SalesAssessment.com Limited Terms and Conditions

Definitions:

In these Terms and Conditions:-

“Company”
means SalesAssessment.Com Limited (Company Number 6570779) of Longcroft, Church Lane, Arborfield, Berkshire, RG2 9JA, United Kingdom.

“Client”
means the person, firm or company who uses or authorises use of the Software or who receives Reports produced by the Software or to whom Services are supplied.

“Conditions”
means these Terms and Conditions.

“Intellectual Property”
means any patent, copyright, design right, trade mark, service mark, trade name, domain name, know-how, database right, utility model, unregistered design, or other industrial or intellectual property rights subsisting throughout the world, whether or not registered, and all applications, renewals and extensions of the same.

“Order”
means an individual order for a particular volume of Reports using the Software and/or for Services.

“Reports”
means the ”Fit-4” and “Skills Analysis” range of reports produced by use of the Software.

“Services”
means any service the Company has agreed to supply to the Client.

“Software”
means the online suite of software which produce Reports and which end users may access via the internet by passwords issued by the Company on payment of the appropriate fee. The Software comprises elements developed by the Company and elements licensed to the Company by SHL Group Limited (“SHL”).

2. Applicable Conditions:

(a)
Unless otherwise agreed in writing by the Company these Conditions apply to use of the Software by the Client and shall override and exclude any terms or conditions stipulated or referred to by the Client.

(b)
The issue by the Company to the Client of a password allowing the Client access to the Software shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.

3. Licence to Use the Software:

(a)
In return for an agreed volume-related fee in respect of each Order the Company grants to the Client a non-transferable and non-exclusive licence to use the Software to produce the number of purchased Reports within a period of 24 months from the date of the Order (or such other period as the parties may agree in writing) for the Client’s internal business purposes only (which may include use of the Software as part of the Client’s services to its customers or use of the Software by potential employees of the Client) and for no other purpose whatsoever.

(b)
When the Client requests the use of all or part of its Order the Company will issue the appropriate number of user names and passwords. These will remain valid for a period of 90 days from the date of issue, and accordingly it is the Client’s responsibility to ensure that the candidate completes all tests and questionnaires required for the Report within this timescale. If a candidate fails to complete all such tests and questionnaires within such 90 days period the user name and password will lapse and should the Client wish to assess this candidate it will need to request and pay for another user name and password to be issued.

(c)
All right, title and interest in the Software at all times remains the sole and exclusive property of the Company and/or its licensor, SHL.

(d)
The licence granted by these Conditions may not be assigned, sub-licensed or otherwise transferred by the Client.

(e)
Any pre-existing Intellectual Property rights in the Reports or the Software remains with the owning company. Any Intellectual Property created by the Company in the performance of its Services shall remain the Company’s sole property. The Client shall at all times remain the owner of any property (including Intellectual Property) which the Client provides to the Company.

4. Fees and Payment:

(a)
Fees and/or discounts shown in any advertisements or price lists of the Company are binding on the Company for the period stated therein unless expressly agreed in a particular instance by the parties.

(b)
Any fee quoted or agreed for use of the Software to produce Reports is exclusive of value added tax or other applicable sales or local taxes.

(c)
Unless expressly agreed in writing by the Company the fee is payable in full prior to use of the Software. Pricing is volume-related on a per Order basis.

(d)
If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to suspend making the Software available to the Client.

5. Access, Limitations of Liability, Client Indemnity and Client Acknowledgements and other Agreed Matters:

(a)
While the Company will use all reasonable endeavours to make the Software available to the Client, as access to the Software is via the internet and therefore dependent upon factors beyond the control of the Company, no warranty can be given that the Software will be available for use at any particular time or that its use will be uninterrupted or error-free. The Company and SHL may from time to time conduct system upgrades and maintenance to the Software and access to the software during these periods may be suspended. The Company, where possible, will try to provide prior notice of such upgrades and maintenance by notice posted on our website at www.salesassessment.com.

(b)
The Company accepts no responsibility for and is not liable for any loss arising from any computer virus which may be passed to the Client upon accessing the Software.

