These terms apply to all sales of SHL products and services, unless we agree otherwise in writing. Please read these terms carefully before placing your order.
1. Definitions and Interpretation
In these terms, the following words have the following meanings:
“Candidate” means any assessed individual (including a potential or existing employee of an SHL client);
“Contract” means any contract for us to supply you with our Products or Services, incorporating these terms;
“Direct Customer” means an organisation who is purchasing our Products and/or Services to manage its own internal human resources;
“Order” means a written or verbal work order, quotation, proposal, statement of work, change request form, price addendum or other order for Products and/or Services agreed by you and accepted by us;
“Products” means any product we have agreed to supply to you in an Order relating to our paper & pencil and CD-ROMs range of tests and test materials;
“Services” means any service we have agreed to supply to you in an Order, including our online and consultancy services;
“SHL” or “we” (or derivatives) means our local SHL company supplying our Products or Services to you;
“SHL Partner” means an organisation who is purchasing our Products and/or Services to enable its clients to manage their internal human resources;
“you” (or derivatives) means the person or organisation purchasing the Products and/or Services.
Headings are for ease of reference only. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words following those terms. A reference to writing or written includes faxes but not emails unless specifically agreed by the parties.
2. Basis of Contract
2.1 Entire Agreement
The Contract sets out the entire agreement between the parties relating to its subject matter and unless otherwise agreed in writing by the parties (whose agreement must refer to this clause), shall override any prior correspondence or representations and all other terms and conditions. The parties acknowledge that this Contract has not been entered into wholly or partly in reliance on, nor has either party been given any warranty, statement, promise or representation by the other or on their behalf other than as expressly set out in this Contract.
2.2 Changes
From time to time, we may change our Products and/or Services, prices (which may take into account changes in a relevant price index) and/or these terms and in such event, we will give you reasonable notice of such changes. In particular, we will post changes to these terms on our website at www.shl.com and these shall be deemed to have been accepted by you and will be effective 30 days from the date of posting for all subsequent orders.
2.3 Offer & Acceptance
Your order for our Products or Services shall be deemed to be an offer by you to purchase our Products or Services subject to these terms. Your order shall only be deemed to be accepted by us when we issue a written acknowledgement of your order or (if earlier) when we deliver our Products or Services to you. If we provide you with a quotation for our Products or Services, it is valid for a period of 30 days only from its date unless we have stated otherwise or have withdrawn it.
2.4 Description
The description of our Products or Services is set out in our Order. Any other descriptions issued by us (including those contained in our brochures) are provided for the sole purpose of giving you an approximate idea of our Products or Services and do not form part of the Contract. If our Products or Services do not conform to those specified in the Contract, you must notify us in writing within 14 days from the date of delivery of our Products or Services to you, failing which you will be deemed to have accepted them as being in accordance with the Contract and must pay the full agreed price.
2.5 Delivery Date
Any delivery date suggested by us is intended to be an estimate only unless we state otherwise in writing. If no date is so suggested, delivery will be made within a reasonable time.
2.6 Reasonable Assistance
You shall provide all reasonable assistance to us as is necessary for our delivery of our Products or Services to you. We shall have no liability to you where any failure or delay in the delivery of our Products or Services is the result of your act, omission or delay and/or those working on your behalf, in providing such assistance.
3. Price and Payment
3.1 Price
Our price for our Products and Services is set out in our latest price list or (if applicable) your Order. Unless otherwise stated, our price is exclusive of any expenses or value added, sales taxes or other taxes which will be charged (and payable by you) at the applicable rate at the time of invoice. If we have provided you with a discount to our published prices (e.g. based on your usage), we reserve the right to withdraw such discount at any time if our fees are not paid by their due date.
3.2 Payment
Unless we otherwise agree in writing, payment for our Products and/or Services is due without deduction, demand or set off within 30 days after the date of our invoice. In the event of late or non payment, we may suspend the provision of our Products or Services and/or charge you default interest at a rate of 1.5% per month accruing on a daily basis from the due date for payment until the date on which payment is made and the costs in pursuing a debt recovery procedure.
