Terms and Conditions
These terms & conditions (Terms) apply to, and govern, all subscriptions agreed between the Client and Sales Impact Academy Ltd. (SIA). These Terms are subject to any bespoke terms agreed in the subscription order form signed by the Client (Order Form), which together with these Terms constitutes the contract (Contract) between SIA and the Client for delivery of the subscription service provided by SIA to the Client via https://www.salesimpact.academy or any other website notified to the Client by SIA from time to time (Subscription Service). SIA does not accept any other terms and conditions that may be put forward by the Client.
1. Access to Subscription Service
1.1 Where the Client purchases such number of user subscriptions (Seats) as set out in the Order Form, each Seat will entitle the Client to authorise an employee, agent or independent contractor of the Client (Authorised User) to access and use the Subscription Service in accordance with this Contract. The Subscription Service provides access to scheduled training courses run by SIA (Courses) which are delivered by online video conferencing and each comprise a variable number of classes (Classes). Authorised Users may participate in Classes in real-time, providing Authorised Users with the opportunity to ask questions and receive answers. Classes are also recorded and are made available to be viewed online by Authorised Users for a limited period of time after they are delivered. Suggested exercises (“Give it a go” exercises) are given during Courses to assist Authorised Users in reflecting upon and developing what they have learned, but answers are not submitted to nor reviewed nor marked by SIA.
1.2 Subject to the terms and conditions of this Contract and subject to payment of the fee in accordance with clause 2 and the Order Form, SIA grants the Client a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Subscription Service during the Subscription Term solely for the Client’s internal business operations.
1.3 In relation to the Authorised Users, the Client undertakes that:
1.3.1 the maximum number of Authorised Users that it authorizes to access and use the Subscription Service shall not exceed the number of Seats it has purchased from time to time;
1.3.2 it will not allow any Seat to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Service;
1.3.3 it shall procure that each Authorised User shall keep a secure, confidential password for their use of the Subscription Service;
1.3.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to SIA within 7 days of the SIA’s written request at any time;
1.3.5 it shall permit SIA to review the Subscription Services in order to establish the number of Authorised Users of the Client accessing the Subscription Services. Such review shall be conducted no more than once per quarter, at the SIA’s expense, with reasonable prior notice to the Client and in such a manner as not to substantially interfere with the Client’s normal conduct of business; and
1.3.6 if such review reveals that the Client has allowed access to the Subscription Service by such number of Authorised Users that exceed the number of Seats purchased by the Client, then without prejudice to SIA’s other rights, the Client shall be required to promptly disable the passwords of such additional unauthorised users and pay to SIA an amount equal to any underpayment resulting from such unauthorised use as calculated in accordance with the Order Form within 14 days of demand by the Client.
1.4 The Client may, from time to time during any Subscription Term, purchase additional Seats in excess of the number set out in the Order Form by notifying SIA in writing. SIA shall evaluate such request and where SIA approves the same, SIA shall notify the Client in writing of its approval, shall invoice the Client in respect of such additional Seats as set out in the Order Form, shall activate the additional Seats within 14 days of SIA’s written notice of approval and shall grant access to the Subscription Service to such additional Authorised Users as reflect the number of additional Seats purchased in accordance with this Contract.
1.5 SIA shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:
1.5.1 planned maintenance carried out
1.5.2 unscheduled maintenance performed outside each business day (“Normal Business Hours”), provided that SIA has used reasonable endeavors to give the Client at least [ Normal Business Hours’] notice in advance.
1.6 The Client shall not:
1.6.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services in any form or media or by any means, except any Learning Support Materials provided as part of the Subscription Services (“Learning Support Materials”), or as may be allowed by any applicable law which is incapable of exclusion by agreement and except to the extent expressly permitted under this agreement; or
1.6.2 access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or
1.6.3 use the Subscription Services to provide services to third parties; or
1.6.4 subject to clause 9.3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Authorised Users, or
1.6.5 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services except as set out in this Agreement; or
1.6.6 introduce or permit the introduction of, any Virus into SIA’s network and information systems. For the purpose of this clause 1.6.6, Virus means anything or device (including any software, code, file, or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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.
1.7 It is the Client’s responsibility to ensure it has appropriate hardware, browser, and internet connection for Authorised Users access to the Subscription Service. Technical requirements and advice on accessibility issues are available on request to SIA. SIA does not warrant that the Client’s or the Authorised Users’ use of the Subscription Services will be uninterrupted or error-free and SIA is not responsible for any delays or delivery failures resulting from the transfer of data over the internet.
2. Fees & Payment
2.1 The Client will pay all fees specified in the Order Form on the terms set out in the Order Form.
2.2 Where SIA invoices the Client in respect of additional Seats purchased in accordance with clause 1.4, the Client shall, within 14 days of receipt of such invoice, pay to SIA the additional fees for such additional Seats as set out in the invoice.
2.3 Fees are payable to SIA’s bank account without any set-off in accordance with the terms set out in the Order Form.
2.4 If SIA does not receive payment of the fee in accordance with the terms of the Order Form, without prejudice to SIA’s rights and remedies, SIA may, without liability to the Client, disable the password, account, and access of the Client’s Authorised Users to all or part of the Subscription Service and shall be under no obligation to provide the Subscription Service whilst any payment remains unpaid, and charge interest on late payments. Interest shall accrue on a daily basis on the due amount at an annual rate equal to 4% over the then-current base rate of the Bank of England from time to time, commencing on the due date and continuing until payment is made.
