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SAVILLE ASSESSMENT LIMITED

CI Tower, 1st Floor, St George’s Square, New Malden, Surrey, KT3 4HG, UK Tel: +44 (0)20 8619 9000 Email: [email protected] www.savilleassessment.com

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

  1. INTERPRETATION
    1. In these terms and conditions, the following words have the following meanings:
      1. Affiliate:    any entity which directly or indirectly Controls, is directly or indirectly Controlled by, or is under direct or indirect common Control with Saville Assessment Ltd registered in England under company number 05105906;
      2. Assessment:    any of the questionnaires or tests made available by the Company or the Client to a Candidate further to this Contract;
      3. Assessment Data:    any data relating to the Candidate (including Personal Data and Special Categories of Personal Data) collected through the Candidate's use of the Products or Assessments which is not Research Data;
      4. Candidate:    any respondent to any Assessment;
      5. Client:    the person(s), firm or company who purchases the Products and/or Services from the Company or is otherwise given access to the Company's Products and/or Services;
      6. Company:    the Affiliate that invoices the Client;
      7. Contract:    these terms and conditions of supply of goods and services including all appendices attached hereto;
      8. Control:    means that an entity possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other entity, whether through the ownership of voting shares, by contract or otherwise, and "Controls" and "Controlled" shall be interpreted accordingly;
      9. Data Protection Laws:    the General Data Protection Regulation (Regulation (EU) 2016/679), all national implementation laws in respect of the same, and any other laws and regulations relating to data protection or the privacy of individuals that are applicable to the processing of Personal Data under the Contract;
      10. Delivery Point:    the place where delivery of the Products and/or Services is to take place under clause 5;
      11. Distributor:    a Client that acts as a distributor or reseller of Products or Services of the Company;
      12. Ethical Guidelines:    the ethical guidelines displayed on the Website;
      13. Identification Data:    any data relating to the Candidate collected during the Client's use of the Products, or collected by the Company during the Client's use of the Products, used to identify a Candidate and may include the Candidate's name, email address and other contact details;
      14. Intellectual Property Rights:    copyright, rights to inventions, related rights, trademarks, service marks, trade, business, domain names, patents, rights in trade dress or get-up rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, algorithms, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extension of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      15. Oasys:    the Company's online Assessment system;
      16. Order:    a request or order for the supply of the Products and/or Services placed by the Client with the Company;
      17. Output:    any reports the Company produces and provides to the Client: (i) about Candidates; or (ii) further to any consultancy or training Services undertaken by the Company;
      18. Personal Data:    shall have the meaning ascribed to it in the Data Protection Laws;
      19. Privacy Policy:    the Privacy Policy displayed on the Website;
      20. Products:    any products or systems supplied to the Client by the Company (including any part or parts of them);
      21. Registered User:    an identified user who is qualified to use the Restricted Products and has registered with the Company in accordance with the Company's registration procedures;
      22. Research Data:    any optional biographical data, Personal Data, Special Categories of Personal Data, and other data, including equality and diversity data such as gender, age and cultural background provided by the Candidate or Client;
      23. Restricted Products:    any psychometric tests or materials (including: online assessments, question booklets, answer sheets, profile sheets or Outputs) referred to in an Order which at the time of purchase are identified: in the current catalogue; in other sales literature; on the Website; in our training materials; or on the tests or materials themselves, as requiring trained users to administer and/or interpret them;
      24. Saville Assessment Code of Conduct:    the code of conduct available here;
      25. Special Categories of Personal Data:    shall have the meaning ascribed to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
      26. Services:    any services provided to the Client pursuant to a Contract including without limitation: i) the provision of access to or links to Products; ii) and/or training courses to be supplied to the Client by the Company (including any part or parts of them); and/or iii) other Consultancy Projects (as defined in Appendix 4);
      27. Taxes:    any sales, use, consumption, value added, withholding or similar tax whether chargeable in the United Kingdom or by a jurisdiction or taxing authority outside of the United Kingdom;
      28. Website:   www.savilleassessment.com; and
      29. Working Hour:    an hour during a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
    2. Headings will not affect the construction of this Contract. Use of the words include, including, in particular, or any similar expression are illustrative and do not limit the sense of the words following those terms. The singular tense of a defined term also includes the plural.
    3. The additional terms and conditions set out in the appendices to this Contract shall also apply according to the type of Service being provided to the Client.
    4. If there is any conflict or inconsistency between a term in the main part of the Contract and a term in any of its appendices, the term in the main part of the Contract shall take precedence, unless the appendix, or term contained in such appendix, is expressly stated to take precedence over the main part of the Contract.
  2. CONDITIONS
    1. This Contract sets out the complete and exclusive agreement between the Company and the Client in respect of the matters referred to in it and supersedes and excludes any previous agreement and/or representations between the parties, whether oral or written unless the Company and the Client enter into a separate agreement in respect of the Products and Services, and such agreement has been duly signed by an authorized signatory of the Company.
  3. ORDER ACCEPTANCES
    1. No Order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of Order is issued by the Company or (if earlier) the Company delivers the Products and/or Services to the Client on which date the Contract comes into existence.