4. Quality
1 Warranty
We take pride in the quality of our Products and Services. If you establish to our reasonable satisfaction that there is a defect in the materials or workmanship of our Products or that our Services have not been performed with reasonable care and skill in accordance with good industry practice, then we shall at our sole discretion and within a reasonable time perform the following (“Warranty”):
(a) repair or make good such defect in such Products free of charge to you;
(b) replace such Products or re-perform such Services; or
(c) issue a credit note to you for the whole or part of the price of such Products or Services as appropriate.
4.2 Conditions
Our Warranty does not apply unless you notify us in writing of the alleged defect within 7 days of the time when you discover or ought to have discovered the defect and in any event within 6 months of the date of delivery of our Products or 1 month of the date of our performance of Services. Our Warranty also does not apply:
(a) in respect of any defect arising from fair wear and tear, wilful damage, your negligence, abnormal working conditions, misuse or alteration of our Products without our approval; or
(b) if the total price for our Products or Services has not been paid by the due date for payment.
4.3 Other warranties
The express warranties set out in the Contract are the only warranties given by us in lieu of all other warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, all of which are hereby excluded, to the fullest extent permitted by governing law, from the Contract.
5. Liability
5.1 Unlimited Liability
Nothing in these terms shall exclude or limit either party’s liability for (a) death or personal injury caused by its negligence or (b) for fraud or fraudulent misrepresentation.
5.2 Consequential and other losses
Neither party shall be liable for any of the following losses or damage (whether or not such losses or damage were foreseen, direct, indirect foreseeable, known or otherwise): (a) loss of profits (whether actual or anticipated), (b) loss of revenue, (c) loss of anticipated savings, (d) loss of business, (e) loss of opportunity, (f) loss of goodwill, or (g) any indirect, special or consequential loss or damage howsoever caused. Some jurisdictions do not permit the exclusion or limitation of liability and, as such, some portion of the above limitation may not apply. In such cases, the party’s liability is limited to the greatest extent permitted by law.
5.3 Maximum Liability
Subject to clauses 5.1, 5.2 and A8, our total aggregate liability arising out of or in connection with the performance or contemplated performance of the Contract (whether for tort (including negligence), breach of contract, breach of statutory duty or otherwise) shall in no event exceed 120% of the price paid or payable by you within the 12 month period immediately before the date of the event giving rise to your claim.
5.4 Guide
(a) We provide our Products and/or Services to guide you as to the suitability and aptitude of your Candidates as part of your overall recruitment or development processes. Where we have prepared reports for you, these reports represent our professional opinions based on test results and must not be relied upon as statements of fact. For clarity, SHL does not recruit or select Candidates or carry out related activities (e.g, we are not a recruitment agency).
(b) We have made considerable efforts to ensure that our Products and/or Services avoid unlawful discrimination. However, we are unable to control your acts or omission (or those of your contractors) during your general recruitment or development processes which may lead to such claims. As such, we cannot be held responsible for such acts or omissions, including those relating to your selection of SHL tests without a specific recommendation from us, your use of SHL tests, interpretation of test results and any resulting decisions you may make.
6. Termination
6.1 Cause
Either party may terminate the Contract by written notice with immediate effect if:
(a) the other becomes or is reasonably likely to become insolvent, enters into administration, bankruptcy or compromises any debts with creditors; or
(b) the other materially breaches the Contract and fails to remedy such breach, where it is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been required in writing to remedy or desist from such breach within 30 days.
6.2 Convenience
Either party may terminate the Contract for any reason by providing the other party with at least 30 days prior written notice after the expiry of any agreed minimum term or any agreed subscription term.
6.3 Consequences
Upon termination of the Contract for any reason:
(a) the relationship between the parties and any licences granted under the Contract shall cease;
(b) any provision which expressly or by implication is intended to come into or remain in force on or after the termination of the Contract, shall continue in full force and effect;
(c) such termination shall be without prejudice to any rights or remedies of either party which may have accrued up to the date of termination;
(d) any pre-paid online credit units, offline dongle units or prepaid subscription fees remaining on your account shall expire and shall not be refunded; and
(e) all sums owing pursuant to the Contract shall become due.
If you terminate the Contract in the absence of any default by us, you shall pay us the cancellation charges specified in the schedules or if none are specified, a reasonable allocation of our fees based on the percentage of work completed by us up to the date of termination.
