Terms and Conditions

PLEASE READ CAREFULLY BEFORE USING THE i-COACH LEARNING PLATFORM OR ACCESSING THE ONLINE SERVICES 

This is a legal agreement between the CUSTOMER whose details have been provided on the registration page of the i-Coach Learning Platform (“Customer”) and IMPARTA LIMITED incorporated and registered in England and Wales with company number 03370400 whose registered office is at 522 -524 Fulham Road, London, SW6 5NR (“Imparta”) for the provision of and access to the Online Services via the i-Coach Learning Platform. 

We license use of the Online Services to you on the basis of this Agreement. We do not sell them to you.  We remain the owners of the Online Services at all times. 

IMPORTANT NOTICE: 

BY TICKING IN THE ‘I AGREE TO IMPARTA’S TERMS OF SERVICE AND PRIVACY POLICY’  BOX YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU AND YOUR AUTHORISED USERS. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 9. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT TICK THIS BOXAND YOU MAY NOT USE THE i-COACH LEARNING PLATFORM OR ACCESS THE ONLINE SERVICES. 

You should print a copy of this Agreement for future reference. 

1. Interpretation 

1. The definitions and rules of interpretation in this clause apply in this Agreement. 

“Authorised Users” any employee, agent or independent contractor of the Customer authorised by the Customer to access the Online Services, and in respect of whom the Customer has paid Subscription Fees. 

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

“Confidential Information” information that is proprietary or confidential (whether or not labelled as such). 

“Channel Partner” the organising entity in respect of which the Customer is a channel partner, and which has worked with Imparta to enable the offer by Imparta to the Customer of the Online Services pursuant to this Agreement. 

“Channel Partner Portal” the portal created and maintained for the Channel Partner on the i-Coach Learning Platform, which enables the Customer to register for the Online Services. 

“Customer Data” any data which is disclosed by or on behalf of the Customer (including that relating to Authorised Users and that disclosed by any Authorised Users and any participants in the Online Services) to Imparta (or its subcontractors) pursuant to this Agreement. 

 “Data Protection Legislation” (i) to the extent the UK GDPR applies, the law of the United Kingdom (or of a part thereof) which relates to the protection of personal data; and (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Imparta or Customer is subject, which relates to the protection of personal data. 

“Effective Date” the date on which the Customer accepts the terms of this Agreement. 

“EU GDPR” the General Data Protection Regulation ((EU) 2016/679). 

 “i-Coach Learning Platform” the i-Coach learning platform delivered via www.i-coach.com (or such other web address notified by Imparta to the Customer from time to time). 

“Imparta Materials” all materials and software in any form and other property of Imparta. 

“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

“Marks” the following trademarks (whether registered or unregistered) belonging to Imparta: IMPARTA, IMPARTA.COM, I-COACH, I-COACH.COM, 3D ADVANTAGE. 

“Online Services” eLearning, videos, simulations, quizzes, surveys, tools, assessments and other learning materials provided by or on behalf of Imparta through the i-Coach Learning Platform, and all associated documents and materials provided by or on behalf of Imparta. 

“Personal Data” any Customer Data which consists of information relating to an identified or identifiable natural living person (a “Data Subject”) and which Imparta processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.  

“Software” any online software applications provided by Imparta as part of the Online Services. 

‘‘Subscription Fees’’ the per user subscription fees payable by the Customer to Imparta which entitle Authorised Users to access and use the Online Services. 

“Subscription  Term”  the  period of 3 months from the Effective Date.  

“Termination Date” the  date  of  expiry  of  the  Subscription  Term  or,  if  earlier,  termination (howsoever caused) of this Agreement.  

“Third Party Processor” a third-party processor appointed in accordance with clauses 3.6 and 3.7. 

“UK GDPR” has the meaning given to it in the Data Protection Act 2018. 

2. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular; and a reference to one gender shall include a reference to the other genders.  

3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

2. Services  

1. Imparta will, during the Subscription Term, on receipt of the Subscription Fees, make the Online Services available to the Customer and the Authorised Users, on and subject to the terms of this Agreement. 

2. The Customer may not: 

1. sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Online Services available to any third party (save as explicitly permitted pursuant to clause 2.1 in respect of Authorised Users) or use them to train third parties or have third parties train the Customer’s employees; and 

2. amend, modify or create derivative versions of the Online Services. 

