Scale Coaching Terms Of Service

What these terms cover: These are the terms and conditions (“Terms“) on which we supply services to you.

Please read these Terms carefully before you, the customer identified in your subscription application (“Customer” or “You”) subscribe to our service. These Terms tell you who we are, how we will provide our services to you, how you and we may change or end our contract with you, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.

INFORMATION ABOUT US AND HOW TO CONTACT US

  • 1. Who we are: We are Scalewise Ltd is a company registered in England and Wales under company number 12477247, with its registered office at 85 Great Portland Street, London, England, W1W 7LT (“Scalewise”).
  • 2. How to contact us. You can contact us via email at [email protected]
  • 3. How we may contact you. If we have to contact you, we will do so by emailing or calling
    you, or contacting you through our Platform, using the contact details you provided to us when you subscribe.

In these Terms:

“Client” means either (i) the employee of the Customer selected to receive the Services from a Coach or (ii) You, if the individual client has directly entered into the Agreement as Customer.

“Data Protection Legislation” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) (the “
GDPR”), the Data Protection Act 2018, the UK GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of personal data pursuant to these Terms, as amended, replaced or updated from time to time.

“Platform” means the Scalewise platform through which Clients can access the services provided by Scalewise including the ability to select, connect and communicate with Scale Coaches and to receive the Services, as such platform is updated from time to time by Scalewise.

“Scale Coach” means the third party coach selected by the Client to provide the Services over the Platform in accordance with clause 2 of these Terms.

“Session” means a coaching session provided to a Client by the Scale Coach through the Platform and in accordance with these Terms.

“Session Credits”
means credits issued by Scalewise to be used by You to book Sessions with Scale Coaches.

“Subscription Fee” means fee for access to the Services as detailed at https://www.scalewise.com/app/subscription.

“Subscription Form” means the subscription form submitted by the Customer to subscribe to the Services and to which these Terms apply.

“UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

  • 1. WHAT SERVICES WILL YOU RECEIVE UNDER THIS AGREEMENT?
    • 1.1 Scalewise offers access under these Terms to coaching and mentoring services to Clients over the Platform (the “Services”) which are provided by a Scale Coach.
    • 1.2 Scalewise reserves the right to amend the content or delivery of the Services as it reasonably sees fit in order to deliver the best possible service to the Client, or in order to comply with any law or regulation. Details of any changes to the scope of the Services will be published on the Platform.
    • 1.3 Depending on the subscription package You have purchased, in return for the payment of the relevant Subscription Fee You shall receive a number of Session Credits which can be exchanged for sessions with a selected Scale Coach. Each credit can be exchanged for sessions of varying lengths (as indicated on the Platform in the subscription package option details) with one of the Scale Coaches.
    • 1.4 If You want additional credits these can be obtained by: a) purchasing an upgraded subscription package from Scalewise; or, b) purchasing additional credits as set out at https://www.scalewise.com/app/subscription/.
    • 1.5 The Services are delivered on a subscription basis, with the payment terms set out under clause 4 below.
  • 2. HOW ARE SESSIONS ARRANGED AND COACHES SELECTED? 
    • 2.1 On payment of the relevant Subscription Fee, you will be able to book Sessions with Scale Coaches.
    • 2.2 You will be able to select a Scale Coach from the list of Scale Coaches that most suit the Client’s coaching requirements, and to arrange an initial 30 minute call with Your chosen Scale Coach (a “Chemistry Call”). The Chemistry Call shall be free of charge and You do not commit to using any of Your Session Credits by attending the Chemistry Call.
    • 2.3 Following the Chemistry Call if You or the Client (as the case may be) are happy to select the Scale Coach for the provision of the Services, You can arrange directly with the Scale Coach over the Platform the date and time for a Session to take place. In the event that You or the Client cancel a session on less than 24 hours’ notice You will lose one Session Credit.
    • 2.4 If following the Chemistry Call You or the Client are not happy to select that Scale Coach, You can select the profile of another Scale Coach and can arrange a further Chemistry Call. If the Client is happy to select that Scale Coach the provisions of clause 2.3 will apply. Otherwise, the Client will not continue to receive the Services under these Terms. For clarity, unless otherwise expressly agreed in writing with Scalewise, You or the Client are only entitled to one Chemistry Call free of charge.
    • 2.5 Neither You nor the Client shall be permitted to contract directly with a Scale Coach outside the scope of these Terms, without the prior written consent of Scalewise. If You or the Client engage a Scale Coach directly, Scalewise shall be entitled to charge You for the relevant Subscription Fee that would otherwise have applied. This provision shall survive termination or expiry of these Terms and remain in force for at least one (1) year after the termination or expiry of these Terms, howsoever arising.
  • 3. WHAT IF YOU EXPERIENCE ANY PROBLEMS WITH THE SERVICES? 
    • 3.1 We want You to get the most out of the Services. In the event that You are unhappy with the Services, and wish to make a complaint, please email [email protected] and allow 30 days in order for the complaint to be resolved, before seeking legal recourse.
    • 3.2 You may cancel your subscription at any time by notifying us via the Platform at https://www.scalewise.com/app/dashboard/settings/billing/ . The cancellation will take effect once we receive notice from you and all Session Credits not used will be cancelled as requested. You will not be entitled to any refund of Session Credits already purchased.
    • 3.3 We reserve the right to cancel your subscription at any time and will notify you if we do. Where we cancel because you are in breach of these Terms when we cancel you will not be entitled to any refund of Session Credits already purchased, but otherwise we will refund You for any outstanding Session Credits.
  • 4. WHAT ARE THE PAYMENT TERMS?
    • 4.1 In consideration for the provision of the Services, You shall pay the relevant Subscription Fee.
    • 4.2 Payments for the Subscription Fee will be made through the payment platform integrated with the Platform. Please see the relevant payment provider terms and conditions, for the relevant country, available before you agree to make a payment. The UK terms and conditions for the payment provider, Stripe, are accessible at: https://stripe.com/en-gb/checkout/legal.
    • 4.3 We reserve the right to change the level of our Subscription Fees from time to time, but the prices and terms that apply to your subscription will be those set out at the time you commit to the relevant subscription package.
    • 4.4 Your subscription will be in place for a minimum of 3 months from the 1st date of your subscription.
    • 4.5 If we are unable to find you a Scale Coach, we will refund your redeemable deposit.