7. Intellectual Property
7.1 IP ownership
You shall at all times remain the owner of any property (including Intellectual Property) which you provide to us. We, or our licensors, shall at all times remain the sole owner of any pre-existing Intellectual Property in our Services and Products as well as any Intellectual Property created by us or on our behalf in the course of our performance of the Contract. For the purposes of this Contract, “Intellectual Property” means any patent, copyright, design right, registered design, trade mark, service mark, trade name, domain name, algorithms, user interface designs, benchmark data, architecture, 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.
7.2 Ownership of printed reports and consultancy deliverables
Upon full and final payment of our fees, you will acquire ownership of any physical reports we produce (i) on your candidates and (ii) as a result of a consultancy project. You acknowledge that all Intellectual Property rights in such reports are owned by SHL. We hereby grant you a non-exclusive, non-transferrable perpetual license to use the Intellectual Property contained in such reports in accordance with this Contract.
7.3 IP Indemnity
(a) We confirm that we have the right to use our Products and Services. Subject to clause 5.3, we will defend and indemnify you from and against any claim that our Products or Services infringes any third party’s Intellectual Property, provided that:
(i) you will notify us in writing immediately upon receiving notice of a claim, or upon reasonable suspicion of a claim being brought for infringement of any third party’s Intellectual Property; and
(ii) you will co-operate with our reasonable requests for the provision of information or other assistance relevant to the claim; and
(iii) at our election, you will allow us to either obtain for you the right to continue using our Products or Services , replace it, modify it so it becomes non-infringing, or refund to you the amount(s) paid to us for such materials; and
(iv) you will at our request, allow us to conduct such defence or settlement; and
(v) you will not settle or make any offer to settle the case nor make any admission of guilt or fault without first obtaining our prior written approval.
(b) You warrant that you will not, by yourself or with any third party, do or omit to do any act that might in any way:
(i) devalue or otherwise detrimentally affect the Intellectual Property rights in our Products or Services;
(ii) adversely affect the reputation of any SHL company;
(iii) cause confusion, deception or false associations with products or services that are not our Products or Services (including recruitment or other services) whether by preparing reports that are identical with, or confusingly similar to, any reports prepared by us, or otherwise.
(c) You agree that if you breach any provisions of this clause 7.3, SHL may seek immediate injunctive relief against you.
7.4 Use
(a) If you are a Direct Customer, then we grant to you a non-transferable, non-exclusive licence for the duration of this Contract to use our Products and/or Services only in the country where your business is registered for your internal purposes only.
(b) If you are an SHL Partner , then we grant to you a non-transferable, and non-exclusive right to utilise and incorporate or consume SHL Products and Services as an integral part of the service you provide to your customers provided that (1) your customers are resident in the country in which you are resident for the purpose of carrying out business under this Contract, and (2) your customers use SHL Products and/or Services for their internal purposes only. Other than as set out above, you shall not have the right to resell or resupply our Products or Services for any other purpose (e.g. research).
(c) In all cases, you agree that you will administer our Products and the materials relating to our Services, in compliance with all relevant laws, procedures or guidelines and that you will not copy, reproduce, modify or adapt, translate, disassemble or reverse engineer any of our Products or the materials relating to our Services unless we agree in writing otherwise.
8. Data Protection
8.1 Definitions
In this clause, the following terms are used:
“data controller” means a person/entity who determines the purposes for which and the manner in which any personal data are, or are to be, processed (collected, used, amended, retained, destroyed etc);
“data processor” means a person/entity (other than an employee of the data controller) that processes personal data on behalf of the data controller;
“personal data” means data (recorded information) which relates to a living individual who can be identified from that data, (or from that data and other information which is in the possession of the data controller); and
“sensitive personal data” means personal data relating to the racial or ethnic origin of the data subject, political opinions, religious (or similar) beliefs, trade union membership, physical or mental health or condition, sexual life, the commission or alleged commission of any offence, or any proceedings for any offence committed or alleged to have been committed by him.
8.2 Compliance
Both parties shall comply with all applicable laws and regulations in relation to the collection, processing and storage of personal data relating to Candidates.
8.3 Data Collected
Where you provide us with personal data to identify and contact Candidates (“Candidate Data”), we will then collect personal data from each Candidate as part of our assessment (“Assessment Data”) before recording the results of our assessment on such Candidate (“Results Data”).
8.4 Where we act as data processor
(a) You are the data controller of all Candidate Data and the Results Data that we provide to you. We will act as your data processor in respect of the Candidate Data, the Assessment Data and in providing you with the Results Data.
