1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

 

• "Agreement" means these Terms and Conditions together with any Order Form, Statement of Work, or written confirmation of subscription.

• "Authorised Users" means the employees, contractors, or agents of the Client who are permitted to access and use the Platform under the Agreement.

• "Client" means the corporate organisation or employer entering into the Agreement with Engage to Succeed Ltd.

• "Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

• "Documentation" means any user guides, help materials, or technical documentation provided by Engage to Succeed Ltd in connection with the Platform.

• "Engage to Succeed" / "we" / "us" / "our" means Engage to Succeed Ltd, company number 13420979, registered at 5 Downview Avenue, Ferring, West Sussex, England, BN12 6QN.

• "Fees" means the subscription, licence, or per-user fees payable by the Client as set out in the relevant Order Form or pricing schedule.

• "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, and all other similar rights.

• "Order Form" means any written or electronic order or proposal agreed between the parties setting out the subscription tier, number of Authorised Users, Fees, and term.

• "Platform" means the Engage to Succeed software-as-a-service engagement assessment platform accessible at app.engagetosucceed.com, including all features, tools, reports, and content made available thereunder.

• "Subscription Term" means the period during which the Client has an active subscription, as specified in the Order Form.

• "User Data" means all data, content, and information inputted into or generated through the Platform by or on behalf of the Client or its Authorised Users.

 

2. Basis of Agreement

2.1  These Terms and Conditions govern the Client's access to and use of the Platform and constitute the entire agreement between the parties in relation to the subject matter hereof, superseding all prior representations, discussions, or agreements.

2.2  By signing an Order Form, clicking to accept these Terms, or accessing the Platform, the Client agrees to be bound by these Terms and Conditions.

2.3  In the event of any conflict between these Terms and Conditions and an Order Form, the Order Form shall take precedence in respect of the specific commercial terms only (including Fees, user numbers, and Subscription Term). In all other respects, these Terms and Conditions shall govern.

2.4  Engage to Succeed reserves the right to update these Terms and Conditions from time to time. Clients will be notified of material changes with no less than 30 days' notice. Continued use of the Platform following such notice constitutes acceptance of the updated terms.

 

3. Grant of Licence

3.1  Subject to the Client's payment of the applicable Fees and compliance with these Terms and Conditions, Engage to Succeed grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term, solely for the Client's internal business purposes.

3.2  The licence is limited to the number of Authorised Users specified in the Order Form. The Client must not allow the Platform to be used by individuals who are not Authorised Users.

3.3  The Client may not sub-licence, resell, transfer, or otherwise make the Platform available to any third party without the prior written consent of Engage to Succeed.

3.4  Engage to Succeed reserves the right to audit the Client's use of the Platform on reasonable notice to verify compliance with the licence grant and user number restrictions.

 

4. Subscriptions, Fees, and Payment

4.1 Subscription Models

The Platform is available under the following commercial arrangements, as specified in the relevant Order Form:

• Monthly subscription — billed monthly in advance per Authorised User seat

• Annual subscription — billed annually in advance, with a fixed number of Authorised User seats for the term

• One-off licence fee — a fixed fee for a defined period or feature set, as agreed in the Order Form

• Per-user/per-seat pricing — Fees calculated by reference to the number of Authorised Users activated on the Platform

 

4.2 Payment Terms

4.2.1  All Fees are quoted exclusive of VAT unless otherwise stated. VAT will be applied at the prevailing rate where applicable.

4.2.2  Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing.

4.2.3  Engage to Succeed reserves the right to charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until the date of actual payment.

4.2.4  Engage to Succeed reserves the right to suspend access to the Platform if any invoice remains unpaid beyond 30 days of the due date, having provided no less than 7 days' written notice of the intention to suspend.

 

4.3 Price Changes

Engage to Succeed may revise its Fees at any time, subject to providing no less than 60 days' written notice prior to the renewal date of the Subscription Term. If the Client does not wish to accept the revised Fees, it may terminate the Agreement on written notice before the renewal date.

 

4.4 Authorised User Changes

If the Client wishes to increase the number of Authorised Users during a Subscription Term, additional seats will be charged on a pro-rated basis for the remainder of the then-current term. Reductions in user numbers will take effect from the next renewal date only.

 

5. Client Obligations

5.1  The Client is responsible for ensuring that all Authorised Users comply with these Terms and Conditions and use the Platform appropriately.

