SHL Terms and Conditions

These SHL Terms and Conditions (the “Terms”) govern the license and use of SHL Products and Services. These Terms, including the SHL Products and Services Schedule, together with any Order, constitute the valid, complete and binding contract between Company and SHL (the “Agreement”). Additional or alternative provisions apply for certain purchases and are included in the applicable Order. If there is any conflict between the Terms and Order, the Order shall prevail. All capitalized terms are defined at the end of the Terms in the Definitions section.

1. Purchase and Fees

1.1 Order. Each Order shall be subject to these Terms unless otherwise agreed in writing and will contain: (i) the Products and/or Services purchased by Company from SHL; (ii) the Fees and payment schedule; (iii) the Term of Agreement; and (iv) any additional or alternative applicable provisions. An Order is binding upon the earliest to occur of the date: (a) Company is provided access to the Products and/or Services in accordance with the Term of Agreement (regardless of whether Company accesses such Products and/or Services); (b) SHL issues a written acknowledgment to Company; or (c) the Order is countersigned by SHL. All Products and/or Services are deemed accepted upon delivery unless otherwise stated in the Order. For certain Products and/or Services, electronic or phone purchases may be agreed between the parties and will be deemed to be Orders and subject to these Terms.

1.2 Fees. Company shall pay all Fees as specified in the Order. Unless otherwise stated in the Order, (i) Fees are quoted and payable in United States dollars; (ii) Fees are based on Products and/or Services purchased and not actual usage; (iii) with the exception of Company’s termination for cause (as defined in Section 7.2) all Products and Services are non-cancellable and all Fees are non-refundable; and (iv) consulting services Fees do not include travel, subsistence, courier, car travel and other expenses and will be charged to Company at cost.

1.3 Invoicing. Unless otherwise stated in the Order, SHL will deliver an invoice to Company for the full amount of the Fees and such invoice shall be due and payable by Company within thirty (30) days of receipt. If any portion of an invoice is disputed, Company will pay the undisputed amounts and the parties will reconcile the disputed amount in good faith as soon as possible. Late payments will (i) bear interest at a rate of 1.5% per month, or, if lower, the maximum rate allowed by law and/or (ii) result in the withholding of Products and/or Services.

1.4 Taxes. All fees are exclusive of taxes, levies, and duties imposed by any governmental or taxing authorities. Company shall pay all sales, use, duties, and other taxes including, without limitation, Value Added Taxes (VAT) or Goods and Services Taxes (GST) that are lawfully imposed (and for which no exemption is available), and if SHL pays any such taxes on behalf of Company, then Company shall reimburse SHL for such payments. If Company is required to withhold and pay any withholding tax on any amount payable to SHL under the Order, then Company will deliver to SHL the original tax receipt or other proof of payment. Upon request, each party shall provide reasonable support and shall execute and deliver any documents that the other party deems necessary or desirable in connection with any exemption or reduction of, or the contestation of or the defence against, any taxes.

2. Ownership and Intellectual Property

2.1 Company Property. Company shall retain exclusive ownership of all rights, title and interest in and to all Company Property provided to SHL.

2.2 Products and/or Services Licenses. Upon full payment of Fees, SHL grants Company: (i) ownership of any Output, which Company may download, copy, distribute, modify and create derivative works of, subject to SHL Group retaining ownership of all underlying SHL Intellectual Property Rights in the Output; (ii) a non-exclusive, non-transferrable, perpetual license to use the SHL Group Property contained in the Output; and (iii) a non-transferable, non-exclusive license for the Term of Agreement to use the Products and Services in the Territory solely for Company’s internal purposes (provided Company does not directly or indirectly develop or assist in developing competing products and/or services). “Territory” means the territory defined in the Order or if left blank then the Territory is the country where Company is registered.

2.3. SHL Group Property. Company acknowledges and agrees that its use of the SHL Group Property will not vest in Company any additional right, title or interest in or to the SHL Group Property, other than the express license rights granted under the Agreement. SHL Group, along with its respective licensors, retain all Intellectual Property Rights arising from such uses. The Company warrants and represents that it will not at any time: (i) challenge SHL Group’s rights, title and interests in and to the SHL Group Property or the validity of any SHL Intellectual Property Rights; or (ii) take any action or engage in any inaction which would impair or tend to impair the SHL Group Property.