    2. The Client is responsible for ensuring that any purchase orders or other internal requirements of the Client are processed prior to placing an Order with the Company, including setting up Assessments on Oasys made available to the Client. In the event that a purchase order number is required for access by the Client or Candidates to Oasys, it is the Client's responsibility to enter such number into the Oasys field provided, prior to setting up any Assessment. The Company may require evidence that such requirements have been fulfilled prior to accepting an Order.
    3. Purchases of Restricted Products must be made by, or on behalf of, a Registered User.
    4. When ordering Restricted Products, the Client must quote the name of the Registered User and their membership number. Orders may be refused by the Company if the delivery address is not that relating to a Registered User.
  4. DESCRIPTION
    1. The descriptions of the Products and/or Services are set out in the Company's statement of work, quotation, brochure, Website or other applicable literature. All drawings, descriptive matter, specifications and advertising issued by the Company are published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. Such literature shall not form part of this Contract.
  5. DELIVERY
    1. The Company shall deliver the Products and/or Services to/at the location set out in the Order at any time after the Company notifies the Client that the Products and/or Services are ready.
    2. Any dates quoted for delivery of the Products and/or Services are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products and/or Services that is caused by an event beyond its control ("Force Majeure event") or the Client's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and/or Services.
    3. In the event that the Products and/or Services are not delivered within the quoted dates for delivery or to the agreed standard, the Client must inform the Company of the non-delivery of the Product and/or Services within seven days of the quoted delivery date.
    4. Provision of web-based electronic assessment Products and/or Services provided by the Company will be subject to service levels as set out in Appendix 1.
  6. FEES
    1. Unless otherwise agreed by the Company in writing, the fee for the Products and/or Services shall be those set out in the Company's current price list, valid as at the date of Order, as available on request from the Company.
    2. The fee for the Products and/or Services shall be exclusive of any costs or charges relating to postage, packaging, insurance, transport, travelling expenses and/or any applicable import and/or export duties which shall be paid for by the Client.
    3. Any fees or rates quoted or estimated are exclusive of any applicable sales, or similar taxes. Expenses are charged in addition.
    4. Client may require that the Company utilizes a billing platform (such as Ariba) that Client has adopted. In the event that such a platform is utilized then (i) if Company is required to pay any fees to utilize such platform for Client, Company may pass such fees to Client by adding the same to Client's contract fee, and (ii) if any platform includes terms and conditions that are not reasonably acceptable to Company, Company will notify Client and the parties will agree to an alternative billing method. If Client's billing platform or payment provider otherwise deducts any processing fees, Company shall similarly be permitted to automatically add such deducted amounts to the Client's contract fee, such that, in all cases, there shall be no net deduction to the contract fee payable hereunder due to Client's selected platform or provider.
  7. PAYMENT
    1. The Company, at its absolute discretion, may require a Client to pay at the point Orders are accepted by the Company.
    2. Unless otherwise agreed, invoices shall be paid within 30 days of invoice date ("Invoice Due Date"). In the event that invoices are not paid within that time, the Company is entitled to charge a late payment fee of the lesser of 1% per month or the maximum allowed by law.
    3. All sums due under this Contract shall be paid by the Client in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If the Client deducts an amount in respect of taxes that the Client is obliged to withhold by law, that amount shall remain payable by the Client to the Company until the Client has provided evidence to the Company that the Client has paid the amount of the withholding to the respective Tax or other Government authority.
    4. The Company shall be entitled to withhold, without any liabilities, delivery of any Products and/or suspend any of the Services if the Client fails to pay to the Company any sum due under this Contract by the Invoice Due Date.
  8. CLIENT'S OBLIGATIONS
    1. The Client represents, warrants and undertakes that it shall:
      1. ensure that the Assessments are used in compliance with the then current Ethical Guidelines;
      2. ensure that only a Registered User uses the Restricted Products in accordance with the Ethical Guidelines;
      3. not, and shall ensure that the Registered User shall not, make the Restricted Products available for administration by any individual who is not a Registered User;
      4. ensure only those users it has authorized have access to Oasys;
      5. not copy, reproduce, modify or adapt, translate, disassemble or reverse engineer, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Product and/or Services (as applicable) in any form or media or by any means, except as permitted in accordance with the Contract;
      6. administer and use the Products and/or any Services (including any related materials), in compliance with all relevant laws, procedures or guidelines applicable in the jurisdiction in which the assessment is being administered;
      7. comply with applicable law with respect to the Contract; and
      8. enter into the Contract as a business customer and is not a consumer for the purposes of any consumer protection regulation.
    2. The Company will rely on the documentation and information provided by the Client or its representatives and do not take responsibility for verifying the accuracy or completeness of it.
    3. The Client may rely only upon the final work product and not on any drafts or oral statements made by the Company in the course of performing the Services.
    4. Distributors undertake to comply with the principles of the Saville Assessment Code of Conduct.
  9. THE COMPANY'S OBLIGATIONS
    1. The Company shall provide the Services in a professional manner with reasonable skill and care. The Company will assign to the project team members of staff with adequate education, training and experience to perform the tasks assigned to them.
    2. The Company does not provide any legal advice.
  10. LIMITATION OF LIABILITY