(b) Insofar as we act as your data processor, we:
(i) shall process personal data in accordance with your reasonable instructions or otherwise as may be required to provide you with the Product(s) or Services you have requested from us; and
(ii) shall ensure that we have 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 us, 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 data.
(c) You acknowledge that we will undertake our services both within and outside the European Economic Area (“EEA”). This may include processing Candidate Data, Assessment Data and Results Data in countries in which data protection laws are not as comprehensive as within the EEA. In these cases, we have taken appropriate steps to ensure the same level of protection for your information in such countries as there is in the EEA.
(d) We agree to co-operate with you if you ask us to provide you with details of the personal information which we process for you as a data processor as described above, subject to your payment of our reasonable charges for such assistance.
8.5 Where we act as data controller
(a) In addition to our role as data processor, we will, where expressly permitted by the Candidate, collect personal data and sensitive personal data and retain copies of all Candidate Data, Assessment Data and Results Data for research and other purposes. We are a data controller in respect of such information which is collected and retained by us.
(b) Both parties acknowledge that all personal data received by us from you is (and shall remain) your property, save for the copies retained by us as a data controller or unless otherwise agreed in writing.
9. Confidentiality
9.1 Non-disclosure
The Contract, its content, the matters to which it relates and information exchanged, whether in tangible or intangible form, and whether disclosed orally or in writing, pursuant to it are confidential between the parties. Each party will apply no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorized disclosure, copying or use.
9.2 Exceptions
Notwithstanding the foregoing, an obligation of confidentiality will not exist in relation to any information which:
(a) is already in the public domain through no act or omission of the receiving party;
(b) is independently developed by the receiving party, which independent development can be evidenced in writing; or
(c) is required to be disclosed pursuant to a legal obligation providing the receiving party first consults with the disclosing party to agree an appropriate course of action.
9.3 Return of Confidential Information
On expiry or termination of the Contract, each of us shall return to the other, the other’s confidential information upon request.
10. General
10.1 Non-solicitation
The parties undertake that they will not without the other’s prior written consent for the duration of the Contract plus 12 months after termination:
(a) make any offer of employment or enter into any such discussions with any of the other party’s employees (other than as a result of such individual responding to a general recruitment campaign); or
(b) solicit or attempt to solicit services from any of the other party’s employees on their own account;
failing which the breaching party shall on demand pay as liquidated damages to the other party, a sum equal to the gross salary of the relevant employee for the 12 month period prior to the breach and the parties agree that these damages are a genuine pre-estimate of loss.
10.2 Relationship
Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
10.3 Force Majeure
Neither party shall have any liability to the other if the affected party does not fulfil its obligations to the other due to an event outside the affected party’s reasonable control.
10.4 Publicity
We will respect our obligation to keep your information confidential. However, you agree that we may undertake certain marketing activities as follows:
(a) we may use your company name and logo in our customer lists (whether online or offline) and other marketing materials;
(b) we may refer to you in a press release which announces your decision to use our Products and/or Services; and
(c) if we request, you will participate in the joint development of a case study describing your use of our Products and Services, and/or other joint press and marketing activities with us
provided at all times that we will not state without your permission that you approve, recommend or certify our Products and/or Services and we shall stop any or all of the above activities if you request us to do so.
10.5 Notice
With the exception of notices given pursuant to clause 2.2, any notice given under the Contract shall be in writing and delivered by registered post to the registered address of the party, or such other address as is notified to the other party.
For notices to SHL, these should be sent to your regular business contact and copied to:
Company Secretary
SHL Group Limited
The Pavilion, 1 Atwell Place
Thames Ditton, KT7 0NE,
United Kingdom
Fax: +44 (0)208 335 7000
10.6 Severability/Waiver
If any provision of the Contract is held to be invalid under any enactment or rule of law, that invalidity will not affect the rest of the Contract which will remain valid and enforceable. Any waiver of any breach of the Contract shall be in writing, and shall not prevent the subsequent enforcement of that provision nor be deemed to be a waiver of any subsequent breach of that or any other provision.
10.7 Assignment
Neither party shall assign or otherwise transfer its rights or responsibilities under the Contract to any third party without the other party’s prior written consent. We may, however, sub-contract our duties to our group companies, approved distributors, partners, associates or other qualified subcontractors but we will remain at all times responsible to you for their performance. A third party shall not have the right to enforce any term of the Contract without our prior written agreement which agreement must refer to this clause.