5.2  The Client shall:

• Provide accurate and complete information when setting up its account and keep such information up to date

• Maintain the security and confidentiality of all account login credentials

• Notify Engage to Succeed promptly if it becomes aware of any unauthorised access to or use of the Platform

• Ensure that its use of the Platform complies with all applicable laws and regulations, including UK data protection law

• Obtain all necessary consents from Authorised Users before enrolling them onto the Platform, including informing them of the nature and purpose of the assessments

 

5.3  The Client shall not, and shall ensure that Authorised Users do not:

• Use the Platform for any unlawful, fraudulent, or harmful purpose

• Attempt to copy, modify, reverse engineer, decompile, or create derivative works from the Platform or its underlying software

• Attempt to gain unauthorised access to any part of the Platform, its servers, or connected systems

• Introduce any virus, malware, or other malicious code into the Platform

• Use the Platform in a way that could damage, disable, impair, or compromise its integrity or performance

• Remove, obscure, or alter any proprietary notices, branding, or intellectual property markings within the Platform

 

6. Intellectual Property

6.1  The Platform, including all software, algorithms, models, frameworks (including the Engage to Succeed four-quadrant model), documentation, branding, and content, is and shall remain the exclusive property of Engage to Succeed Ltd. Nothing in these Terms and Conditions transfers any Intellectual Property Rights in the Platform to the Client.

6.2  The Client retains ownership of all User Data. By using the Platform, the Client grants Engage to Succeed a limited, non-exclusive licence to use User Data solely to provide the Platform services and, in anonymised and aggregated form only, to improve and develop the Platform.

6.3  The Client warrants that it owns or has the right to use all User Data submitted to the Platform, and that such data does not infringe the rights of any third party.

6.4  Any feedback, suggestions, or ideas provided by the Client or its Authorised Users regarding the Platform may be used by Engage to Succeed without restriction or obligation to the Client.

 

7. Data Protection

7.1  Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

7.2  In the context of these Terms and Conditions:

• The Client acts as the data controller in respect of the personal data of its Authorised Users submitted to the Platform

• Engage to Succeed acts as the data processor in respect of such personal data, processing it only on the Client's instructions and for the purposes of delivering the Platform services

 

7.3  Engage to Succeed will process personal data in accordance with its Privacy Policy (available at www.engagetosucceed.com/privacy-policy) and any Data Processing Agreement (DPA) entered into between the parties.

7.4  For corporate clients, a Data Processing Agreement is available on request and shall form part of the Agreement where personal data of employees is processed through the Platform.

7.5  The Client is responsible for ensuring that Authorised Users are appropriately informed about the processing of their personal data through the Platform, including by maintaining a compliant employee privacy notice.

 

8. Confidentiality

8.1  Each party agrees to keep confidential all Confidential Information received from the other party and to use it only for the purposes of performing its obligations under the Agreement.

8.2  Each party shall take reasonable steps to protect the other party's Confidential Information and shall not disclose it to any third party without the prior written consent of the disclosing party, except:

• To its employees, contractors, or advisers who need to know it for the purposes of the Agreement and who are bound by equivalent confidentiality obligations

• As required by law, regulation, or court order, provided that the receiving party gives the disclosing party as much prior notice as reasonably practicable

 

8.3  The obligations of confidentiality shall survive termination or expiry of the Agreement for a period of three years.

 

9. Platform Availability and Support

9.1  Engage to Succeed will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

• Scheduled maintenance, for which Engage to Succeed will provide reasonable advance notice where possible

• Unscheduled downtime caused by events outside Engage to Succeed's reasonable control

 

9.2  Engage to Succeed does not warrant that the Platform will be uninterrupted, error-free, or free from security vulnerabilities. Access to the Platform is provided on an 'as is' and 'as available' basis.

9.3  Technical support is available by email at james@engagetosucceed.com during normal UK business hours (Monday to Friday, 9:00am to 5:30pm, excluding public holidays). Engage to Succeed will aim to respond to support requests within 2 business days.

 

10. Warranties and Disclaimers

10.1  Engage to Succeed warrants that:

• It has the right to grant the licences set out in these Terms and Conditions

• The Platform will perform materially in accordance with the Documentation during the Subscription Term

• It will implement and maintain appropriate technical and organisational security measures in accordance with its Privacy Policy

 

10.2  Except as expressly set out in these Terms and Conditions, all warranties, conditions, and representations, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by applicable law.

10.3  The Client acknowledges that the Platform and its assessment outputs are intended as a facilitative tool to support engagement conversations and organisational development. They do not constitute professional psychological, HR, legal, or therapeutic advice. Engage to Succeed makes no warranty as to the accuracy, completeness, or fitness for purpose of any assessment output for any specific decision-making purpose.