3. On expiry or termination of this Agreement for any reason (including  on  the  expiry  of  the Subscription Term): 

1. all rights granted to the Customer under this Agreement shall cease and Customer shall immediately cease (and procure that Authorised Users cease) all activities authorised under this Agreement; and 

2. notwithstanding clause 2.3.1, Imparta will disable access to the Online Services for the Customer and all Authorised Users.   

3. Customer Data 

1. Both parties will comply with all applicable requirements of the Data Protection Legislation, and this obligation is in addition to and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. 

2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller of the Personal Data and Imparta is the data processor of the Personal Data (where Data Controller and Data Processor have the meanings given in the Data Protection Legislation). Table B below this Agreement sets out the scope, nature and purpose of processing by Imparta, the duration of the processing and the types of Personal Data and categories of Data Subject (where Data Subject has the meaning given in the Data Protection Legislation). 

3. Without prejudice to the generality of Clause 3.1, the Customer will ensure that: 

1. it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Imparta for the duration and purposes of this Agreement; 

2. relevant third parties have been informed of, and have given their consent to, the use, processing, and transfer of their Personal Data as envisaged by this Agreement and as required by the Data Protection Legislation. 

4. Without prejudice to the generality of Clause 3.1, Imparta shall, in relation to any Personal Data it processes in connection with its performance of its obligations under this Agreement: 

1. process the Personal Data only in accordance with the terms of this Agreement and any lawful written instructions of the Customer from time to time; 

2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage; 

3. ensure that all personnel who have access to and/or process the Personal Data are obliged to keep it confidential; 

4. assist the Customer (at the Customer’s cost and written request) 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 

5. notify the Customer without undue delay on becoming aware of a Personal Data breach; 

6. at the Customer’s written request, delete, anonymise or return Personal Data and copies thereof to the Customer upon the expiry or termination of this Agreement unless required by applicable law to store the Personal Data and unless already deleted pursuant to Clause 3.5; and 

7. maintain detailed, accurate and up-to-date written records regarding its processing of the Personal Data as required by the Data Protection Legislation and will ensure that such records are sufficient to enable the Customer to verify Imparta’s compliance with its obligations under this clause 3.  Imparta will provide the Customer with copies of such records upon request. 

5. Upon the expiry or termination of this Agreement for any reason (including  on  the  expiry  of  the Subscription Term Imparta shall anonymise Personal Data which relates to those Online Services unless: 

1. the Customer requests in writing prior to the expiry of that period, that Imparta retain such Personal Data for an additional period; and/or 

2. required by applicable law to store the Personal Data. 

6. Imparta may only authorise a third party (subcontractor) to process the Personal Data under this Agreement if: 

1. the Customer is provided with an opportunity to object to the appointment of each subcontractor within 20 Business Days after Imparta supplies the Customer with full details in writing regarding such subcontractor; 

2. Imparta enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this clause 3, in particular, in relation to requiring appropriate technical and organisational data security measures, and, which terminates automatically on expiry or termination of this Agreement; and 

3. as between the Customer and Imparta, Imparta shall remain fully liable for the acts and omissions of the subcontractor. 

7. Those Third Party Processors listed in Table A below (being the subcontractors engaged by Imparta for delivery of the Online Services) are approved as at the Effective Date. and by entering this Agreement the Customer agrees to the transfer of data between Imparta and the Third Party Processors.  

TABLE A 

Name of Processor	Purpose of processing	Business Address	Location of Data Storage	Contact Information
Microsoft Azure	Hosting of i-Coach and Imparta internal SharePoint sites	Microsoft Inc., Thames Valley Park; Reading; RG6 1WG.	EU and UK	Microsoft EU Data Protection Officer is located at Microsoft Place, South County Business Park, Leopardstown, Dublin 18, Ireland. Telephone: +353 1 706 3117
Zendesk	Ticketing and management of support enquiries received through i-Coach	989 Market St  San Francisco, CA 94103	EU (Ireland)	30 Eastbourne Terrace  Paddington, London  W2 6LA, UK Customer Support: zendesk.co.uk

8. Imparta shall not, and shall ensure that any Third Party Processors shall not, without the Customer’s prior written consent, transfer any Personal Data from the: 

1. UK to any country outside of the European Economic Area; 

2. European Economic Area to any country outside of the European Economic Area. 

9. The Customer hereby provides its prior, general authorisation, as reasonably required for Imparta to perform the Online Services and subject to Clause 3.4.2 [and 3.11], for Imparta to make Personal Data accessible to the Customer, via the i-Coach Learning Platform and Imparta shall ensure that all such transfers are effected in accordance with the Data Protection Legislation. 