2.4 Research Data and Benchmarking. Notwithstanding anything in these Terms or any Order to the contrary, Company authorizes SHL Group to use Company Property disclosed through surveys, assessments, or provided by Company to SHL Group (through software or other data collection activities) for assessment validation, research and benchmarking purposes and product development (collectively “Research Data”) including creating or updating Benchmarks.  SHL Group will: (i) only use, aggregate and present the Research Data or Benchmarks in an anonymous form; and (ii) not include (directly or by inference) any information identifying Company or any identifiable individual as the source of such data in the Research Data or Benchmarks. SHL Group are bound by ethical guidelines and data protection laws in the use of all data.  Access to any Research Data will be restricted to only those individuals directly involved in research supporting or related to SHL products and/or services. “Benchmarks” mean aggregated data received, collected, analysed, and maintained by SHL Group to improve its Products and/or Services. Benchmarks may be derived from public information, assessment responses, survey data and best practices information that SHL receive from their clients. Benchmarks are always presented in an aggregated and anonymized form that does not identify a particular individual or company.

3. Data Protection


3.1 Compliance. Both parties shall at all times comply with all applicable laws and regulations in relation to the collection, processing, use, and storage of Personal Data.

3.2 Data Transfer. Where Company resides within the European Economic Area (“EEA“), Company agrees that SHL or its Affiliates may transfer Personal Data outside the EEA to the facilities of SHL Group in order to provide Company with the Products or Services. This may include processing Personal Data in countries in which data protection laws do not provide the same level of protection as those within the EEA. SHL Group have entered into an Intragroup Agreement (which includes the EU Model Contract Clauses (“Model Clauses”)) for the processing of personal information outside the EEA. At Company’s request, SHL (and its appropriate Affiliates) will also enter into the Model Clauses for transferring Personal Data outside the EEA.

Where Company resides outside the EEA, Company agrees that SHL or its Affiliates may transfer Personal Data to the facilities of SHL Group in order to provide Company with the Products or Services. At all times, SHL and its Affiliates will take appropriate steps to protect Personal Data in accordance with these Terms and all data protection laws applicable to the Data Processor.

3.3 Data Processing. Company is the Data Controller of Personal Data. “Data Controller” means a person/entity who determines the purposes for which and the manner in which any Personal Data is, or is to be, processed (collected, used, amended, retained, destroyed, etc.). SHL or its Affiliates shall act as the Data Processor with respect to the Personal Data. “Data Processor” means a person/entity (other than an employee of the Data Controller) that processes Personal Data on behalf of the Data Controller. As the Data Processor, SHL shall: (i) process Personal Data in accordance with Company’s reasonable instructions or otherwise as permitted under these Terms, and (ii) implement appropriate administrative, technical, and physical security controls to protect Personal Data from unauthorized access, use, or disclosure, unauthorized modification, or unlawful destruction or accidental loss. SHL Group shall cooperate with any Company request for Personal Data provided by or through Company to SHL Group, as applicable, provided that such request does not violate Section 3.2.

3.4 Third Parties. SHL or its Affiliates may disclose Personal Data to Third Parties (as defined below) in the following limited circumstances: (i) if SHL or its applicable Affiliate buys or sells any business assets (this does not include any marketing lists or for any marketing purposes), (ii) if SHL or any Affiliate contracts with Third Parties to perform or provide certain services on behalf of SHL or one of its Affiliates, or (iii) if SHL or any Affiliate is under a duty to disclose or share Personal Data to comply with any legal obligation. SHL or its applicable Affiliate shall contractually require any buyer of SHL’s or its Affiliate’s assets that include Personal Data, or any Third Party performing services on SHL’s behalf, to provide the same level of protection for Personal Data required in these Terms and under any applicable data protection laws. For purposes of this section, “Third Party” means any person or entity other than Company, SHL Group, the Data Controller or the Data Processor or other person authorized to process data for the Data Controller.