    1. The aggregate liability, taken together, of the Company, its Affiliates and our and their respective employees, directors, officers, agents and subcontractors ("Related Persons") arising from or in any way connected with the Products, the Services or any claim under this Contract whether in contract, tort (including, without limitation, negligence and misrepresentation), or for breach of statutory duty or otherwise (all of these being what we call "Theories of Law"), shall not exceed in aggregate the total fees paid (plus fees payable) to the Company during the twelve months immediately preceding the claim giving rise to such damages.
    2. Subject to clause 10.3, in no event shall the Company or any of its Related Persons be liable under any Theories of Law under or in connection with, or arising out of, this Contract, with respect to any: (i) loss of income; (ii) loss of actual or anticipated profits; (iii) loss of business; (iv) loss of revenue or the use of money; (v) loss of contracts; (vi) loss of anticipated savings; or (vii) any indirect or consequential loss (all these categories being referred to herein as "Special Losses"). This exclusion of liability for Special Losses applies regardless of whether any of them are foreseeable, known, foreseen or otherwise contemplated, unless otherwise agreed in writing between the Parties. Also, the particular Special Losses in that list (i) to (vi) inclusive apply whether such Special Losses are direct, indirect, consequential or otherwise.
    3. In the rare circumstances where the only damages that can be suffered under this Contract are Special Losses, then clause 10.2 shall not have effect but, in that case, the limitation in clause 10.1 shall apply to such Special Losses.
    4. Without limiting anything else in this clause 10, where we or any of the Related Persons are jointly liable to you with another third party under or in any way connected with this Contract, any Products or any Services, we and the Related Persons shall, to the extent permitted by law, only be liable to you for those losses that correspond directly with our or our Related Persons' proportionate share of responsibility for the losses in question, whether or not such other third party is made a party to the same proceedings as us or any related proceedings and whether or not such party satisfies (or is able to satisfy) any judgment against it.
    5. Nothing in this Contract shall exclude or limit the liability of the Company or its Related Persons: (i) for death or personal injury resulting from the negligence of the Company or the Related Persons; (ii) for fraudulent acts or omissions of the Company or the Related Person; or (iii) to the extent that the law does not permit the same to be excluded or limited.
  11. WARRANTY DISCLAIMER
    1. The Company makes no warranties of any kind concerning the Products and the Services and disclaims the implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the web-based electronic assessment Services will operate without interruption or that it is free from errors.
    2. In particular, the Company gives no warranties and shall not be liable to either the Client or any third parties as to the appropriateness of the Products and/or Services. The Company excludes all liability for any disparate impact or disparate treatment and sexual or racial discrimination by the Client in connection with the use of any Products and/or Services provided by the Company.
  12. INTELLECTUAL PROPERTY AND LIMITED LICENSE
    1. The Client shall retain ownership of all material provided to the Company by the Client or its representatives and the intellectual property rights in that material.
    2. The Company shall own all Intellectual Property Rights arising out of or in connection with the Contract (including any Intellectual Property Rights subsisting in the Identification Data, Assessment Data, Research Data and any other data created or collected in connection with the Contract and/or material produced by the Company in connection with the Contract and the Output). The Company shall retain the intellectual property rights in any materials provided by the Company to the Client and the skills, know-how and methodologies used or acquired during the course of providing any of the Services.
    3. Subject to payment by the Client of all sums due under the Contract, the Company hereby grants to the Client a perpetual, worldwide, royalty-free, non-exclusive, license to use the Output for the Client's own internal human resource management purposes. The Services, including the Products and any material provided during the performance of the Services, are provided solely for the intended purpose.
    4. The Company grants to the Client a limited, non-exclusive, non-transferable right to access Oasys commencing on the date that Oasys is first made available to the Client and continuing during the agreed term and any agreed extensions thereto. The Client shall not permit any other party to use Oasys and the Client shall not use Oasys on behalf of any other party. The Client shall not, and shall not permit any third party to, (a) decipher or decompile Oasys or develop or derive source code for Oasys; (b) develop passwords or other mechanisms that enable Oasys for any use or periods of time not covered by this Contract or (c) disassemble, decompile, reverse engineer, transmit, or hack into Oasys in any form or by any means.
  13. CONFIDENTIALITY
    1. Each Party (the "Recipient") shall protect all confidential information which the other Party (the "Discloser") provides to it (whether orally, in writing or in any other form) ("Confidential Information") using the same standards as the Recipient applies to its own comparable confidential information, but in no event less than reasonable measures. Confidential Information shall not include information that is: (a) already known to the Recipient at the time of disclosure; (b) in the public domain or publicly available; (c) provided to it by a third party who is under no such obligation of confidentiality; (d) independently developed by it; or (e) is required to be disclosed by court order, regulatory authority or other legal process, provided that prior to disclosing any Confidential Information, the Recipient shall, if permitted by law, notify, and cooperate with the Discloser, at Discloser's expense, to lawfully limit and/or obtain appropriate protective orders with respect to such portion(s) of the Confidential Information which is the subject of any such required disclosure. The Recipient shall only disclose the Confidential Information to those of its and its affiliates' employees, agents and subcontractors who need to know it for the purpose of discharging the Recipient's obligations under the Contract, and shall ensure that such employees, agents and subcontractors are bound by confidentiality obligations equivalent to those contained in this clause 13.
  14. DATA PROTECTION
    1. The Company shall process Personal Data relating to Candidates (whether such information is provided directly by Candidates or by the Client) in the manner and for the purposes detailed in the Privacy Policy.
    2. Each Party warrants that it has made all necessary registrations of its particulars where required, in accordance with the Data Protection Laws.