2.5 On automatic renewal under clause 8.2, the price set out in the Order Form shall increase by 10% for each subsequent 12-month term. This clause 2.5 does not apply to Clients who first signed up for the Subscription Service before 17th May 2021. Terms prior to 17th May 2021 can be found here
3. Intellectual Property
3.1 The Client acknowledges and agrees that all intellectual property rights in the Subscription Service including all Course and Class content, slides, and other supporting materials belong to SIA and/or its licensors. Any Course or Class content, slides, or other supporting materials may not be copied, shared, or recorded by the Client or any Authorised User without SIA’s written consent except for those materials provided by SIA clearly marked or communicated as supporting resource materials – for use (“Supporting Resource Materials”)
3.2 All copyright and other intellectual property rights created in suggested exercises produced by Authorised Users belong to those Authorised Users.
3.3 SIA confirms that it has all the rights in relation to the Subscription Service that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.
4.1 SIA will keep confidential any information regarding the Client’s business which it may learn and which may reasonably be considered to be confidential. Information disclosed by Clients and/or their Authorised Users in Classes attended by other businesses will not be confidential.
4.2 The Client undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of SIA except as permitted by clause 4.3. Courses may include the proprietary methodology of SIA which is confidential to it.
4.3 Subject to 3.1 above, Clients may not disclose Course and Class content, slides, and other supporting materials to competitors of SIA. The Client may disclose SIA’s confidential information as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
4.4 Neither SIA nor the Client shall use any confidential information of the other for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
5. Data Protection
6. Slack Community
6.1 Members of SIA’s community are expected to follow its acceptable use policy of no inappropriate, offensive, abusive, discriminatory, or illegal comments, harassment, spam, or excessive self-promotion. SIA may terminate the access of any Authorised User to the community for a serious breach of this policy or repeated breach after a warning.
7.1 SIA will use reasonable skill and care in preparing and delivering the Courses via the Subscription Service but does not warrant that they will produce any particular results. It is for the Client and the Authorised Users to learn from the Courses and achieve their own results. The parties acknowledge and agree that the Subscription Services are provided to the Client on an “as is” basis.
7.2 The Courses are generic training aimed at startup and growth businesses, particularly in the tech sector, but are not specifically tailored to the businesses or requirements of particular Clients. There are opportunities to ask questions, and one-to-one coaching and feedback are available at additional cost.
7.3 SIA will not be liable if a Course cannot be delivered on time due to a technical fault at its end or with its suppliers or due to other circumstances beyond its control. If possible SIA will reschedule the Course.
7.4 Nothing in these terms excludes liability for death or personal injury caused by negligence or for fraud. Subject to this, SIA will not be liable to the Client for any indirect, special, or consequential loss or loss of profits or business opportunities as a result of its breach of contract or negligence and its total aggregate liability to the Client shall be limited to the number of fees paid by the Client in respect of the Subscription Term in which such liability arose (excluding VAT).
7.5 Nothing in these Terms excludes the liability of the Client for any breach, infringement, or misappropriation of the SIA’s intellectual property rights.
8.1 Except for termination pursuant to clause 8.3, the Client may not cancel the Contract for the Subscription Service during the Subscription Term as set out in the Order Form unless SIA agrees in writing. Fees are only refundable at SIA’s absolute discretion.
8.2 Subscriptions shall renew automatically on expiry of the Subscription Term for another 12 months, unless the Client or SIA gives written notice to the other to terminate the subscription at least 30 days before the renewal date, in which case the Contract shall terminate upon the expiry of the applicable Subscription Term.
8.3 Without affecting any other right or remedy available to it, either party may terminate the Contract by written notice to the other party if that other party is:
8.3.1 in serious breach of any term of the Contract which it hasn’t put right within 7 days of written request to do so; or
8.3.2 in a formal insolvency procedure.
8.4 If the Contract is terminated by SIA pursuant to clause 8.3, the Client will remain liable for the full amount of the fees and where the Client has not yet paid the full amount, the Client shall be liable to pay any outstanding fees for the Subscription Term on the terms of this Contract.
8.5 If the Contract is terminated by the Client pursuant to clause 8.3, the Client will remain liable to pay the fees in full.
8.6 On termination of the Contract for any reason:
8.6.1 all licences granted under the Contract shall immediately terminate and the Client shall, and shall procure that the Authorised Users shall, immediately cease all use of the Subscription Services;
8.6.2 SIA may destroy or otherwise dispose of any of any Client data in its possession; and
8.6.3 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.
9.1 These Terms and any Contract formed under these Terms shall be governed by and construed in accordance with English law.
9.2 The Contract (comprising these Terms and any Order Form) constitutes the entire agreement between the parties regarding the Subscription Service and neither party is relying on any previous representations or discussions. This Contract does not confer any contractual rights on any third parties (such as Authorised Users).
9.3 The Client may not assign its rights under this Contract without SIA’s prior written consent.
9.4 Notices may be given by email or other written method to the other party’s contact addresses on the Order Form or to such other addresses as one party may notify the other from time to time.
9.5 A delay by either party in enforcing its contractual rights does not waive any breach of contract by the other party.
9.6 If any dispute arises in connection with this Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. Any dispute not resolved by mediation will be subject to the exclusive jurisdiction of the English courts.
9.7 SIA may make reasonable changes to these Terms by updating the version published on its website, but the changes do not apply until the Client has been notified of them.