These terms and conditions form the basis of the complete agreement between TalentPredix Ltd (“the Company”) and the Client and its authorized users (“the Client”) unless The Company and the Client enter into a separate written agreement in respect of the Products and/or Services.

The use by the Client of the Company’s website is subject to these terms and conditions. By using this website the Client is agreeing to be bound by these conditions and the Company’s Privacy Policy.

The Company may change these terms and conditions at any time without giving Clients advance notice, so please check them regularly.

  1. Security of registration details
    1. Clients and authorized users of the Company’s website and assessment services are responsible for ensuring the security of any registration details provided to them by the Company, including log-in and passwords. Registration details, including log-in and password details, shall not be transferred or shared between multiple Clients of authorized users. The Client must report any loss or theft of such details to the Company as soon as possible so that replacement log-in and passwords may be created and any security and data breaches are swiftly dealt with.
  2. Intellectual property rights
    1. The Client acknowledges that all intellectual property rights in the Products and/or Services are vested into and shall always remain vested in the Company or its licensors. The Client warrants that it shall not engage in any unauthorized use, copying, renting or distribution or other act restricted by copyright in respect of any Products and/or Services, or part thereof, in which copyright subsists under this agreement.
    2. For the avoidance of doubt, intellectual property rights protected under this agreement includes copyrights, patents, rights of publicity, internet domain names, trademarks, trade secrets, authors’ rights, rights of attribution, goodwill, design, rights relating to innovation, know-how, moral rights, and all other proprietary rights. 
    3. Notwithstanding the above, Clients and their authorized users may download, permitted digital content (including assessment profiles and downloadable resources) from the Company’s website provided it is:
      1. used only by the Client for the purposes authorized;
      2. reproduced accurately;
      3. the source of the material is identified and the copyright status acknowledged.
  3. 2.4.  However, the Client may not duplicate, disseminate, or transmit any of that material, or exploit it for commercial purposes, make any derivative work, or copy it for any other purpose without first obtaining written permission from the Company. The Client agrees not to modify or alter the physical or electronic characteristics of the website, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into the website and any of its associated products.
  4. 2.5.  If a Client wishes to use the Company logo on their website or any other documents or marketing collateral, they will require prior written consent from the Company.
  5. 2.6.  The Client and its authorized users shall ensure that any infringement or suspected infringement of the Company’s intellectual property rights by third parties shall be notified to the Company immediately. The Client warrants that it and any authorized users shall maintain observance of this agreement and that any unauthorised use of the intellectual property rights and/or failure to comply with the terms and conditions specified in this agreement by it or any of its authorized users shall be notified to the Company immediately.
  6. Data protection and privacy
    1. Each party acknowledges that the Client operates as a Data Controller and the Company as the Data Processor in respect of the personal data of the authorised users.
    2. The Company may act as the Data Controller if the Client has independently completed an assessment with the Company.
    3. The Company takes the privacy and the security of the information provided by the Client very seriously. All information given to the Company is stored securely and is not accessible to other users. The Company does not sell, transmit or license any such personal information to any third party. The Company will use the information that it collects lawfully for the purposes of fulfilling the services in accordance with the GDPR.
    4. If the Company assigns, transfers or subcontracts its obligations under this agreement, the Client’s personal data may be passed on to a third party in order to continue the provision of the products and/or services.
    5. Any personal data about the Client collected by the Company may also be used for the following purposes: (a) to provide access to and for the use of the products and/or services; (b) to conduct research to improve the products and services offered and (c) to provide customer support and invoicing.
    6. Please refer to the Company’s Privacy Policy for further information on how it processes personal data.
  7. Third party goods and services and links
    1. Any information, offer or service made available by any third party about this website, or on any website to which this website is linked, is that of the author or provider, and not of the Company. The Company does not necessarily endorse and is not responsible for, the accuracy or reliability of, any such information, offer or service.