    3. Subject to clause 14.4 below, in respect of any Assessment Data and Identification Data (to the extent that it constitutes Personal Data) that is processed in connection with the Contract, the parties agree that they shall each be independent controllers for the purposes of the Data Protection Laws and each Party shall comply with its respective obligations under the Data Protection Laws and shall only process such data in connection with the Contract.
    4. When using the Services, the Client may make decisions about Candidates on the basis of their Assessment results. To the extent that the Client instructs the Company to:
      1. classify or categorize any Candidate;
      2. progress or exclude any Candidate to or from any stage of the Assessment process; or
      3. otherwise take any steps which may affect a Candidate's prospects of employment or have a similarly significant impact on a Candidate,
      based on the Candidate's Assessment results and/or any criteria or minimum score set by the Client, the Parties acknowledge and agree that the Company will act as a data processor in respect of any Personal Data contained in the Assessment Data and Identification Data or otherwise relating to the Candidate for these purposes and that the Company's processing activities in carrying out the Client's instructions shall be governed by the terms of Appendix 5.
    5. The Client will ensure that any and all decisions about the Candidates on the basis of their Assessment results are made in a manner that complies with the Data Protection Laws and all other applicable laws.
    6. The Client warrants that all fair processing notices have been given to any Candidates and explicit consents obtained (as applicable) in accordance with the Data Protection Laws, and/or any local applicable data laws to which the Client is subject, for the Client to provide any Identification Data to the Company and for the Company to process such Identification Data for the purpose of providing the Products and/or Services.
    7. The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct losses, all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Client's breach of this clause 14 and/or the Data Protection Laws to which the Client is subject.
  15. TERMINATION OF CONTRACT
    1. Either party may terminate this Contract immediately in the event that the other party: (a) is in material breach of any of its obligations under this Contract and either the breach is: (i) not capable of remedy; or (ii) capable of remedy but the other party has failed to remedy the breach within 30 days of being given written notice asking for it to be remedied; (b) does not act in accordance with the Ethical Guidelines; or (c) if the other party suspends payment of its debts or experiences any other insolvency or bankruptcy-type event.
    2. Either party may terminate this Contract at any time for convenience on giving not less than three months' written notice to the other party, except where the Contract is subject to an agreed minimum term or agreed subscription term, the effective date of such termination shall be on the date of the expiry of such agreed minimum term or agreed subscription term.
    3. On termination of the Contract for any reason:
      1. the Company shall not be under any obligation to supply any further Products or Services under any such Contract and the Client shall pay for the Product delivered and Services rendered up to the effective date of any such termination, and for expenses incurred;
      2. the Client shall return any materials for which the Company owns the Intellectual Property Rights and which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
      3. any provisions contained in the Contract that would be reasonably intended to apply after termination will do so including clauses 8.1, 10, 11, 12, 13, 14 and 15.3.
    4. If a Distributor breaches its obligations under clause 8.4, the Company may terminate the Contract immediately on written notice to the Distributor.
  16. GENERAL
    1. If any provision (or part of any provision) of the Contract is found by any court or tribunal to be void or unenforceable, that provision or part provision shall be deleted, and the validity and enforceability of the other provisions shall continue in full force. If any invalid or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum changes to make it valid, enforceable and legal.
    2. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    3. This Contract, together with any statement of work (and any other amendments hereto), constitutes the entire agreement between the parties and supersedes all other agreements or understandings between them, whether written or oral, with respect to the subject matter of this Contract.
    4. Nothing in the Contract shall be deemed or construed to constitute a party or its employees, as the agent, partner, joint venture or legal representative of the other party for any reason whatsoever. Neither party is granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.
    5. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    6. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
    7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
    8. The Company accepts no responsibility for any consequences arising from any third party relying on the Services. The Client shall reimburse the Company for all costs (including reasonable legal fees) that are incurred in responding to any requests or demands from third parties, pursuant to legal process or otherwise, for data or information related to the Services provided by the Company.
    9. The Client shall not assign, novate, transfer, charge or subcontract the Contract or any part of it without the prior written consent of the Company except in the case of a corporate restructuring that does not result in a change of control of the Client. The Company may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under the Contract.
    10. All communications between the parties about this Contract must be in writing and: delivered by hand; sent by first class post; sent by facsimile transmission; or sent by email to the parties' registered office or such address as notified by one party to the other.
    11. The Company reserves the right to defer the date of delivery or payment or to immediately terminate the Contract if it is prevented from performing its obligations under the Contract due to any Force Majeure event.
    12. Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed by the parties.
    13. This Contract and any dispute or claim arising out of or in relation to it is governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
    14. Translations of the Contract into languages other than English may be provided for information and convenience. For the definitive and binding version, please refer to the English language version which shall prevail in the case of any discrepancies between it and the translated versions.

