5. Client Data” means any data or information supplied by Subscribers to Engagement Technology Ltd. through the Services.
  6. ‘Documentation’ means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Engagement Technology Ltd. for the Services, including any specification, as amended by Engagement Technology Ltd. from time to time.
  7. ‘Effective Date’ means the date on which the Client subscribes to the Services or, the date of commencement of the Free Trial Service.
  8. ‘Engagement Technology Ltd.’ means Engagement Technology Limited, a private registered company incorporated in England and Wales with registered number 13943185 and registered office at The Old Vicarage Church Lane, Meriden, Coventry, England, CV7 7HX.
  9. Free Trial Service” means any Engagement Technology Ltd. service or functionality that may be made available by Engagement Technology Ltd. to the Client to try at the Client’s option, at no additional charge.
  10. ‘Initial Period’ means a period of 12 months, unless otherwise agreed in writing by the parties on or prior to the Subscription Date.
  11. ‘Licences’ means the user Licences subscribed to by the Client which entitle Subscribers to access and use the Services. Licences are transferable from one Subscriber to another.
  12. ‘Renewal Period’ means (a) if the Billing Term is monthly in advance, a period of one month; and (b) if the Billing Term is 12 months in advance, a period of 12 months, in each case unless otherwise agreed in writing by the parties on or prior to the Subscription Date.
  13. ‘Services’ means the Services available through the Website.
  14. ‘Subscriber’ means an individual employee, contractor or agent of the Client who is authorised by the Client to use the Services provided through the Website on behalf of the Client.
  15. ‘Subscription Date’ means the date on which the Client subscribes to the Services.
  16. System Data’ means anonymised or aggregated Client Data and other data collected by Engagement Technology Ltd. regarding the Services.
  17. ‘Website’ means all websites operated by Engagement Technology Ltd. and through which it provides licence based subscriptions to its Services.
  1. References to persons include individuals, bodies corporate (whether incorporated), unincorporated associations and partnerships.
  2. References to the singular include the plural, and vice versa.
  3. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

  1. Licences
  1. In consideration of the payment by the Client of the Charges, Engagement Technology Ltd. hereby grants the Client a non-exclusive, non-transferable, non-sublicensable right and limited licence to access and use the Services for its own internal business purposes.
  2. The Client is entitled to the number of Licences selected at the time of subscription, or as otherwise agreed with Engagement Technology Ltd. in writing.  The Client may review the number of Licences subscribed to at the end of the Initial Period and each subsequent Renewal Period and amend if required provided 30 days or more prior notice to the expiry of the then Initial or Renewal Period.
  3. The Client shall be responsible for allocating Licences to the Subscribers.
  4. The Client will:
  1. be responsible for all use of the Services under its account (whether by its Subscribers or otherwise);
  2. use reasonable endeavours to prevent unauthorised access to or use of the Services and the Client Data and notify Engagement Technology Ltd. promptly of any unauthorised access or use of the same; and
  3. be responsible for obtaining and maintaining any equipment, software and ancillary software, services or data needed to connect to, access or otherwise use the Services, including as set forth in the Documentation. The Client will be solely responsible for its failure to maintain such equipment, software and services, and Engagement Technology Ltd. will have no liability for such failure.
  1. Engagement Technology Ltd. may modify, enhance, or otherwise change (including through routine upgrades and bug fixes) the Services and Documentation (in whole or part), including the technical, functional, administrative and operative methods of supply of the same, from time to time. The Client agrees that nothing stated herein shall limit Engagement Technology Ltd. in any way from determining in its sole discretion how to provide the Services to the Client.
  2. If the Client registers for a Free Trial Service, Engagement Technology Ltd. will make such Free Trial Service available to the Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which the Client registered to use the applicable Free Trial Service, or (b) the start date of any Service subscription purchased by the Client corresponding to such Free Trial Service. Notwithstanding anything to the contrary, the Free Trial Service is provided “as-is” without any representation, warranty or indemnity.

 

  1. Licence Restrictions
  1. The rights granted herein are subject to the following restrictions. The Client will not directly or indirectly:
  1. reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services (except if permitted by applicable law and required to integrate the Services with other software where Engagement Technology Ltd. is not prepared to carry out such activity at a reasonable fee or provide the Client with the information reasonably necessary to achieve such integration for a reasonable cost within a reasonable period);
  2. remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the Services or the Documentation;
  3. make copies, electronic or otherwise, of any Client Data for any external purpose;
  4. frame or mirror any part of the Services, other than framing on the Client’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;
  5. attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorisation or wilfully render any part of the Services unusable for any user;
  6. use or access the Services or intellectual property of Engagement Technology Ltd.: (i) to develop a product or service that is competitive with Engagement Technology Ltd’s. products or services; or (ii) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to the Services;
  7. transfer, distribute, resell, lease, licence, or assign the Services;
  8. allow the Services to become the subject of any charge, lien or encumbrance; or
  9. otherwise use the Services: (i) in violation of applicable law; (ii) to infringe or violate third party rights; or (iii) other than for its own internal business purposes.