10. The Customer hereby provides its prior, general authorisation, subject to clause 3.4.2 [and 3.11], for Imparta to make Customer Data and Personal Data accessible to the Channel Partner to allow the Channel Partner to monitor participation in the  Online Services by the Customer and its Authorised Users.  

11.  

12. Subject to clauses 10.2 to 10.4, Imparta shall not be liable under any circumstances to the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise) for any loss arising as a result of the breach of its obligation at Clauses 3.9 and 3.10 to ensure that all transfers of Personal Data are effected in accordance with the Data Protection Legislation. 

13. Imparta shall take reasonable steps to ensure the reliability of any of its employees and contractors who may have access to the Personal Data.  Without limiting the foregoing, Imparta shall ensure that: 

1. in each case, access is strictly limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the provision of the Online Services; and 

2. all such individuals are subject to confidentiality undertakings. 

4. Imparta’s Obligations 

1. Imparta warrants to the Customer that: 

1. it has the authority to deliver all Online Services and shall do so in accordance with all applicable laws; and 

2. the content and methodologies supplied by Imparta as part of the Online Services do not infringe (so far as Imparta is aware) the Intellectual Property Rights of any third party. 

2. The warranty at clause 4.1.2 shall not apply to the extent of any non-conformance which is caused by use of the Online Services contrary to Imparta’s instructions, or modification or alteration of the Online Services by any party other than Imparta or Imparta’s duly authorised contractors or agents, or as a direct or indirect result of a change to or upgrade of any of the Customer’s network, browsers, devices and/or systems, or a change in or modification to the functionality of the Customer’s internet browser or the compatibility of the i-Coach Learning Platform with that internet browser. If the Online Services do not conform with the foregoing undertaking, Imparta will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance as soon as reasonably practicable, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 4.1.2 and subject to clauses 10.2 and 10.3, Imparta shall have no further liability to the Customer in respect of such breach.  Notwithstanding the foregoing, Imparta:  

1. does not warrant that the Customer’s use of the Online Services will be uninterrupted or error-free;  

2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Online Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

3. This Agreement shall not prevent Imparta from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 

5. Customer’s Obligations 

1. The Customer will: 

1. provide Imparta with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Imparta in order to provide the Online Services or grant access to Authorised Users to the Online Services; 

2. comply with all applicable laws and regulations with respect to its activities under this Agreement and obtain and maintain all necessary licences in respect of the Online Services. 

2. The Customer will: 

1. provide Imparta with a written up to date list of the names and email addresses of Authorised Users, and Imparta will communicate registration details with such Authorised Users within seven (7) days of receipt of full and cleared Subscription Fees from the Customer for such Authorised Users; 

2. ensure that the Authorised Users use the Online Services in accordance with this Agreement and shall be responsible for any Authorised User’s breach of either of the foregoing;  

3. own all right, title and interest in and to all of the Customer Data and shall be solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data. 

3. The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Imparta’s Online Services (including to the i-Coach Learning Platform), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. 

4. The Customer is responsible for all communication and coordination of its employees and for the provision of venues, accommodation, travel and all appropriate insurance arrangements. 

6. Subscription Fees and Payment 

1. The Subscription Fees for the Online Services shall be as detailed from time to time on the Channel Partner Portal. 

2. The Customer shall pay the Subscription Fees in advance. 

3. Customer acknowledges that all Subscription Fees are non-refundable, and no refund payments will be made by Imparta once payments are received. 

4. Imparta shall be under no obligation to provide or make any or all of the Online Services available to Authorised Users until it has received full cleared payment of the Subscription Fees. 

7. Online Services  

1. Subject to the other terms and conditions of this Agreement Imparta hereby grants to the Customer a non-exclusive, non-transferable right to use the Online Services during the Subscription Term, and to permit the Authorised Users to use the Online Services during the Subscription Term, in each case solely for the Customer’s internal business operations. 