Appendix 1

Service Level Agreement

These service levels apply where the Client is purchasing web-based electronic assessment Services from the Company:

  1. Subject to the Client meeting the Client's obligations under this Contract, the Company shall use all reasonable endeavours to ensure that the web-based electronic assessment service is available to the Client throughout the term of this Contract. The Company will schedule downtime between 8am and 8pm UK time on Saturdays as necessary. Such downtime will be notified on the Company Website or other such website as notified to the Client from time to time and via email to the project administrator, Registered User or other designated employee of the Client.
  2. Outputs that have been purchased by the Client will be made available to the Client for a period of 24 months from the date the Candidate is invited to complete the Assessment, after which the Assessment will be anonymized, or until the date the Assessment is anonymized at the request of the Client or Candidate, whichever is earlier. Reports may be run against this data subject to the fees set out in the Company's current price list.
  3. The Company's help desk support ("Help Desk Support") will be provided to the Client between the hours of 8am and 6pm UK time Monday to Friday except UK public holidays ("Normal Working Hours"). The fees for the Help Desk Support ("Help Desk Fees") shall be as set out in the Company's current price list.
  4. Queries received via email at [email protected] by the Help Desk during Normal Working Hours will be responded to within two Working Hours of the email receipt. For the avoidance of doubt, the meaning of a response within this paragraph 4 will include an acknowledgement of the Client's initial email stating that a query has been raised and shall not necessarily mean a resolution. Failure to respond within two Working Hours will entitle the Client to a payment equivalent to twenty pounds (£20) for every hour the queries are left unanswered, to a maximum of seven hundred and twenty pounds (£720.00).
  5. The Company makes no guarantee of resolving the problem.
  6. The Company will generate a price quote and time estimate for work to be performed based on the results of an investigation.
  7. The Client must give specific consent for work to proceed at the agreed price and the Company may decline to perform such requested work.
  8. Network uptime, excluding planned downtimes notified to the Client by the Company in accordance with paragraph 1, shall be as follows:
    1. 99.5% availability based on network average during the hours of 8am on Monday to 6pm on Friday UK time except UK public holidays and 99% availability at other times; and
    2. for every hour above the acceptable outages in a calendar month, the Company will make a reimbursement of 5% of the fees payable by the Client for the online Assessment Products under the Contract during the relevant month to a maximum of 25% of the total fees payable by the Client in the month. This is active only after a report of failure from the Client is received by the Company.
  9. The Company shall not be liable for any defect or failure in the performance of the web-based electronic assessment for reasons beyond the Company's control including but not limited to link failures, power difficulties, telephone outages, network overload, issues related to Client systems, default or failure of a third party, government actions, failure in the supply of a third party's access line or any event of Force Majeure.
  10. The Company reserves the right to terminate the use of any bespoke reports, bespoke Products or Oasys previously delivered to Clients in the event that the reports or Oasys have low usage or activity. The Company will provide the Client with at least 90 days' notice prior to terminating the use of such reports or Oasys. During this notice period, the Client may request that these reports or Oasys are not terminated.

Appendix 2

Additional Terms and Conditions for Booking Public Training Courses

  1. Public Training Courses and Prices:
    1. The details of the design and content of courses and the prices are correct at the time of publication but are subject to change without notice.
    2. The cost of optional overnight accommodation is not included in the course fees.
    3. Invoices will be raised upon booking a course and all invoices will be payable within 30 days of the invoice date or prior to the commencement of the course, whichever is earlier.
    4. The Company reserves the right to cancel or reschedule courses without penalty or liability if there are insufficient bookings, or for reasons outside its control. The Company will try to notify participants as soon as reasonably possible if a course has to be cancelled.
  2. Cancellation Policy:
    1. In respect of cancellation by the Company, a full refund will be given upon return to the Company of any pre-course materials already dispatched.
    2. The full course fee will be payable for any cancellation by a participant for any reason within 21 days of the start of the training course. No fees will be payable, except a charge for any course material already dispatched, for any cancellation received in writing more than 21 days before the course start date.
    3. Transfers from one course to another on an alternative date are treated as cancellations. A booking is then required for the new course date at the full price.
    4. Participants must complete their e-learning seven days before the course start date. In the event that the participant does not complete the required e-learning they can be refused to join the course on the date booked and must transfer to a course on an alternative date. The transfer is treated as cancellation, a booking is then required for the new course date at the full price.
  3. Qualification of Participants:
    1. Registrants on qualification courses should note that successful completion of such courses requires participants to demonstrate an understanding of the underlying principles and competence in the selection, administration and feedback of the instrument(s) concerned. Whilst the Company will make every effort to ensure a high standard of training and impartiality in such awards, no guarantee is given that every participant attending will receive such qualification.

Appendix 3

Additional Terms and Conditions for Booking In-company Training Courses

In-company training course programs can produce significant savings where a client has a number of participants wishing to attend public training courses. Fees for these courses will be provided on request.