10.8 Law/Jurisdiction
The Contract and any dispute arising out of it (whether contractual or non-contractual) shall be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
Schedule A : Additional Terms applicable to sales of SHL online services
A1 Software as a Service
(a) If you purchase our online services, we will provide you access to our leading online talent management services on a subscription or a “Pay As You Go” or “PAYGO” basis subject to any applicable minimum duration. Our service may include establishing links with your website, configuring our online system for your purposes and delivering our online tests to your candidate, assessing your candidate results and making available the reports on your candidate to you.
(b) We will use commercially reasonable endeavours to make our online Services are generally available except for periods relating to scheduled maintenance (which times are published on www.shl.com or available on request) and unscheduled maintenance.
(c) We will, as part of our services and at no additional cost to you, provide you with our customer support services for administrators (but excluding any candidate support) in accordance with our support services policy published on www.shl.com or available on request in effect at the time that our services are provided.
A2 SHL Subscription
(a) General: When you purchase an SHL subscription, you will gain access to our online psychometric services for the duration of your subscription period.
(b) Limited/Unlimited subscriptions: Our subscriptions are available on an unlimited or limited basis, and the limitation may be defined by reference to the number of online credit units, users, SHL tests (excluding third party content) or other measures. If you have purchased a limited subscription and have exceeded the specified limitation before the end of your subscription period, then any outstanding fees shall become payable before you renew your subscription.
(c) Duration: Your subscription period will start from the date you get your username and password (for new clients) or the anniversary of this date (for existing clients) and will end 12 months later, unless otherwise agreed by the parties. Your subscription shall automatically expire at the end of your agreed subscription period unless the parties agree in writing for such subscription to be renewed.
(d) Rates: Your subscription fees are non-cancellable and non-refundable. Once agreed, your subscription fee remains due regardless of whether you make any use of our online services or make less use of our online services than you had previously anticipated. We may propose an increase in your subscription fee at the start of each renewal subscription period with reasonable prior notice to you and if you do not agree to such increase, your subscription will not be renewed and any subsequent use of our services will be charged at our standard “Pay As You Go” or “PAYGO” rates.
A3 “Pay As You Go” or “PAYGO” services
(a) Duration: When you purchase an SHL “Pay As You Go” or “PAYGO” service, you will gain access to our online psychometric services for a fixed minimum term of 12 months from the date of the Contract, or the system go-live date, whichever is later. If you wish to terminate the Contract (other than for our default), you can only do so after this period.
(b) Rates: We will invoice you in arrears based on your actual usage of our services. Our then current standard rates will apply unless we have agreed otherwise.
A4 SHL Units
(a) You may purchase our online credit units to use in conjunction with our online services, The appropriate number of online credit units will be deducted from your account whenever an SHL online test is started or an SHL report is run, with your permission.
(b) All online credit units remain unused after 2 years from their date of purchase, shall automatically expire and be deleted from your system, save for online credit units purchased for use with our Select2Perform system (“S2P units”) which will expire 1 year from their date of purchase. No refund shall be payable for expired units. All online credit units, whenever purchased, will be used in strict chronological order from their date of purchase (that is, the oldest units will be deducted first from your account upon your use).
A5 Access/Security
You shall nominate employees who will have access to our online system and are responsible for their use or misuse of our online system. You shall instruct your employees to keep confidential any user name and password assigned to them. You must notify us of any actual or anticipated unauthorised access to or use of our online system as soon as you become aware of this.
A6 Fair Use
Where you have agreed with us your estimated annual usage and if your actual usage is significantly different, we may review your usage with you and may suggest a different package for you for the remainder of your Contract term. In the unlikely event that we are unable to resolve this issue with you through agreement, we reserve the right to terminate your Contract with 30 days prior written notice and provide you with a pro-rated refund of any monies you have paid.
A7 Upgrades and Maintenance
We may from time to time conduct system upgrades and maintenance to our online system. Upgrades may be provided at no cost to you. However, if any upgrade costs are payable, we will obtain your prior consent. We will provide you with reasonable notice of the implementation of these upgrades unless immediate action is required, for example, in the event of a security breach. We will also conduct routine maintenance on our online systems, and the systems may be inaccessible during such maintenance. We will try to provide prior notice of such maintenance, and will restore access as soon as practicable.