2. In relation to Authorised Users who use the Online Services the Customer undertakes that: 

1. as between the parties, it shall be responsible for all communication to and preparation of Authorised Users in relation to the Online Services;  

2. the maximum number of Authorised Users that it authorises to access and use the Online Services shall not exceed the number of single-user licences for which it has paid Subscription Fees); 

3. each Authorised User will keep a secure password for his use of the Online Services, and that each Authorised User shall keep his password confidential; 

4. it will permit Imparta to audit the Online Services in order to establish the name and password of each Authorised User and the individuals to which they relate; and 

5. if any of the audits referred to in Clause 7 of this Agreement reveal that: 

1. any password has been provided to any individual who is not an Authorised User, then without prejudice to Imparta’s other rights, the Customer shall promptly disable such passwords and Imparta shall not issue any new passwords to any such individual; and 

2. the Customer has underpaid Subscription Fees to Imparta, then without prejudice to Imparta’s other rights, the Customer shall pay to Imparta an amount equal to such underpayment within 10 (ten) Business Days of the date of the relevant audit. 

3. The Customer will not (and will not allow Authorised Users to) access, store, distribute or transmit any Viruses, or any material during the course of its (or their) use of the Online Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, discriminatory, harassing or racially or ethnically offensive, or facilitates or promotes any such activity, or is otherwise illegal or causes damage or injury to any person or property, and Imparta reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s (or any Authorised User’s) access to any material that breaches the provisions of this clause. 

4. The Customer shall not: 

1. except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish or reproduce, download, display, transmit, or distribute all or any portion of the Software and/or user documentation (as applicable) in any form or media or by any means; or 

2. attempt to reverse compile, disassemble, or reverse engineer all or any part of the Software; or 

3. access all or any part of the Online Services in order to build a product or service which competes with the Online Services; or 

4. without Imparta’s written agreement use the Online Services to provide services to third parties; or 

5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Online Services available to any third party except the Authorised Users; or 

6. attempt to obtain, or assist third parties in obtaining, access to the Online Services, other than as provided under this Agreement. 

5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Online Services and, in the event of any such unauthorised access or use, promptly notify Imparta in writing. 

6. Imparta will, during the Subscription Term provide the Online Services subject to the terms of this Agreement; and use commercially reasonable endeavours to make the Online Services available 24 hours a day, seven days a week, except for any periods during which it carries out planned or unscheduled maintenance.  Imparta will use its reasonable endeavours to provide Customer with advance notification of any such maintenance. 

8. Taxes 

1. Imparta will be responsible for the withholding and/or payment, as required by law, of all federal, state and local taxes imposed on it or its employees because of the performance of Online Services hereunder.  Each party shall be responsible for the payment of other taxes, if any, imposed upon it in connection with, or as a result of, this Agreement. 

9. Proprietary Rights 

1. The Customer acknowledges and agrees that Imparta and/or its licensors own all Intellectual Property Rights in and to the Online Services and all parts thereof. Without limiting the foregoing, the Customer acknowledges and agrees that Imparta owns all Intellectual Property Rights in and to the Marks. 

2. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Online Services, or Marks. 

3. The Customer shall not, except to the extent expressly permitted under this Agreement: 

1. copy, modify, duplicate, create derivative works from, frame, mirror, republish or reproduce, download, display, or transmit all or any part of the Imparta Materials and/or Online Services s in any form or media or by any means; or 

2. license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Imparta Materials and/or Online Services available to any third party or use them to train third parties or Customer staff; or 

3. remove, alter or tamper with any copyright or other proprietary notice on any of the Online Services and/or Imparta Materials. 

4. Imparta confirms that it has all the rights in relation to the Online Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement. 

5. All Imparta Materials are the exclusive property of Imparta.  The Customer agrees to return all such Imparta Materials to Imparta on demand. 

6. Nothing in this clause 9 shall operate to assign to Imparta any Intellectual Property Rights belonging to the Customer prior to the provision of the Online Services. 

10. Limitation of Liability 

1. This clause 10 sets out the entire financial liability of Imparta (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer: 

1. arising under or in connection with this Agreement; 

2. in respect of any use made by the Customer of the Online Services; and 

3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 

2. Except as expressly and specifically provided in this Agreement: 

1. the Customer acknowledges that Imparta is not in a position, nor has been engaged, to make recommendations or provide advice as to the operation of any aspect of the Customer’s business and that Imparta is retained to provide such training as the Customer deems appropriate for its business and to facilitate internal discussion, and Imparta shall have no liability to the Customer in this regard; 

2. the Customer assumes sole responsibility for results obtained from the use of the Online Services by the Customer, and for conclusions drawn from such use. Imparta shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Imparta by the Customer, or any actions taken by Imparta at the Customer’s direction; and 

3. all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. 