    2. The Company makes no representations and gives no warranty about any other websites or any information, offer or service on them. We have no control over their content or availability. The Company will not be liable for any loss or damage caused by or in connection with the use of, or reliance on, any content, products or services available on or through any other website.
  8. Accuracy of information and disclaimer
    1. The Company attempts to ensure that any information on its website is up-to-date and accurate. However, it makes no representations and gives no warranty that all information is accurate, up to date or complete. The Company accepts no liability for any loss or damage caused by inaccurate information or by the way that information is used or interpreted by the Client, authorized users, and others.
  9. Product descriptions
    1. The descriptions of the Products and/or Services are set out in The Company’s statement of work, proposal, website, or other applicable literature. All marketing descriptions, specifications and advertising produced 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 agreement.
  10. Placing orders
    1. No order placed by the Client shall be deemed to be accepted by The Company until a written acknowledgement of the order is issued by The Company or (if earlier), The Company delivers the Products and/or Services to the Client on which date the agreement comes into existence.
    2. The Company may need certain information from the Client in order to supply the Products or training session, for example, their name and country. If so, this will have been stated in the description of the Product or training session on the Website. The Company will not be responsible for supplying the Products or training session late or not supplying any part of them if this is caused by the Client not providing the information needed within a reasonable time.
    3. 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 the Company platform made available to the Client. Any Client authorized to pay by invoice may be required to provide a purchase order prior to their order being accepted.
    4. Certain purchases are only available to properly qualified and duly authorized TalentPredix™ Certified Practitioners. When ordering these restricted products by phone or email, the Client must provide the name and contact details of the Certified Practitioner. Orders may be refused by the Company if the details don’t match those of the Certified Practitioner.
  11. Order 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 advises the Client that the Products and/or Services are ready.
    2. Downloadable Products will be available for download by you as soon as The Company accepts your order. If you have booked a training session, then the training session shall be provided to you at the date and time notified to you during the order process.
    3. 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 or the Client’s failure to provide the Company with correct and complete delivery instructions that are required to supply the Products and/or Services.
    4. If 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 five days of the quoted delivery date.
  12. 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 (as updated from time to time), or the agreed statement of work.
    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 customs 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 and will be detailed in the statement or work, proposal, or other correspondence with the Client regarding the Order.
  13. Payment  
    1. The Company, at its sole discretion, may require a Client to pay at the point orders are accepted by The Company.
    2. Unless otherwise agreed in writing, invoices shall be paid within 30 days of the invoice date (“Invoice Due Date”). If invoices are not paid within that time, the Company is entitled to charge a late payment fee of 2% for each month beyond the invoice due date together with any court costs, solicitor’s fees, and any other recovery costs the Company may incur to collect overdue payments.
    3. All sums due under this agreement shall be paid by the Client in full without any deduction or withholding, other than any deduction or 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. If the Client believes there are errors or discrepancies with respect to any sum due to the Company, the Client agrees to give the Company written notice thereof within 30 days from the date of the invoice. 
    5. 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 agreement by the invoice due date. Actions may include suspension of the Client’s online assessment access privileges in the event of multiple failures to pay invoices in a timely manner.
  14. Returns
    1. The Consumer Contracts Regulations 2013 states that if you are a consumer then you may have a legal right to change your mind within 14 days and receive a refund. However, the Client does not have a right to change their mind in respect of:
      1. software after the Client has started to download or stream these;
      2. the Product is available to download immediately, and the Client agreed to this when ordering; and
      3. services, once these have been completed, even if the cancellation period is still running.
  15. The Company will not accept any Products for return after 30 days of dispatch by the Company. 
  16. Clients wishing to return a product must notify the Company in advance by email or phone. Once the return is authorized by the Company, the Product must be returned to the company within 21 days of such authorization. No request for a refund or exchange of Products will be considered unless they are returned to the Company in unaltered and undamaged condition. Returns shall be dispatched by the Client at their own expense via recorded delivery or other traceable means to provide proof of dispatch and delivery.