A8 Liability
You acknowledge that performance and access to our online system are dependent on third parties, such as internet service providers. Accordingly, you agree that SHL shall have no liability to you to the extent any loss you may suffer results directly or indirectly from:
(a) failures of performance on the part of SHL’s internet service provider or of your equipment or those of your candidate(s) or third parties; or
(b) reasons related to our provision of system upgrades or maintenance; or
(c) any security breach of our system unless such breach is shown to be the result of our negligence; or
(d) any other reasons provided that our online system was not entirely inaccessible in any one country due exclusively to SHL’s software or hardware for any period exceeding ten (10) consecutive hours or an aggregate of more than twenty-four (24) hours in any calendar month.
Schedule B : Additional Terms applicable to sales of SHl Products (paper & pencil and/or CD ROMs)
B1 Delivery
We shall not be liable for any non-delivery of our Products unless you give us written notice of the non-delivery within 7 days of the date when our Products would in the ordinary course of events have been received. Our total liability to you in such circumstances shall be limited to replacing our Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
B2 Exchange
If you would like to exchange a Product which is in good order with another, you must let us know your request within 30 days of your receipt of the Product. If we decide to accept your request, we may charge a reasonable administration fee to cover our expenses.
B3 Leased materials
In certain territories, we lease our Products to clients on an annual basis in exchange for a fee. You may cancel your lease by giving us at least 30 days written notice before its expiry, failing which the annual renewal fee will become payable. Refunds will not be made on our leased Products returned part way through a lease period. Leased Products remain our property at all times and if you have lost or damaged them, additional charges are payable.
Schedule C : Additional Terms applicable to (1) all SHL tests, (2) SHL’s UCF and (3) certain controlled tests sold in UK, Europe and South Africa
C1 Test Usage (applicable to all SHL tests):
You will ensure that you will administer all SHL tests properly and in accordance with all applicable laws and procedures or guidelines. You use their results appropriately, professionally, and in an ethical manner, paying due regard to the needs of those involved in the testing process, the reasons for testing, and the broader context in which the testing takes place. To do this, you will also ensure that your test user has the necessary competencies to carry out the testing process and the knowledge and understanding of our tests and proper test usage that inform and underpin this process. If you are a Direct Customer, you may map your competencies to or from any SHL tests for your internal purposes only.
C2 SHL Universal Competency Framework (UCF)
(a) Licence: If you are a Direct Customer, and have purchased access to our Universal Competency Framework (UCF) content, you may use our UCF content to profile a job and to recruit, develop or conduct other selections, and SHL provides you with a non-exclusive, non-transferable and conditional licence to: (i) to adapt, modify our original UCF content (e.g. the UCF labels or explanatory words) to create derivative works, and (ii) use, copy, print such UCF content or its derivatives including placing such content on your system or third party systems which you use or incorporating such content into your training or other materials.
(b) Conditions: This licence based on the following conditions:
(i) all use of our UCF content or derivatives is for your internal business use only; and
(ii) SHL Group Limited shall be the sole owner of all Intellectual Property to all derivative UCF content. You hereby assign all rights to such derivative UCF content to SHL Group Limited and SHL Group Limited grants you a non-exclusive right to use such derivative content in accordance with the Contract; and
(iii) any publication of our UCF content or its derivatives will be accompanied with the following copyright notice “ © SHL Group Limited. Reproduced or adapted with the permission of SHL Group Limited.”, unless we agree otherwise.
(c) Exclusions: We have no responsibility to you for any derivative UCF content which you create without our guidance or for your use of our UCF or its derivatives with any non-SHL test.
(d) SHL Partner: If you are an SHL Partner or are not an SHL Direct Customer, and you wish to map competencies to or from any SHL test or use our UCF content or create UCF derivative works, you may do so provided you obtain our prior written consent and subject to any additional terms which we may agree with you.
C3 Controlled Tests
(a) Orders: Certain controlled tests available in UK, Europe and South Africa may only be ordered by a person who has successfully completed our appropriate training course and obtained a valid SHL test licence (“Registered User”). A Registered User should notify us of any change of employer or address as soon as is practicable. If no Registered User remains in your organisation, Products must be returned to us unless we have agreed otherwise.