  1. Arrangements
    1. The details and requirements for the in-company courses will be agreed at the time the course is booked. Unless otherwise agreed, in addition to the agreed course fees, the Client shall be responsible for providing, and the cost of, the following:
      1. the training venue, audio visual equipment and wireless broadband internet connectivity;
      2. all meals and refreshments during the course;
      3. travel and accommodation for the trainer(s) and, when required, observers;
      4. the cost of transport by courier of equipment and materials to and from the venue; and
      5. volunteers for administration and feedback practice.
    2. The details of the design and content of courses and the prices are correct at the time of publication but are subject to change without notice.
  2. Charges for cancellation or postponement before the commencement of an in-company training course are as follows:
    1. within two weeks of the commencement of the training course: the full fee; or
    2. within two to four weeks of the commencement of the training course: 50% of the full fee.
  3. Qualification of Participants:
    1. Participants must complete their e-learning 7 days before the course start date. In the event that the participant does not complete the required e-learning they can be refused to join the course. The participant will need to either book a new in-company course or attend a public course at the prevailing course price.
    2. Registrants on qualification courses should note that successful completion of such courses requires participants to demonstrate an understanding of the underlying principles and competence in the selection, administration and feedback of the instrument(s) concerned. Whilst the Company will make every effort to ensure a high standard of training and impartiality in such awards, no guarantee is given that every participant attending will receive such qualification.

Appendix 4

Additional Terms and Conditions Applicable to Consultancy Services

  1. Consultancy Projects:
    1. "Consultancy Projects" are defined as assignments undertaken by the Company or its agents and sub-contractors on behalf of the Client in relation to the Assessments.
    2. Consultancy Projects will only commence following agreement with the Client of a clear written specification or proposal.
  2. Fees and Cancellation:
    1. A "Consultant Day" is a maximum of eight hours between the hours of 9.00am and 6.00pm unless otherwise agreed in writing between the parties. If evening, weekend or public holiday work is involved and/or if the Consultancy Project involves work outside the UK, higher rates will apply as agreed in writing.
    2. Travel time will be charged at 50% of the prevailing Consultant Day rate.
    3. Fees for any Consultancy Projects supplied by the Company will be invoiced to the Client at the fees agreed between the parties.
    4. Unless otherwise agreed in writing between the parties, 30% of the total fees for the Consultancy Project will be invoiced on commencement of the Consultancy Project. 50% of the fees will be invoiced on a monthly basis as the Consultancy Project proceeds, with the final 20% invoiced on completion of the Consultancy Project.
    5. Charges for cancellation or postponement before the commencement of a Consultancy Project are as follows:
      1. within two weeks of the commencement of the Consultancy Project: the full fee; or
      2. within two to four weeks of the commencement of the Consultancy Project: 50% of the full fee.
    6. If the Client requests any change to the Consultancy Project, the Company will make reasonable efforts to meet the request. If these changes result in extra time being required, this will be charged at the fees agreed between the parties.
    7. Expenses incurred in the course of undertaking the project, including but not limited to travel, accommodation, subsistence and courier costs, will be charged in addition to the fees charged by the Company for the Consultancy Project.
  3. Access:
    1. The Client will give the Consultant such access to their offices, personnel and to client information as the Consultant may require in the performance of the assignment. Any increase in time spent as a result of the Consultant's reasonable access being denied will result in an increase in the project cost.
    2. The Client will ensure that the Consultant has sufficient working space and facilities and will secure and keep safe all of the Consultant's and the Company's property.

Appendix 5

Data Processing Protocol

This Data Processing Protocol (the "Protocol") explains how the Company handles personal data on behalf of the Client.

Where this Protocol uses terms which are defined in the General Data Protection Regulation (Regulation (EU) 2016/679) (the "Regulation"), then the definitions set out in that Regulation shall apply.

DATA PROCESSING

With respect to personal data processed by the Company on the Client's behalf (see Annex 1), the Company will comply with the following requirements:

Limitations on Use. The Company will process personal data only to deliver the relevant service, as instructed in writing by the Client from time to time, or as otherwise required by law.

Confidentiality. The Company will hold personal data in confidence and require Company personnel who will process personal data to protect all personal data in accordance with the requirements of this Protocol.

Information Security Program. The Company will maintain a written information security program and keep in place appropriate administrative, technical and physical safeguards to protect personal data against anticipated threats or hazards to its security, confidentiality or integrity.

Assistance. The Company will:

  1. taking into account the nature of the processing and in so far as is possible, implement technical and organizational measures to assist the Client in fulfilling its obligation to respond to any requests from individuals exercising their rights under Chapter III of the Regulation;
  2. taking into account the nature of the processing and the information available to the Company, assist the Client in complying with the Client's obligations to implement appropriate security measures, to notify personal data breaches to supervisory authorities and to individuals and to conduct data protection impact assessments and consult with supervisory authorities in relation to data protection impact assessments where required; and
  3. make available to the Client all information which the Client reasonably requests to assist the Client in demonstrating that the obligations set out in Article 28 of the Regulation relating to the appointment of processors have been met and allow for and contribute to audits conducted by the Client or another auditor nominated by the Client.

The Company may charge a reasonable fee for all such assistance described above, save where assistance was required directly as a result of the Company's own acts or omissions, in which case such assistance will be at the Company's expense.