3. Nothing in this Agreement excludes the liability of Imparta for death or personal injury caused by Imparta’s negligence or fraud or fraudulent misrepresentation.  

4. Subject to clauses 10.2 and 10.3: 

1. Imparta shall not be liable under any circumstances to the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses suffered by the Customer, however arising under this Agreement; and 

2. Imparta’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid by the Customer hereunder during the 12 (twelve) months immediately preceding the date on which the claim arose. 

5. This clause 10 shall survive the expiry or termination (howsoever caused) of this Agreement. 

11. Term and Termination 

1. This Agreement shall commence on the Effective Date and will continue, unless otherwise terminated by either party pursuant to this Clause 11, for the Subscription Term.  

2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: 

1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment; 

2. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so; or 

3. the other party is bankrupt (whether voluntarily or involuntarily by a petition filed that is not discharged or otherwise resolved to the terminating party’s reasonable satisfaction within thirty (30) days of such filing), insolvent or causes an assignment for the benefit of creditors or if a resolution is passed or an order is made for the winding up of the other party (otherwise than for the purpose of solvent amalgamation or reconstruction) or if the other party becomes subject to an administration order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of the other party’s property. 

3. On the expiry or termination of this Agreement for any reason: 

1. the Customer shall return and make no further use of any of the Online Services and any equipment, property, and other items (and all copies of them) belonging to Imparta (including the Imparta Materials); 

2. Imparta shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the Customer; 

3. clause 3.5 shall apply in respect of the Online Services; 

4. the Customer shall procure that all Authorised Users immediately cease to use the Online Services; 

5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date, including the right to claim damages in respect of any breach of the Agreement which existed at or before the Termination Date shall not be affected or prejudiced; and 

6. clauses which expressly or by implication survive expiry or termination shall continue in full force and effect. 

12. Notices 

1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address or email address as may have been notified by that party for such purposes.   

2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). 

13. Miscellaneous 

1. Imparta shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Imparta or any other party), failure of a utility service or  telecommunications network, act of God, war, pandemics or epidemics, civil commotion, malicious damage, compliance with any law or governmental order or rule, accident, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. 

2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

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

4. If any dispute, controversy or difference arises between the Parties in connection with or relating to this Agreement, the Parties will attempt promptly and in good faith to seek a resolution by discussion and negotiation between senior executives who have authority to reach agreement.     

5. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 

6. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

7. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. 

8. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the employee or agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

9. The Customer shall not, without the prior written consent of Imparta, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

10. Imparta may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

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

14. Governing Law and Jurisdiction 

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

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

This Agreement has been entered into on the date stated at the beginning of it. 

TABLE B 
SCOPE, NATURE AND PURPOSE OF PROCESSING OF PERSONAL DATA 

For the purpose of clause 4.2 of this Agreement, the scope and purpose of the processing of Personal Data by Imparta pursuant to this Agreement is as follows: 

Scope	Imparta acts as a data processor as the Customer determines the nature, timing and purpose of the processing of the Personal Data.
Nature of Processing	Imparta processes the Personal Data in order to fulfil its contractual obligations to the Customer pursuant to the Agreement.
Duration of Processing	The period from the Effective Date until the Termination Date, or: (a) the date on which Imparta anonymises the Personal Data pursuant to clause 3.5) (if earlier than the Termination Date); or (b) the date until which Imparta is obliged to retain the Personal Data pursuant to clauses 3.5.1 or 3.5.2 (if later than the Termination Date).
Purpose of Processing	(a) For the provision of the Online Services setting up online accounts on the i-Coach Learning Platform participation in online learning; (b) For the administration of the Agreement.
Types of Personal Data	Personal contact information of Customer and its employees [who are participants in the Online Services], Authorised Users, and any other information which identifies the foregoing; Information relating to employee attendance on training and eLearning activities, feedback given to and received from individuals, competence assessments of individuals, and other tests.
Categories of Data Subject	The Customer and its employees [who are participants in the Online Services] and Authorised Users.