 

  1. Additional Licences
  1. The Client may increase its number of Licences at any time. Any additional Licences ordered will be purchased based on the Client’s then applicable subscription rate.
  2. Any additional Licences will be invoiced pro-rata to the number of calendar days remaining from the date on which the order is placed to the Client’s next invoice due date in accordance with the applicable Billing Term.
  3. Additional Licence invoices are due on the date the order is placed.
  4. Additional Licences subscribed to by the Client will automatically be reflected on the total number of Licences charged on each subsequent invoice.

 

  1. Duration
  1. This Agreement shall commence on the Effective Date and shall terminate at the completion of the Free Trial Service or continue for the Initial Period per clause 2.6. After the expiry of the Initial Period, this Agreement shall automatically renew for additional successive Renewal Periods.
  2. Either party may terminate the Agreement by providing at least 30 days prior written notice to the other party, such notice to expire no earlier than the expiration of the Initial Period or the then current Renewal Period.

 

  1. Charges and Payment
  1. Licences will be provided to the Client at the applicable subscription rate agreed at the time of subscription for the number of Licences purchased. Charges are fixed for the Initial Period and any applicable Renewal Period. Any change to the Charges will be communicated by Engagement Technology Ltd. to the Client in writing at least 90 days prior the date such changes are intended to come into effect.
  2. The minimum number of Licences on which the Charges will be levied shall be 50.
  3. The Client shall pay the Charges for the Initial Period, and each relevant Renewal Period, for the number of Licences subscribed to, or the minimum number of Licences specified in clause 6.2, whichever is greater.
  4. If the Client has provided its credit card details to Engagement Technology Ltd., the Client hereby authorises Engagement Technology Ltd. to bill such credit card in accordance with the applicable Billing Term for the Charges payable in respect of the Services.  If no credit card has been provided, Engagement Technology Ltd. shall invoice the Client for the Charges payable in respect of the Services in accordance with the applicable Billing Term and the Client shall pay such invoices on the due date specified on the invoice.
  5. All Charges stated or referred to in this Agreement:
  1. shall be payable in British Pounds (GBP) or United States Dollars (USD), as determined by Engagement Technology Ltd.  The Client will be invoiced in British Pounds (GBP) if it has a registered business address within the United Kingdom of Great Britain and Northern Ireland, the European Economic Area (EEA) or Switzerland;
  2. are non-cancellable and non-refundable (even if the number of Subscribers decreases during the applicable Initial Period or Renewal Period); and
  3. are exclusive of VAT or any other relevant local taxes.
  1. If Engagement Technology Ltd. has not received payment within 30 days after the due date for payment, and without prejudice to any other rights and remedies of Engagement Technology Ltd., Engagement Technology Ltd. may, without liability to the Client or any Subscriber:
  1. suspend the Licences provided to the Client and disable access to all or part of the Services until such time as the payment(s) concerned is paid;
  2. pursue any available legal remedies in the event an invoice remains outstanding more than 30 calendar days after the invoice due date; and
  3. charge interest at the rate of 4% per annum above the Bank of England base rate as it applies at that time. Any applicable interest to be calculated Daily from the applicable invoice due date(s) until payment is received.

 

  1. Termination
  1. Without prejudice to clause 5.2, either party may terminate this Agreement with immediate effect by giving notice to the other (the ‘Defaulting Party’) if:
  1. the Defaulting Party is in breach of any of its obligations under this Agreement, and, if the breach is capable of remedy, it has continued unremedied for a period of 30 days after the notifying party has given notice to the Defaulting Party specifying the breach: or
  2. the Defaulting Party shall have a receiver, or an administrative receiver, appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order or become bankrupt or shall enter into any voluntary agreement with its creditors or shall cease or threaten to cease to carry on business.
  1. Following termination of this Agreement for any reason, the parties shall have no further obligations or rights under this Agreement, without prejudice to those which have accrued to either party prior to termination.
  2. Upon termination of this Agreement all rights and obligations will immediately terminate except that accrued payment obligations and any terms or conditions that by their nature should survive such termination will survive, including the licence restrictions in clause 3 and provisions relating to proprietary rights and confidentiality, disclaimers, limitations of liability, termination and the general provisions below. Nothing in this clause 7.3 will relieve the Client of its obligation to pay Engagement Technology Ltd. any amounts (including Charges) that are due as at the effective date of such termination.

 

  1. Disclaimer of Warranties and Limitation of Liability
  1. Engagement Technology Ltd. shall not be liable for any delay or failure to perform any of its obligations under this Agreement if such delay or failure is due to any cause beyond its reasonable control.
  2. The Client acknowledges the Services, the Website and its contents are provided on an “as-is” and “as available” basis. The Client acknowledges that Engagement Technology Ltd. may suspend or restrict access to all or part of the Services to carry out scheduled or emergency maintenance (in which case Engagement Technology Ltd. shall use commercially reasonable endeavours to minimise the disruption caused to the Client). Engagement Technology Ltd. makes no representations or warranties of any kind, express or implied, with respect to the Services, the Website or its contents, including the accuracy, suitability, reliability, completeness, performance, freedom from malicious programs, or timeliness. To the maximum extent permitted by applicable law, all implied warranties and conditions, including those of satisfactory quality or fitness for a particular purpose are excluded.
  3. Subject to clause 8.5, neither Engagement Technology Ltd. nor the Client shall be liable under or in connection with this Agreement, whether in contract, tort (including for negligence) or breach of statutory duty, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss (in each case whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges, or expenses however arising.
  4. Engagement Technology Ltd’s. total aggregate liability for any and all claims under or in connection with this Agreement in any 12 month period, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise shall be limited to the total Charges paid for the Licences, by the Client, during that 12 month period.
  5. Nothing in this Agreement excludes or restricts the Client’s obligation to pay the Charges set forth in clause 6 and any liability that cannot be excluded or restricted under applicable law.

