Senior Leadership Programme Terms of Service

These Pragmatist Consulting (“Us”, “Our”, “We”) Terms of Service (these “Terms”) apply to your purchase of Our senior leadership coaching programme (“Programme”) directly from Us or through any of Our authorised resellers as identified in the quote, order form or online ordering document applicable to Our Programme (the “Order”). The purpose of these Terms is to establish the terms and conditions under which you will access, use and receive the Programme as described in the “Order”. These Terms shall take precedence over any other agreements, contracts or general terms that You may have entered into with a reseller as it relates to the Programme only. An Order is an integral part of these Terms and is fully incorporated herein. 

These Terms are solely between Us and you; any third party to whose services the Programme may allow connection is not a party to these Terms. Separate license terms apply to your use of such third-party services. To be eligible to register for a customer account in order to use or receive the Our Programme, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms, and, in such event, “you” and “your” will refer to that company or other legal entity. You and Us may be referred to as a “Party” or, together, as the “Parties”.

Our Programme is subject to these Terms and the related documentation, and any applicable Order submitted by you and expressly accepted by Us.

You acknowledge and agree that you have read, understood and agreed to these terms. If you do not agree with all the terms, conditions and limitations of these terms, you should not click the “I Accept” or “Get Started” button. Written approval by Us is not a prerequisite to the validity or enforceability of these terms and no solicitation of any such written approval by or on behalf of Us shall be construed as an inference to the contrary. acceptance by Us is expressly conditional on your assent to these terms to the exclusion of all other terms; if these terms are considered an offer by Us, acceptance is expressly limited to these terms.

Important note: these terms limit our liability to you. For more details, go to Section 13.

In addition, disputes related to terms or related to your use of the services generally must be resolved by a dispute resolution process which may lead to binding arbitration. For more details, go to Sections 26 and 28.

1. Changes to These Terms. We may update these Terms from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by Us, updates will be effective upon the effective date indicated at the top of these Terms of Service. The updated version of these Terms will supersede all prior versions. Following such notice, your continued access or use of the the programme on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Programme.
   

2. Your Account: Login. To access, use, or receive, the Programme, you will be asked to create a customer account. As part of the account creation process, you’ll be asked to provide your email address. When registering for the Programme, you must provide true, accurate, current, and complete information, about yourself as requested during the account creation process. You must keep that information true, accurate, current, and complete, after you create each account.
   

3. Your Responsibility. You are solely responsible for all access, use, and receipt, (whether or not authorised) of the Programme under your customer account(s). You agree to take all reasonable precautions to prevent unauthorised access to or use of the Programme and will notify us promptly of any unauthorised access or use. We will not be liable for any loss or damage arising from unauthorised use of your customer account(s).
   

4. Access to the Programme. During the term and subject to and conditioned on your payment of applicable fees and compliance with all the terms and conditions of these Terms, We will make the Programme available to you in accordance with these Terms, the applicable documentation, and any applicable Order, on a limited, non-exclusive and non-transferable basis, for use, access and receipt by you.
   

5. Reservation of Rights. Each party reserves all rights not expressly granted in these Terms and no licenses are granted by either party to the other party under these Terms except as expressly stated in an Order, whether by implication, estoppel or otherwise. Us or its licensors own and retain all right, title and interest (including all intellectual property rights and copyright) in and to the Programme, documentation, as applicable, including any modifications or improvements thereof.
   

6. Third-Party Services. We may use third-party services to help us provide the Us Services, but such use does not indicate that we endorse the third-party or the third-party services, or are responsible or liable for the third-party services or the actions or omissions of the third-party. In addition, the Programme may link to third-party websites to facilitate its provision of services to you. Please note that your use of such third-party services will be governed by the terms and Privacy Policy applicable to the corresponding third party or third-party service. We are not responsible for nor do we endorse these third-party websites or the organisations sponsoring such third-party websites or their products or services, whether or not we are affiliated with such third-party websites. You agree that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a third-party website or as a result of the presence of any third-party advertising on the Programme.
   

7. Modification by Us. We reserves the right to modify, enhance, or otherwise change, the Programme (or any part thereof) with or without notice. We will not materially degrade the service under the terms of this section 7.
   

8. Billing and Payment. We or the applicable reseller will bill, and you agree to pay for the Programme in accordance with the Order.
   
   You are responsible for providing valid and current payment information and you agree to promptly update your account information, including payment information, with any changes that may occur.
   

9. Taxes. Unless otherwise stated, the fees do not include taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (“Taxes”). You are responsible for paying Taxes assessed in connection with the Programme. You will be invoiced for such Taxes if We or the reseller believe it has a legal obligation to do so. You agree to pay such Taxes if so invoiced.
   

10. Term, Termination. The term for the Programme is 90 days (3 months). You may terminate these Terms or an Order subject hereto prior to the commencement of the 2nd classroom session upon written notice to Us. If you terminate the Programme after this point no fees shall be refunded.
    