(b) SHL Test Licences (e.g. OPQ licences): Our SHL test licence is a non-exclusive and non-transferrable annual licence issued by SHL to a Registered User for such user to order (on their own behalf or on behalf of an organisation) controlled tests from SHL from certain countries specified by SHL. You may cancel your test licence by giving us at least 30 days written notice before its expiry and returning all SHL materials (including leased materials) in your possession on or before the expiry of your licence, failing which your test licence will renew automatically and the renewal fee will become payable. SHL reserves the right to terminate your test licence at any time if you are in breach of the Contract.
Schedule D : Additional Terms applicable to SHL Consultancy Services
D1 Consultant
We cannot guarantee that a particular SHL employee will carry out a consultancy project as unforeseeable events (e.g. illness) may occur.
D2 Charges
Our consultant charges are based on the time spent on a project, and we define a Consultant Day as being a maximum of 8 hours during normal working hours. If evening, weekend, public holiday work or significant travel (including overseas travel) is involved, other rates may apply. We will bill you monthly or at pre-agreed billing points. Travel, subsistence, courier and other expenses will be charged to you at cost. Car travel will be charged at our prevailing rate (available on request).
D3 Cancellation/Postponement
When we agree to undertake a project for you, we make all necessary arrangements so that the appropriate personnel and resources are available on the agreed dates. If you subsequently wish to cancel or postpone the agreed project dates, we will discuss whether substitute work to replace the work that has been cancelled or postponed can be carried out on the days arranged for the original work. If it is not possible, our charges, unless otherwise agreed in writing by us, will be as follows:
No. of days prior notice you provide % of agreed fee
5 working days from start date 100%
10 working days from start date 50%
15 working days from start date 25%
In the absence of any default by us of this Contract giving rise to a right of termination, if you terminate the Contract at any point after commencement of the work, you will be liable for 100% of our agreed fee.
Schedule E : Additional Terms applicable to SHL public or in-house Training services
E1 Training Course
We may provide a training course for you. We reserve the right to alter our course syllabus at any time before the start of the course. Any SHL Product or Service used during your course shall be supplied in accordance with these terms.
E2 Substitutions
You may request substitutions of delegates at any time. If we accept your request, we may require that your substitutes successfully complete any pre-course training requirements before attending the course.
E3 Award
The award of any certificate or other qualification is dependent upon your delegate’s successful completion of the training course.
E4 Charges
You shall pay our invoices in accordance with clause 3.2 of these terms or by the start date of the course, whichever is earliest. Our course fees exclude any third party training materials which will be supplied at a price we will agree with you.
E5 Cancellation/Postponement
We may cancel a training course at our discretion without liability to you by giving you at least 7 days prior written notice. If you wish to cancel or postpone a training course, you must give us written notice at least 30 days before the start date of the course. On receipt of your notice, we shall credit your account with a sum equal to the fees paid by you in connection with the relevant training course less any amount payable by us to any third party (e.g. the training venue provider). If you do not order any substitute training services from us for a maximum period of 12 months from the date we receive the written notice, the fee paid by you will not be refunded under any circumstances. If you cancel a training course by giving us less than 30 days written notice, our full course fees are payable.
E6 Liability
You are solely responsible for the conduct of your delegates. Property brought to the training venue is entirely at your risk and we exclude all liability for theft or loss of such property from the training venue, howsoever caused.
Schedule F : Additional Terms applicable to SHL Bureau Services
F1 Service
We may provide you with an outsourced solution to provide you with administration and project management services (“Bureau Services”).
F2 Non-refundable charges
(a) Once you have placed your order for our Bureau Services, our following charges are non-refundable:
(i) all charges related to personality and judgement tests (including OPQTM, CCSQTM, MQTM, WSQTM, ScenariosTM);
(ii) all charges related to ability, competency, sifting and all other tests (including SHL VerifyTM, pd360TM, MFSTM, DSITM, QuicksiftTM); and
(iii) all charges related to project management.
(b) However, if the tests set out in paragraphs (i) and (ii) above have not been used, you may request for a substitute candidate to take such tests. Substitutions will not be permitted where the tests set out in paragraph (ii) has been purchased as a standalone product. Charges related to paragraph (iii) are not transferrable.
© 2012, SHL Group Limited, Version 3. Last updated March 2012