 

  1. Intellectual Property
  1. As between the parties, Engagement Technology Ltd. exclusively owns all right, title and interest (including intellectual property rights) in and to the Website, Services and all content therein, Engagement Technology Ltd’s. confidential information and System Data, and the Client exclusively owns all right, title and interest in and to the Client Data and the Client’s confidential information.
  2. The Client may from time to time provide Engagement Technology Ltd. with suggestions or comments for enhancements or improvements, new features or functionality or other feedback. Engagement Technology Ltd. will have an unencumbered right, without any obligation to compensate or reimburse the Client, to use, incorporate and otherwise fully exercise and exploit any such suggestions or comments in connection with its products and services.

 

  1. Confidentiality and Data Protection
  1. For the purpose of this clause 10, confidential information, means any information acquired concerning the other party or a group company of the other party or its affairs including any the Client Data, save that nothing in this clause 10 shall prevent the disclosure of any information received form the other party to this Agreement if such information:
  1. was in the possession of, or was known to, that party prior to its receipt from the other party;
  2. is independently developed by such party without the utilisation of confidential information;
  3. is in, or comes into, the public domain otherwise than as a result of its wrongful disclosure by such party; or
  4. is, or becomes available to such party from a source other than the other party or any of its advisers, representatives, directors, officers, employees or agents.
  1. If the parties exchange confidential information under or in connection with this Agreement, such confidential information shall be used solely in order to comply with obligations and exercise rights contained in this Agreement.
  2. Neither party will disclose the non-public terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.
  3. Except as may be otherwise agreed in writing, confidential information shall be maintained as confidential by the receiving party and by members of any group company of the receiving party. The receiving party may disclose confidential information only:
  1. on a need-to-know basis to such party’s employees who agree to maintain the confidentiality of the disclosing party’s confidential information with the same degree of care as applies to the receiving party’s own confidential information; or
  2. as required to be disclosed by law or by an order of a court or tribunal of competent jurisdiction, the rules or regulations of any governmental official or regulatory body (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use reasonable endeavours to minimise such disclosure to the extent permitted by applicable law).
  1. Engagement Technology Ltd. shall not be required to provide the Client with any data supplied to it by Subscribers, save as where required by applicable law.
  2. On termination of this Agreement, each party shall, with the exception of System Data supplied by the Client or its Subscribers to Engagement Technology Ltd., delete all the other party’s confidential information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable). Engagement Technology Ltd. shall retain System Data for as long as necessary for the uses set out in this Agreement or whilst there is a legitimate business or legal reason for doing so. If the Client requests deletion of System Data before this time, we may not be able to do so for technical, legal, regulatory or contractual constraints.
  3. Engagement Technology Ltd. is a data processor of Client Data that contains personal data (as defined by General Data Protection Regulation (EU) 2016/679) and shall process such personal data in accordance with the Data Processing Agreement agreed between the Client and Engagement Technology Ltd. In the event of any conflict or inconsistency between the Data Processing Agreement and these Terms of Service, the Data Processing Agreement shall prevail.

 

  1. General
  1. This Agreement constitutes the entire agreement and understanding between the parties relating to its subject matter and supersede any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter. No addition or modification of this Agreement shall be effective unless it is signed by a duly authorised representative of both parties.
  2. Neither party relies on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) (in each case whether contractual or non-contractual) which is not expressly set out in this Agreement.
  3. Engagement Technology Ltd. may assign or transfer its rights and obligations under this Agreement. The Client shall not assign its rights under this Agreement other than to a subsidiary, parent or sister company of the Client without the prior written consent of Engagement Technology Ltd.
  4. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties and pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
  5. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, that the remaining provisions of this Agreement will be unaffected.
  6. No delay or failure on the part of either party to exercise or to enforce any right given to it by this Agreement or at law, shall constitute a waiver of either parties’ respective rights.
  7. This Agreement (and any non-contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation) shall be governed by and construed in accordance with English law and the Client and Engagement Technology Ltd. submit to the exclusive jurisdiction of the English Courts. Notwithstanding the foreground, in the event of actual or threatened breach of the licence restrictions in clause 3 or clause 10, Engagement Technology Ltd. shall be entitled to seek immediate injunctive and other equitable relief in any jurisdiction, without waiving any other rights or remedies available to it.

 

Engagement Technology Ltd. Terms of Service version 1.2 November 2023

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