11. Confidential Information. You acknowledge that you may obtain information relating to the Programme or Us that has not been released to the public, including, but not limited to, know-how, ideas, specifications, documentation, and other business, product, and data (“Confidential Information”). You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than the use of the Programme as licensed under these Terms. You will use the same degree of care that You use to protect the confidentiality of Your own confidential information of like kind and, in any case, at least a reasonable degree of care. You acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 14 and that, in the event of an actual or threatened breach of the provisions of this Section 14, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
    

12. Warranty Disclaimer. THE PROGRAMME AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE PROGRAMME IS AT YOUR SOLE RISK. IN ADDITION, WHILE WE ATTEMPT TO PROVIDE A GOOD USER EXPERIENCE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE PROGRAMME WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
    

13. Indemnification by Us. We will indemnify and defend you from and against any claim brought by a third party against you by reason of your use of a Samurai Service, as permitted hereunder, alleging that such Samurai Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (a “Claim”). Us shall, at its expense, defend such IP Claim and pay damages finally awarded against you in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Us for such defense, provided that (a) you promptly notify Us of the threat or notice of such IP Claim; (b) Us will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, Us shall not settle or compromise any claim that results in liability or admission of any liability by you without your prior written consent); and (c) you fully cooperate with Us in connection therewith. If use of a Service by you, your agents or users has become, or, in Us’s opinion, is likely to become, the subject of any such Claim, Us may, at Us’s option and expense, (i) procure for you the right to continue using the Samurai Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Us, terminate your subscription to the Samurai Service(s) and repay you, on a pro-rata basis, any subscription fees previously paid to Us for the corresponding unused portion of the term of your subscription for such Samurai Service(s). Us will have no liability or obligation to indemnify you with respect to any Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by you; (y) modification of the Samurai Service(s) by anyone other than Us; or (z) the combination, operation or use of the Samurai Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 16 state the sole, exclusive and entire liability of Us to you and constitute your sole remedy with respect to an Claim brought by reason of access to or use of a Service by you, your agents or users.
    

14. Indemnification by You. You agree to defend, indemnify and hold Us, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with: (i) your use of and access to the Us Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right or any third party agreement; (iv) any information you provide on or through the Service, or Us’s access or use of applications or APIs (each, a “Claim”). As used in this Section 17, “you” shall include anyone accessing the Service using your password.
    

15. Conditions of Indemnification. As a condition of the foregoing indemnification obligations set forth in Sections 16 and 17: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Infringement Claim or Customer Indemnifiable Claim, as applicable (collectively referred to as a “Claim”), provided, however, that the failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 18 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
    

16. Limitation of Damages and Remedies. IN NO EVENT SHALL Us OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH YOUR USE OF THE Us SERVICES, THIRD-PARTY USE OF THE Us SERVICES ENABLED BY YOU, OR YOUR OR THIRD-PARTY USE OF ANY DATA OR SOFTWARE ENABLED BY YOU VIA THE Us SERVICES. Us SHALL NOT BE LIABLE FOR LOSS, INACCURACY, INCOMPLETENESS, OR RELEASE OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARDLESS OF LEGAL THEORY, EVEN IF Us HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF Us ARISING OUT OF THESE TERMS, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY OF Us ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY YOU WITH RESPECT TO THE SPECIFIC Us SERVICE WHICH CAUSED THE CLAIM DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION 19 ARE ESSENTIAL AND THAT Us WOULD NOT PERMIT YOU TO USE THE Us SERVICES ABSENT THE TERMS OF THIS SECTION 19. THIS SECTION 19 SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION 19 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
    

17. Export Compliance, Sanctions. You acknowledge that the Programme may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not and shall not authorise any third-party to remove or export from the United States or allow the export or re-export of any part of the Programme or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Us Services are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
    
    You warrant that neither you or any entity or person that has direct or indirect control of fifty percent or more of your shares are not subject to any economic, trade or financial sanctions or other trade restrictions administered or enforced by the United Nations, the European Union, the United Kingdom, the United States of America or any other relevant jurisdiction, including, without limitation, the EU Consolidated list of persons, groups and entities subject to EU financial sanctions, the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons or any similar list maintained by any EU member state ("Sanctions"). You agree that if at any time you become subject to any Sanctions which prohibit or restrict Us's performance of or rights under the Terms, or the performance of the Terms exposes Us, or creates a risk of Us being exposed, to any Sanctions, including, without limitation, any extraterritorial or secondary sanctions, Us may suspend or terminate the Us Services upon such Sanctions becoming effective.
    
    A breach of this Section 17 shall be a material default for the purpose of Section 12.
    