  17. Warranty disclaimer
    1. The Company makes no warranties of any kind concerning the Products and the Services and disclaims any implied warranties of merchantability and fitness for a particular purpose. 
    2. The Company does not warrant that the online assessment Services will operate without interruption or that its website and platform are free from errors.
    3. 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 including but not limited to the completeness or accuracy of any computer-generated and scored reports/profiles. The Company excludes all liability for any adverse impact or unfair treatment of any person or group arising from the misuse by the Client of any Products and/or Services provided by the Company.
  18. Limitation of liability
    1. Except with respect to claims regarding violation of proprietary rights, breach of confidentiality, or damages resulting from intentional or willful misconduct or gross negligence, neither party shall be liable to the other for punitive, incidental, special, indirect, exemplary, multiplied, or consequential damages arising out of or relating to these terms and conditions, whether in contract, negligence, gross negligence, tort, or any other legal theory. The Company’s total liability shall not exceed the amount paid to it under the work order or contract for services related to the alleged damages.
    2. The Company will not be liable for any indirect or consequential loss, or for any loss of business, profit, revenue, goodwill, or data, lost or wasted management time or the lost time of other employees arising from the Client’s use of the company’s website, platform, or information on it (whether direct or indirect).
  19. Termination and suspension
    1. Either party may terminate this agreement immediately in the event that the other party: (a) is in material breach of any of its obligations under this agreement 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, or (b) if the other party suspends payment of its debts or experiences any other insolvency or bankruptcy-type event.
    2. Either party may terminate this agreement at any time by giving not less than two months’ written notice to the other party, except where the agreement is subject to an agreed minimum term, the effective date of such termination shall be on the date of the expiry of such agreed minimum term.
    3. On termination of the agreement, The Company shall not be under any obligation to supply any further Products and/or Services and the Client shall pay for the Product delivered and Services provided up to the effective date of any such termination, as well as any expenses incurred in the delivery of these Products and/or Services.
    4. Upon termination, 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 responsible for their safekeeping and will not use them for any purpose not connected with this agreement. 
    5. The Company reserves the sole right to suspend or to terminate a Client’s access to the Company’s website should the Client fail to meet any of its obligations under this agreement, or if at the Company’s sole discretion, the Client is deemed to have acted in a manner inconsistent with the intent and/or proper use of the website or assessment platform.
  20. General terms
    1. This agreement contains the whole agreement between the parties in respect of the subject matter hereof and supersedes and replaces any prior written or oral agreements, representations or undertakings between them. The parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.
    2. If any part of this agreement is, for any reason, held to be unenforceable, illegal, or otherwise invalid in any way, the unenforceable, illegal or invalid provision will not affect any other part of the agreement and the remainder of the agreement will continue in full force and effect.
    3. No addition to or modification of any provision of this agreement will be binding on the Company unless made in writing and signed by its duly authorised representative.
    4. A waiver of any right under the agreement 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 agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 
    5. A person who is not a party to the agreement shall not have any rights under or in connection with it.
    6. 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 legal fees and other costs arising in responding to any requests or demands from third parties, pursuant to legal process or otherwise, for information related to the Services provided by the Company.
    7. The Client shall not assign, novate, transfer, charge or subcontract the agreement or any part of it without the prior written consent of The Company.
    8. The Client may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the Company. The Company shall be permitted to sub-contract the provision of the Services or any part thereof without the prior written consent of the Client.
    9. All communications between the parties about this agreement must be in writing and delivered by hand, sent by first class post, or sent by email to the parties’ authorized office or such address as notified by one party to the other.
    10. Neither party shall have any liability under this agreement for any delays or failures in the performance of this agreement that result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If any such circumstances continue for a continuous period of more than 3 (three) months, either party may terminate this Agreement by written notice to the other Party.
    11. This agreement shall be governed and construed in accordance with the laws of England and Wales. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
    12. Any written notices for the Company shall be emailed to or sent via mail to TalentPredix Limited, The Old Rectory, Church St, Weybridge KT13 8DE.