 

11. Limitation of Liability

11.1  Nothing in these Terms and Conditions shall limit or exclude either party's liability for:

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Any other liability that cannot be limited or excluded by applicable law

 

11.2  Subject to clause 11.1, Engage to Succeed shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• Any loss of profits, revenue, business, contracts, anticipated savings, or goodwill

• Any loss or corruption of data or information

• Any indirect, consequential, special, or punitive loss or damage

 

11.3  Subject to clause 11.1, Engage to Succeed's total aggregate liability to the Client under or in connection with the Agreement shall not exceed the total Fees paid by the Client in the 12 months immediately preceding the event giving rise to the claim.

11.4  The Client agrees that the limitations of liability set out in this clause are reasonable having regard to the nature of the Platform, the Fees charged, and the allocation of risk between commercial parties.

 

12. Term and Termination

12.1  The Agreement shall commence on the date the Client accepts these Terms and Conditions or executes an Order Form, and shall continue for the Subscription Term specified therein.

12.2  Unless either party gives written notice of non-renewal no less than 30 days before the end of the then-current Subscription Term, the Agreement shall automatically renew for a further period equivalent to the original Subscription Term at the then-current Fees.

12.3  Either party may terminate the Agreement with immediate effect on written notice if the other party:

• Is in material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice requiring it to do so

• Becomes insolvent, enters administration, liquidation, or receivership, or is subject to an analogous process in any jurisdiction

 

12.4  Engage to Succeed may terminate the Agreement immediately if the Client fails to pay any overdue Fees within 30 days of a written payment demand.

12.5  On termination or expiry of the Agreement for any reason:

• All licences granted under these Terms and Conditions shall immediately cease

• Each party shall promptly return or securely destroy the other party's Confidential Information

• Engage to Succeed will make User Data available for export for a period of 30 days following termination, after which it will be securely deleted in accordance with the Privacy Policy

• Any accrued rights or liabilities of either party shall not be affected

 

12.6  Fees paid in advance for the current Subscription Term are non-refundable except where Engage to Succeed has terminated the Agreement due to its own material breach.

 

13. Force Majeure

13.1  Neither party shall be in breach of the Agreement or liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including acts of God, pandemic, flood, fire, war, terrorism, civil unrest, industrial action, failure of internet or telecommunications infrastructure, or action of a government or regulatory authority.

13.2  The affected party shall notify the other party promptly of the force majeure event and take all reasonable steps to mitigate its effects. If a force majeure event continues for more than 60 days, either party may terminate the Agreement on written notice without liability.

 

14. Acceptable Use Policy

The Platform must be used in accordance with this Acceptable Use Policy. The Client and its Authorised Users must not use the Platform to:

• Engage in any activity that is unlawful, fraudulent, defamatory, discriminatory, or harmful

• Harass, bully, intimidate, or demean any individual

• Upload, store, or transmit any material that contains viruses, malware, or other harmful code

• Circumvent or attempt to circumvent any security or access controls

• Scrape, harvest, or systematically extract data from the Platform

• Use the Platform in a manner that could bring Engage to Succeed into disrepute

 

Engage to Succeed reserves the right to suspend or terminate access for any Client or Authorised User found to be in breach of this Acceptable Use Policy, without liability.

 

15. General Provisions

15.1 Entire Agreement

These Terms and Conditions, together with any Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

 

15.2 Variation

No variation to these Terms and Conditions shall be effective unless made in writing and signed by authorised representatives of both parties, except as provided in clause 2.4.

 

15.3 Waiver

A failure or delay by either party to exercise any right or remedy provided under the Agreement shall not constitute a waiver of that right or remedy.

 

15.4 Severance

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions shall continue in full force and effect.

 

15.5 Assignment

The Client may not assign, transfer, or sub-contract any of its rights or obligations under the Agreement without the prior written consent of Engage to Succeed. Engage to Succeed may assign its rights and obligations to any successor entity or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

 

15.6 Notices

Any notice required under the Agreement shall be in writing and delivered by email or first-class post to the address set out in the Order Form or, in the case of Engage to Succeed, to james@engagetosucceed.com or 5 Downview Avenue, Ferring, West Sussex, England, BN12 6QN. Notices sent by email shall be deemed received on the next business day following sending.

 

15.7 Third Party Rights

Nothing in these Terms and Conditions is intended to, or shall, confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

15.8 Governing Law and Jurisdiction

These Terms and Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.

 

16. Contact Details

For any queries regarding these Terms and Conditions, please contact:

 

Name:  James Lambert

Role:  Director, Engage to Succeed Ltd

Email:  james@engagetosucceed.com

Address:  5 Downview Avenue, Ferring, West Sussex, England, BN12 6QN

Company number:  13420979

ICO registration:  C1949854