18. Ownership. Us exclusively owns and reserves all right, title and interest in and to the Programme, documentation, our Confidential Information, and all anonymised or aggregated data resulting from use and operation of the Programme and that does not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”).
    

19. Suggestions and Contributions. If you submit suggestions or contributions (“Contributions”) you agree that: (a) We are not under any obligation of confidentiality with respect to your Contributions; (b) We may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way; (c) We will own your Contributions; and (d) you are not entitled to any compensation or reimbursement of any kind from Us under any circumstances for your Contributions.
    

20. Additional Addenda. Your use of the Programme, is subject to the Our Privacy Policy, Cookie Statement and Data Processing Agreement.  To the extent your use of the Programme allows you to use software, or you otherwise access and use the Programme software, such access and use shall be subject to the Software Terms of Use.
    

21. Data Protection. The terms of the Data Processing Agreement made part hereof (“Data Processing Agreement”) shall apply when personal data is being processed pursuant to these Terms.  Additionally, personal data may be disclosed in accordance with the Privacy Policy. You acknowledge that you have read the Privacy Policy and understand that it sets forth how We will collect, store, use and disclose your data including personal data. If you do not agree with our Privacy Policy, then you must stop using the Programme immediately.
    

22. Survival. Upon termination of these Terms, your payment obligations, the terms of this Section 22, and the terms of the following Sections will survive (i.e. still apply): Section 8 (Billing & Payment), Section 11 (Confidentiality), Section 12 Warranty Disclaimer, Section 13 (Indemnification by Us), Section 14 (Indemnification by You), Section 15 (Conditions of Indemnification), Section 16 (Limitation of Damages and Remedies), Section 18 (Ownership), Section 22 (Survival), Section 23 (Governing Law), and Section 25 (Agreement to Arbitration).
    

23. Governing Law. This Agreement shall be governed in all respects by the laws of England and Wales, without regard to its choice of law rules. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. 
    

24. Venue.  Except as provided in Section 28 (Agreement to Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or the Us Services shall be instituted in the applicable courts of England and Wales, and we each consent to the personal jurisdiction of these courts.
    

25. Agreement to Arbitration. Except for a disputes relating to you, your affiliates’, Us or Our affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents) (the “Excepted Disputes”). We and you agree to arbitrate. Except for claims for breach of confidentiality obligations, the parties agree that as a condition precedent to the institution of any action regarding disputes arising under or in connection with this Agreement all such disputes shall first be submitted to mediation before a professional mediator selected by the parties.  Such mediation shall be conducted at a mutually agreed time and place, shall not be less than two days in length, and the costs and expenses of the mediation, including but not limited to the mediator’s fees, shall be split equally between the parties.  The parties agree that they will participate in the mediation in good faith.  The parties further agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by mutual agreement in mediation within sixty days of the request of a party for such a mediation, shall be submitted to binding arbitration to be held in London, England, in accordance with the then-current rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “Rules’).  One arbitrator shall be selected in accordance with the Rules; provided, any arbitrator shall be independent, impartial arbiter with at least ten years of experience in the area of dispute. If a mediation process is not established or one party fails to agree on a mediation process or fails to participate in the mediation as agreed herein, the other party can commence arbitration prior to the expiration of the sixty day period.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.  The parties shall share equally in the costs of the arbitration.  In any suit or arbitration to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees, including without limitation, costs and fees incurred on appeal or in a bankruptcy or similar action; provided, however, that prior to the initiation of such suit or arbitration the prevailing party participated in good faith in mediation as set forth above or offered in good faith to participate in mediation and the other party refused or failed to participate in such mediation proceedings.
    
    

26. Miscellaneous. Neither these Terms nor the licenses granted hereunder are assignable or transferable by you (and any attempt to do so shall be void). We may freely assign, delegate, license and/or transfer these Terms, in whole or in part, without consent. You and Us are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. These Terms shall be deemed to have been made in and shall be construed pursuant to the laws of England and Wales without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Subject to the foregoing, the provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. This is the complete and exclusive statement of the mutual understanding of the parties with respect to the license granted herein and supersedes and cancels all previous written and oral agreements and communications relating to such license and any waivers or amendments shall be effective only if executed in writing by Us; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, unless signed by Us after the effectiveness hereof, shall have no force or effect. You are responsible for the information you provide or make available to the Us Services and you must ensure it is accurate, not misleading and does not contain material that is obscene, defamatory, or infringing on any rights of any third party; does not contain malicious code and is not otherwise legally actionable. The substantially prevailing party in any action to enforce these Terms will be entitled to recover its attorney’s fees and costs in connection with such action. Except as described in Section 28 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect. Us’s failure to enforce at any time any provision of these Terms, or any other of your obligations does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, or any of your other obligations, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by Us and you to be legally binding. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause. In the event of a conflict between a provision of these Terms and the provisions of an Order subject to these Terms, the provision of the Order will control.