Audit. The Client shall provide the Company with thirty (30) days advance notice of any audit request; may not engage in an audit which would compromise confidentiality obligations to any other clients and customers of the Company and, if it wishes to nominate another auditor to undertake the audit, shall ensure that the auditor enters into a confidentiality agreement with the Company in such form as the Company shall reasonably require.

Security Incident. The Company will without undue delay notify the Client whenever the Company reasonably believes that there has been a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data processed by the Company in the context of this Protocol ("Security Incident"). After providing notice, the Company will investigate the Security Incident, take necessary steps to eliminate or contain the impact of the Security Incident and keep the Client advised of the status of the Security Incident and all related matters.

Erasure of Personal Data. Unless the Client or the Candidate requests the Company to anonymize personal data sooner, the Company will retain personal data for a period of 24 months following the latest date the Candidate was invited to take an Assessment to assist the Client in complying with any data subject requests or other obligations, after which the Company will retain the right to anonymize the personal data (and such anonymized data will be used by the Company for research purposes).

INFRASTRUCTURE PROVIDERS

The Client understands that the Company may use infrastructure providers to provide the services under the Contract. The infrastructure providers used by the Company can be found here. The Company shall remain primarily responsible for the performance of its obligations under this Protocol and shall ensure that its agreements with such infrastructure providers are at least as restrictive as this Protocol. The Company may change or add infrastructure providers from time to time upon giving reasonable notice in writing to the Client so that the Client may express an objection, on reasonable grounds, to the proposed change.

DATA TRANSFERS

The Client confirms that the Company may transfer personal data to its affiliates and infrastructure providers inside and outside the European Economic Area (EEA) for purposes of support and back-up. The Company has established safeguards to protect personal data transferred to countries outside the EEA, including appropriate contractual protections.


Appendix 5a

Data Processing Protocol (continued)

Country Specific Provisions

Data Processing Protocol Relating to the California Consumer Protection Act

Amendments for Client or Candidate where the collection, selling, or sharing of Personal Information takes place within the state of California:

Appendix 5a is entered into for the purpose of confirming Company's role under the California Consumer Privacy Act as amended by the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and any applicable regulations (the "CCPA"). Appendix 5a hereby incorporates by reference any defined or capitalized terms not otherwise so defined herein as they are set forth in the underlying agreement between Company and any Client or Candidate to which this Addendum applies.

Appendix 5a applies to the extent Company acts as a "Third Party" under the CCPA.

As a Third Party, the Company confirms that Client has made Personal Information available to it only for the following limited and specific purposes and Company confirms that it will only use Personal Information for the following limited and specific purposes:

  1. To retain and employ another service provider, processor, or contractor as a subcontractor, where the subcontractor meets the requirements for a service provider, processor, or contractor,
  2. For internal use to build or improve the quality of Company's services provided to Client,
  3. To prevent, detect, or investigate data security incidents, or protect against malicious, deceptive, fraudulent, or illegal activity,
  4. As necessary to comply with applicable laws, or comply with a court order or subpoena,
  5. To comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities,
  6. To cooperate with law enforcement agencies concerning conduct or activity that Company reasonably and in good faith believes may violate federal, state, or local law,
  7. To the extent required by law, cooperate with a government agency request for emergency access to Personal Information subject to the CCPA, if Company reasonably and in good faith believes that a natural person is at risk or danger of death or serious physical injury, provided that: (i) the request is approved by a high-ranking agency officer for emergency access to Personal Information, (ii) the request is based on the agency's good faith determination that it has a lawful basis to access the information on a nonemergency basis, and (iii) the agency agrees to petition a court for an appropriate order within three days and to destroy the information if that order is not granted,
  8. To exercise or defend legal claims,
  9. To collect, use, retain, sell, share, or disclose Client Personal Information that is deidentified or aggregate Client information. Client acknowledges and agrees that aggregated, anonymized, and/or deidentified data (meaning data that cannot reasonably be used to infer information about, or otherwise be linked to, a particular individual or household, including deidentified and aggregate Client Personal Information, as defined by the CCPA, collectively "Deidentified Data") is not Personal Information under the CCPA Law. To the extent that Company discloses Deidentified Data to Client, client will comply with all requirements regarding Deidentified Data established by the CCPA. To the extent Client discloses Deidentified Data to Company, Company will maintain and use the information in deidentified form and not attempt to reidentify the information, except that Company may attempt to reidentify the information solely for the purpose of determining whether its deidentification processes satisfy the requirements of the CCPA.
    Company may create and use Deidentified Data derived from Personal Information and/or the Services for its own purposes, including to provide its services, improve its operations, and enhance the features, functions, and performance of its services. All analysis and output derived from Deidentified Data, including any normative benchmarks or databases that include Deidentified Data, shall be owned by Company.
  10. To collect, sell, or share Personal Information if every aspect of that commercial conduct takes place wholly outside of California,
  11. To help ensure security and integrity to the extent the use of Personal Information is reasonably necessary and proportionate for these purposes,
  12. To debug and/or identify and repair errors that impair existing intended functionality,
  13. For short-term, transient use, including but not limited to non-personalized advertising shown as part of an individual's current interaction with the Client, provided that the Personal Information is not disclosed to another third party and is not used to build a profile about the individual or otherwise alter the individual's experience outside the current interaction with the Client,
  14. Performing services on behalf of the Client, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing analytics services, providing storage, or providing similar services on behalf of the Client,
  15. Providing advertising and marketing services, provided that for the purposes of advertising and marketing, Company shall not combine the Personal Information of opted-out individuals which Company receives from or on behalf of the Client with Information which Company receives from or on behalf of another person or persons, or collects from its own interaction with individuals,
  16. Undertaking internal research for technological development and demonstration, and/or
  17. Undertaking activities to verify or maintain the quality or safety of a service or device that is owned, manufactured, manufactured for, or controlled by Client, and to improve, upgrade, or enhance the service or device that is owned, manufactured, manufactured for, or controlled by Client.