(c) (i)
The Company shall have no limit on its liability for death or personal injury caused by the Company’s negligence or the negligence of its employees or for fraudulent misrepresentation.

(c) (ii)
Subject to Clause 5(c)(i) the Company shall have no liability to the Client in relation to the Software, the Reports and the Services in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (A) for any increased costs or expenses, (B) for any loss of profit, business, contracts, revenues or anticipated savings, or (C) for any special, indirect or consequential loss or damage of any nature whatsoever.

(c) (iii)
Subject to Clause 5(c)(i) and notwithstanding anything contained in these Conditions, the Company’s liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Order or the Services or use of the Software or any Report by the Client shall be limited to a sum equal to twice the Order price.

(d)
The Client acknowledges that the Report is intended to provide a guide only of the suitability and aptitude of potential and/or existing employees. Accordingly, the Client is solely responsible for all decisions taken in respect of such persons and the Client shall indemnify the Company for any losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Company which arise out of the Client’s decisions taken in respect of such persons. Where the Company (via the Services) or the Software has prepared reports for the Client, these reports represent opinions based on test results and must not be relied upon as statements of fact. In particular, whilst the Company has made efforts to ensure that the Software and the Services avoid discrimination based on sex, race and age, no guarantee is given that this will be avoided in the interpretation of the tests.

(e)
The Company shall not have any liability to the Client if the Company fails to fulfil its obligations due to an event outside the Company’s reasonable control.

(f)
The Client acknowledges and accepts that use of any Report requires appropriate knowledge of effective selection techniques and of the details of the job. The Report assumes that the user has sufficient knowledge of the job and job requirements to make appropriate decisions with the information in the Report. However, the Report and the results of any Services are only part of the selection process and further evidence from interviews and other relevant assessments should be sought by the Client during the selection process to determine an applicant’s suitability.

(g)
Each Report is generated from the results of a series of questionnaires answered by the respondent and substantially reflects the answers given. The Client acknowledges and accepts that due consideration must be given to the subjective nature of questionnaire-based ratings in the interpretation of this data.

(h)
Completed Reports will be stored by the Company for a period of 180 days from the date of issue of a Report (or if later, 180 days after the expiry of all user names and passwords issued to the Client in a batch as all or part of the Client’s Order), following which time the completed Reports and any incomplete or part-complete tests and questionnaires may be deleted or made anonymous and retained for statistical purposes and it will no longer be possible to request duplicate copies of a Report. Data may be kept for longer periods by the Company and SHL, for product quality, validation and development purposes.

6. Data Protection:

The Company and the Client shall comply with all applicable laws and regulations in relation to the collection, processing and storage of personal data relating to assessed individuals. For the avoidance of doubt, the Client is the data controller of such personal data and the Company is the data processor. As the data processor, the Company has technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by the Company, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to personal data and the nature of the personal data and the Client acknowledges that the Company will undertake its services both within and outside the European Union. This includes processing the Client’s information in countries in which data protection laws are not as comprehensive as in the European Union. In these cases, the Company has taken appropriate steps to ensure a similar level of protection for information in such countries to that in the European Union. Upon request, the Company will confirm what information it holds and provide it to the Client in accordance with applicable law. There may be a charge for this, as permitted by law. If the Client believes any information that the Company holds is incorrect or incomplete, the Client should write without delay to the Company and the Company will promptly correct any such information.

7. General:

(a)
Neither party shall assign, sub-contract, license or otherwise dispose of any part of its rights or obligations without the prior written consent of the other.

(b)
The headings are for convenience only and shall not be used to interpret these Conditions.

(c)
If any provision of these Conditions is held to be invalid under any enactment or rule of law, that invalidity will not affect the rest of the Conditions which will remain valid and enforceable.

8. Governing Law and Jurisdiction:

(a)
This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the English Courts. The Client irrevocably waives any right to object to the English Courts on the ground of inconvenient forum.

(b)
Any judgment obtained in the English Courts may be enforced in jurisdictions outside England.