EXHIBIT A

SHL Products and Services Schedule

This Schedule applies to access to and use of certain SHL Products and Services provided to Company under an Order. This Schedule is part of the Agreement, except as expressly modified by an Order. If an Order has terms inconsistent with this Schedule, the Order takes precedence. Defined terms in this Schedule have the meaning described in the Terms or as defined herein.

1. Product Specific Terms

A. SHL Platform

  1. Software as a Service.  Company may order access to the online Assessment Services (“Platform”) either as a “Subscription” or by purchasing “Units” (as defined below). The configuration may include online delivery of Assessments to Candidates, assessing Candidate results and making the resulting Candidate reports available to Company through the Platform. SHL will not materially decrease the functionality of the Platform during the Order Term. 

    1. “Subscription”. A Subscription provides Company with access to the Platform for the Order Term, subject to any limitations stated in the Order. If Company exceeds a specified limitation in the Order, SHL reserves the right to charge any additional use at its then applicable standard rates (“Standard Rate”) and will be invoiced to Company prior to the end of the Order Term and payable per the Agreement.
    2. “Units” means the unit of measure specified in an Order used to calculate consumption of Assessments.
    • SHL will deduct Units from Company’s account when Company runs an Assessment report or a Candidate initiates an online Assessment. Units will: (i) be used in chronological order from the purchase date; and (ii) expire after one year from the date of availability and be automatically deleted from Company’s account. Upon Unit or Order expiry or termination (other than termination by Company for cause), any Units remaining on Company’s account will expire and no Fees will be refunded.
    • Unless Company enters into a new Order for additional Units or a Subscription, once Company exceeds the number of Units purchased, SHL will invoice Company on an on-going basis monthly in arrears at the Standard Rate.
    • If Company purchases Units on an “In-Arrears” or “In-Advance” basis, SHL will invoice Company in arrears based on Company’s actual use of Units at the Standard Rate or as otherwise agreed in an Order.
    1. Platform Users. If Company’s license to the Platform is limited to a specific number of users, Company will nominate individuals (“User”) who will be responsible for the proper use of the Platform. SHL grants Company a non-exclusive, royalty-free, revocable, non-transferable and non-assignable license for each User to use the Platform. Each User’s Platform credentials are confidential and exclusive in nature and may not be shared. Company must promptly notify SHL of any unauthorized access to or use of the Platform.
    2. Support, Maintenance and Upgrades. SHL provides Company with SHL support services (“Support Services”) for administrators at no additional cost in accordance with the then-current SHL Support Services Agreement published at https://www.shl.com/en/documents/support-services/ (“Support Policy”). Support Services are not available to Company’s customers or Candidates. Additional charges may apply for any such requests directed to SHL by Company.

    SHL will use all commercially reasonable efforts to have the Platform available except for (a) scheduled maintenance periods (published online with at least 30 days prior notice) or (b) unscheduled maintenance required to address system issues, in which case, SHL will provide as much notice as reasonably possible. SHL periodically conducts system upgrades to the Platform and are generally provided at no additional cost to Company. The maintenance schedule, published in the Support Policy, includes dates for Platform upgrades and routine maintenance. 

    1. Assessment Response Confidentiality. Neither party will breach any promises of confidentiality made to any Candidate. SHL will not provide any data, including assessment responses, to Company or any third parties in violation of confidentiality notices presented to Candidates.

B. SHL Managed Services and On-Line Purchase

Company may purchase Services for the outsourced administration of Assessments which may include administration and project management services at various levels for Assessments or projects as specified in an Order (“Managed Services”).

(a) Non-refundable Charges. Orders for Managed Services or SHL On-Line purchases, may not be modified:

i. personality and judgement tests (including SHL OPQTM, CCSQ, SHL MQTM, WSQ, Scenarios); or

ii. ability, competency, sifting and all other tests (including SHL VerifyTM, pd360, MFS, DSI, Quicksift); or

iii. project management.

SHL grants Company a limited right to transfer the non-refundable Assessments without modifications (such as language or the resulting report) for (a) Unused tests listed in (a)(i) above to a substitute Candidate; (b) or Unused tests listed in (a)(ii) above if the Assessments were not purchased as a standalone product to a substitute Candidate.

C. Miscellaneous Test Usage

1    Universal Competency Framework (“UCF”)

License: Company may purchase a “Content License” for UCF to profile a job and to recruit, develop or conduct other talent management activities for its own internal business use and not for resale. The Content License is a non-exclusive, non-transferable, revocable and conditional license to: (a) adapt, modify the original UCF content (e.g. the UCF labels or explanatory words) (“UCF Content”) to create derivative works; (b) use, copy, print UCF Content or its derivatives including placing such content on SHL’s system or third party systems which Company uses, or incorporating such content into Company’s training or other materials; and (iii) publish non-substantial elements of UCF Content within job advertisements.