IMPORTANT LEGAL INFORMATION – PLEASE READ

  • 5. HOW DO WE BOTH PROTECT CONFIDENTIAL INFORMATION? 
    • 5.1 Under these Terms, You agree that You will not (and will procure the Client will not) disclose to anyone any information belonging to Scalewise, or relating to Scalewise’s business that is inherently confidential including, but not limited to, information in any form relating to intellectual property rights, contracts, disputes, negotiations, technical and financial data, trade secrets and login details for the Platform (“Confidential Information”).
    • 5.2 You may only disclose Confidential Information to a third party in the following circumstances:
      • 5.2.1 Scalewise approves its disclosure;
      • 5.2.2 the law requires it be disclosed; or
      • 5.2.3 the information is already public and known by others (but not because Scalewise told them).
    • 5.3 The parties are, under no circumstances, allowed to share, store, transfer, sell, discuss, or distribute, in any way shape or form, either written or spoken, any material given, provided, shared or discussed between the parties and a Scale Coach except as specified under these Terms (the “Proprietary Property”).
    • 5.4 All material, trade secrets, coaching techniques, training methods, and the Proprietary Property provided by Scalewise as part of the Services are owned by Scalewise to maintain the strictest confidentiality.
  • 6. HOW DO WE PROTECT INTELLECTUAL PROPERTY RIGHTS IN THE SERVICES?
    • 6.1 No intellectual property rights in the Services, or any work produced under or arising from the Services, shall be licensed or assigned to You or a Client unless otherwise agreed in writing between us. Scalewise shall continue to own or have an appropriate licence to use such intellectual property rights.
    • 6.2 You allow Scalewise to identify You in any Scalewise marketing materials, including on its website and to use and share You or the Client’s testimonials. To this end, You grant Scalewise a perpetual, non-exclusive, royalty-free and non-transferable licence for Scalewise to use Your logo, name and branding on its website and in any marketing and publication materials for such purposes.
  • 7. HOW DO WE PROTECT EACH CLIENT’S PERSONAL DATA? 
    • 7.1 The Client’s and Your Personal Data (as defined in the Appendix to these Terms) will be processed by Scalewise in accordance with Scalewise’s Privacy Policy, which can be accessed here.
    • 7.2 The parties acknowledge that both parties will be Data Controllers as defined in the Data Protection Legislation and the parties will comply with the data processing schedule in the Appendix  to these Terms.
  • 8. WHAT IS OUR LIABILITY TO YOU UNDER THESE TERMS?  
    • 8.1 Scalewise does not, under any circumstances, warrant or guarantee any specified results, or any goals reached by You or the Client. You acknowledge that results vary based on individual circumstances and the time and effort put into the Services by each individual Client.
    • 8.2 Nothing in these Terms excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.
    • 8.3 Subject to the above clause, Scalewise’s liability under these Terms shall be limited to the fees paid by You for the Services.
  • 9. GENERAL PROVISIONS
    • 9.1 The parties hereby agree that these Terms shall be governed by the laws of England and Wales, and the courts of England shall have exclusive jurisdiction.
    • 9.2 These Terms and the documents referred to in them represent the entire understanding and agreement between the parties with respect to the provision of the Services, and supersede all other negotiations, understandings, and representations, if any, may by and between the parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in these Terms and expressly referenced herein is of any force and effect.
    • 9.3 No one other than the parties has any rights under these Terms under the Contracts (Rights of Third Parties) Act 1999.
    • 9.4 You may not assign any of your rights or obligations under these Terms. Scalewise may assign any of its rights and obligations respectively under these Terms to any company owned by, or which is an affiliate or subsidiary of Scalewise, or to anybody acquiring Scalewise, or all or most of its assets.