Client has a right to take reasonable and appropriate steps to help ensure that the Company uses the personal information transferred in a manner consistent with Client's obligations under the CCPA.

Company shall notify Client if it makes a determination that it can no longer meet its obligations under the CCPA.

To the extent permitted by the CCPA, Client may, upon notice, take reasonable and appropriate steps to stop and remediate Company's unauthorized use of Client Personal Information.

Company shall comply with all requirements of the CCPA in its role as a Third Party. This includes providing the same level of privacy protection as required of Client by the CCPA, including cooperating with Client in responding to and complying with verified consumer requests under Applicable Privacy Law and subject to the terms herein, and implementing reasonable security procedures and practices appropriate to the nature of the Client Personal Information to protect it from unauthorized or illegal access, destruction, use, modification, or disclosure.


Appendix 5b

Data Processing Protocol (continued)

Country Specific Provisions

Amendments for Client or Candidate from the People's Republic of China (which for this purpose only, excludes the Hong Kong and Macau Special Administrative Regions and Taiwan):

Where this Protocol uses capitalized terms or other expressions which are used or defined in the Personal Information Protection Law of China ("PIPL"), the definitions or meanings set out in the PIPL shall apply.

You should contact your relationship manager at the Company with who you deal to discuss any matters relating to this Agreement. Any request or feedback, including any rights to which a Client or data subject has under the PIPL, can also be directed to the Company or [email protected].

In sending Personal Information to the Company for it to provide services, a Client confirms that it has complied with the relevant requirements for the Company to handle the Personal Information as per this Protocol and under the PIPL.

Assistance

The Company will, taking into account the nature of the processing and the information available to it:

  1. Provide reasonable assistance to assist a Client in fulfilling its obligation to respond to any requests from individuals exercising their rights under the PIPL. Such assistance might not be provided where allowed by the PIPL, for example, it might result in the disclosure of information relating to another data subject, or where disclosure might prejudice any investigation; and
  2. Where expressly required under the PIPL, assist a Client in complying with a Client's obligations to make available to a Client all information which a Client reasonably requests to assist it in demonstrating compliance with the obligations laid down in the PIPL. The Company may charge a reasonable fee for all such assistance described above, save where assistance was required directly as a result of the Company's own acts or omissions, in which case such assistance will be at the Company's expense.

Data Transfers

Each Client confirms that the Company may transfer Personal Information to its affiliates and infrastructure providers inside and outside of China for the purposes of support and back-up. The list of such affiliates and infrastructure providers can be obtained from the Company and, to the extent practicable, the Company will inform the Client of the countries or regions in which such recipients are likely to be located. The Company also uses contractors and service providers under appropriate security requirement to provide Information Technology services to the Company in general.


Annex 1

Description of Processing of Personal Data

  1. Subject matter, nature and purpose

    All processing activities (including the collection, organization and analysis of personal data) as are reasonably required to facilitate or support the provision of the services described under clause 14.4 of the Contract.

  2. Duration of processing of personal data

    The Company will process the personal data for as long as it provides the Services to the Client. The Company retains Assessment Data for a period of 24 months, after which time the Company may anonymize the data and use it for research purposes. The Company will also anonymize Assessment Data at the request of the Client or the Candidate.

  3. Categories of individuals:

    The data subjects are the Candidates.

  4. Types of personal data:

    The services under the Contract may involve the processing of the following types of personal data:

    • "Identification Data" which means information such as the Candidate's name, email address, and other contact details.
    • "Assessment Data" which means the Candidate's responses in Assessments, this may include, or may allow the Company to deduce, information such as:
      • motives;
      • talents;
      • aptitudes;
      • competencies;
      • interests; and
      • behavior in the workplace.
    • "Research Data" which means responses to questions about the Candidate which will include information such as:
      • gender;
      • age;
      • cultural background;
      • qualifications; and
      • work experience.

    From time to time, Candidates may volunteer additional personal information about themselves to the Company, which may include special categories of personal data. For example, Candidates may inform the Company about a health issue or disability which may impact the way in which they undertake the Assessment. The Company will obtain explicit consent before further processing any special categories of personal data that a Candidate provides. If consent is obtained, this information will be communicated to the Client requesting the Assessment whose responsibility it is to take any decisions regarding the impact on the Assessment process as a result of the information.

  5. Types of special categories of personal data referred to in Article 9 of the Regulation:

    The personal data processed by the Company on behalf of the Client in connection with clause 14.4 may include:

    • information concerning race and ethnicity; and
    • information concerning health and disability.

Last updated: 4 September, 2023.

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