The Content License is subject to the following:

(a) SHL Group or its licensors remain the sole owner of all Intellectual Property Rights and derivative UCF Content. Company hereby assigns all rights to such derivative UCF Content to SHL Group and SHL grants Company a non-exclusive right to use such derivative content in accordance with the Agreement; and

(b) Publication of the UCF content or derivatives will be accompanied by one of the following copyright notices:

  1. “© 2004-[add present year] SHL and/or its affiliates. All rights reserved.” (for any standard, unchanged UCF Content), or
  2. “derived from the SHL UCF, © 2004-[add present year] SHL and/or its affiliates. All rights reserved.”

SHL has no liability or responsibility for any derivative UCF content Company creates without SHL’s guidance or for Company’s use of UCF Content or its derivatives with any non-SHL test. If Assessments use UCF Content in a report or Output, SHL grants a license only to that UCF Content for use within such report or Output and for no other purpose. 

2    Controlled Assessments in the UK, EU and South Africa. Certain Assessments available in the UK, Norway, Switzerland, European Union and South Africa (each a “Controlled Territory”) are subject to regulatory controls and may only be ordered by a person who has successfully completed SHL’s training course and obtained a valid SHL tester license (“Registered User”) or a Company relying on such Registered User. A Registered User must promptly notify SHL of any change of employer or address. If a Company does not have a Registered User in a Controlled Territory, Company may not use the controlled Assessments and such Assessments must be returned to SHL.

3    Paper and Pencil Tests. Company must provide SHL written notice of non-delivery of Product materials within seven days of the anticipated delivery or within 15 days of the invoice date. SHL’s total liability for non-delivery will be limited to promptly replacing the ordered Products and extending the payment period or issuing a credit note against any invoice for such Products. Exchanges of ordered Products, which SHL accepts at its sold discretion, must be requested within 30 days from Product receipt.

4    Leased Product Materials. “Leased Product” means SHL printed materials provided to a Company on an annual basis for use but not purchase. Either party may cancel the renewal for Leased Products on 30 days written notice before the expiry of the annual lease period. Leased Products remain SHL Property. For South Africa, the charges for lost or damaged Leased Products are equivalent to 12 months’ worth of fees payable for each Leased Product which is lost or damaged.

D. In-Company and Public Training

1. In-Company and Public Training Delivery. SHL may modify the training course syllabus at any time prior to the start of training to facilitate delivery of up-to-date Training Materials. Company may request substitutions of individual training course participants (each a “Participant”) at any time. If SHL accepts such request, the substitute Participants must successfully complete any pre-course training requirements prior to attendance. SHL will only provide a certificate or other qualification upon full payment of Fees and the Participant’s successful completion of the training course. SHL will be the sole arbiter of such successful completion. Company is solely responsible for the conduct of its Participants. Property brought to a training venue is entirely at Company’s own risk and SHL excludes all liability for theft or loss of such property, howsoever caused.

2. Training Materials. Materials provided for a training course such as course notes, publications and surveys (“Training Materials”) are for the exclusive and individual use of Participants. Training Materials may not be reproduced or copied in any way without SHL’s prior written approval.

3. Disclaimer. SHL does not guarantee the accuracy of the information or analysis in the Training Materials. SHL does not provide legal, accounting or similar professional services. SHL disclaims liability for any damages, claims or losses arising from or related to any errors or omissions in the Training Materials whether caused by SHL or its sources, or reliance upon any recommendation made by SHL.

E. Video Interviewing Tools

  1. SHL’s video interviewing tools enable Company to post its own content. SHL is not responsible for any content that Company or Company’s users post which is factually inaccurate, unlawful or offensive. That responsibility remains solely with the Company. Accordingly, Company waives any and all legal rights or remedies it has or may have against SHL with respect to any such content. SHL does not screen content posted by Company or Company’s users, but we reserve the right (but not the obligation) in our sole discretion to remove any content that is available via the video interview tool where we have any grounds to suspect non-compliance with these Terms.

2. Reseller Partner License and Usage

Where Company has entered an agreement with SHL to be a SHL Reseller Partner, the licensing provision will be specified within such separate agreement. Other than SHL Reseller Partners, Company may only purchase Products or Services from SHL: to administer to or resell to third parties (“End Users”) under the following limited circumstances: (A) End Users must be residents of the Territory and use the Products and/or Services only for their internal purpose and not to directly or indirectly develop competing products and/or services; (B) Company shall secure substantially similar terms to the terms of this Agreement with End Users for use of the Products and/or Services and shall not make any representations or warranties other than those provided in this Agreement; (C) Company will retain all branding and copyright statements on the Products and Services; (D) Company will require End Users to grant SHL all the rights stated in this Agreement with respect to data and Intellectual Property Rights; (E) Company will not represent itself as SHL, a licensed partner, a distributor or an agent of SHL. SHL reserves the right to immediately terminate the Agreement at any time without notice if Company, by itself or with any third party, does, or omits to do, any act that might in any way; (1) breach the terms of this section; or (2) cause irreparable harm to SHL, or (3) violate or potentially violate any applicable laws.