 

Data Processing Schedule

 

All terms capitalised in this Schedule that are not defined elsewhere, shall take the meaning given to them in the Data Protection Legislation.

  • 1. Scope of this Schedule
    • 1.1 Personal Data is transferred from one party to this Agreement to another party.
    • 1.2 Both parties are Controllers in respect of such Personal Data.
    • 1.3 The transfer of such Personal Data to the relevant party will not result in Personal Data leaving a Territory of Adequate Protection.
  • 2. Fair and lawful processing
    • 2.1 Each party shall ensure that it Processes the shared Personal Data fairly and lawfully for the purposes as contemplated under this Agreement.
    • 2.2 Each party shall ensure that it has a legal basis to Process the shared Personal Data.
    • 2.3 Each party shall, in respect of shared Personal Data, ensure that their privacy notices are clear and provide sufficient information to the Data Subjects for them to understand what of their Personal Data the disclosing party is sharing with the receiving party, the circumstances in which it will be shared, the purposes for the data sharing and either the identity of the receiving party or a clear description of the type of organisation that will receive the Personal Data.
    • 2.4 The receiving party undertakes to inform the Data Subjects, in accordance with its own applicable Data Protection Legislation, of the purposes for which it will Process their Personal Data and provide all of the information that it must provide, in accordance with its own applicable laws, to ensure that the Data Subjects understand how their Personal Data will be Processed by the receiving party.
    • 2.5 When Scalewise is acting as the receiving party, the Customer acknowledges and agrees that the Coach shall be a processor of Scalewise.
  • 3. Data subjects’ rights
    • 3.1 The parties agree to provide reasonable assistance as is necessary to each other to enable them to facilitate Data Subjects exercising their rights under the Data Protection Legislation.

 

  • 4. Data retention and deletion
    • 4.1 The receiving party shall not retain or Process the shared Personal Data for longer than is necessary to carry out the relevant purpose.
    • 4.2 Notwithstanding paragraph 4 of this Schedule, the parties shall continue to retain the shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.
  • 5. Security and training
    • 5.1 The disclosing party shall only provide the shared Personal Data to the receiving party by using secure methods.
    • 5.2 Having regard to the state of technological development and the cost of implementing such measures, the parties shall have in place appropriate technical and organisational security measures in order to:
    • 5.3 prevent unauthorised or unlawful Processing of the shared Personal Data;
    • 5.4 prevent the accidental loss or destruction of, or damage to, the shared Personal Data; and
    • 5.5 ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage, and the nature of the shared Personal Data to be protected.
    • 5.6 It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and Process the shared Personal Data in accordance with the relevant technical and organisational security measures, together with any other applicable national laws and guidance.
  • 6. Data security breaches and reporting procedures
    • 6.1 The parties shall notify each other as soon as reasonably practicable after becoming aware of a Personal Data Breach (even if such breach has not yet been fully investigated).
    • 6.2 The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.
  • 7. Resolution of disputes with data subjects or the Data Protection Authority
    • 7.1 In the event of a dispute or claim brought by a Data Subject or a data protection Supervisory Authority concerning the Processing of shared Personal Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
    • 7.2 The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by a relevant data protection Supervisory Authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
    • 7.3 Each party shall abide by a decision of a competent court of the disclosing party’s country of establishment or of the data protection Supervisory Authority which is final and against which no further appeal is possible.