3.5 Data Breach. SHL shall notify Company of any unauthorized access to or misuse of Personal Data (a “Data Breach“) as soon as reasonably possible after discovery of the Data Breach. SHL shall not notify any Third Parties of the involvement of Company’s Personal Data in the Data Breach, without Company’s prior permission. SHL shall immediately investigate and take appropriate remedial actions to mitigate the effects of the Data Breach. Such investigation and remediation activities shall be in accordance with applicable laws, regulations, industry standards, and industry best practices. Upon request, SHL shall provide Company with a summary report of its investigation and remediation activities.

4. Indemnification

4.1 SHL agrees to indemnify and defend the Company, its officers, directors, and employees (each, an “Indemnified Party“), from and against any and all loss, damage, and expense, including reasonable legal fees and expenses, incurred by the Indemnified Party as a result of any third party claim, demand, action or proceeding (“Claim“), directly and proximately arising from or by reason of any actual or alleged infringement of any Intellectual Property Rights arising out of any SHL Group Property supplied to the Indemnified Party by SHL Group. This indemnification obligation is provisional on the Indemnified Party: (i) providing SHL prompt written notice of any Claim; or upon reasonable suspicion of a Claim; (ii) cooperating with SHL’s reasonable request for information or other assistance; (iii) granting control of the defence and settlement of the Claim to SHL; and (iv) not settling or making any offer to settle the Claim or make any admission of guilt or fault without first obtaining SHL’s prior written approval.

4.2 Section 4.1 shall not apply to: (i) Company’s misuse of SHL Group Property; (ii) Company’s use of SHL Group Property in combination with any product or information not provided by SHL or its Affiliates; or (iii) Company’s utilization of SHL Group Property in a manner not contemplated by this Agreement, in each case, whether or not with SHL’s or its Affiliates’ consent. The provisions of this section shall also apply to Company’s Affiliates.

4.3 In the event that any SHL Group Property becomes or is reasonably likely to become the subject of an infringement claim then SHL, at its discretion will: (i) obtain the right to continue using the affected SHL Group Property, replace it or modify it so it becomes non-infringing; or (ii) terminate the applicable Order by written notice to Company and will require Company to cease use of SHL Group Property and provide a pro-rated refund of the amount(s) paid to SHL under the affected Order.

4.4 This section shall constitute a party’s sole and exclusive remedy at law in connection with any Claim brought against such party by a third party alleging actual or alleged infringement of any Intellectual Property Rights.

5. Limitations of Liability

5.1 Neither party shall be liable for any of the following losses or damages (whether or not foreseen, direct, indirect, foreseeable, known or otherwise): (i) loss of profits (whether actual or anticipated), (ii) loss of revenue, (iii) loss of contracts, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill, or (viii) any indirect, special or consequential loss or damage.

5.2 SHL’s total aggregate liability arising out of or in connection with the performance or contemplated performance under the applicable Order (whether for tort (including negligence), breach of contract, breach of statutory duty or otherwise) shall in no event exceed the price paid or payable by Company to SHL or its Affiliates under such Order within the 12 month period immediately before the date of the event giving rise to Company’s claim.

5.3 Nothing contained in the Agreement shall exclude or limit either party’s liability for: (i) death or personal injury caused by its or its Affiliate’s negligence; (ii) fraud or fraudulent misrepresentation; (iii) any infringement or misappropriation of either party’s or a third party’s Intellectual Property Rights; or (iv) any other matter for which it would be prohibited by applicable law to limit or exclude or attempt to limit or exclude liability.  In all such cases a party’s liability shall be limited to the greatest extent permitted by applicable law.

5.4 Access to Products and/or Services delivered via online systems is dependent on third parties, such as internet service providers. SHL will have no liability to Company for any losses Company suffers resulting directly or indirectly from: (i) failures of performance on the part of SHL’s internet service provider; (ii) failure of Company’s equipment or those of Company’s candidate(s) or third parties; (iii) reasons related to SHLs provision of scheduled system upgrades or maintenance; (iv) any security breach of SHL’s system unless such breach is shown to be the result of SHL’s negligence; or (v) inability to access the SHL online system in any one country due exclusively to SHL’s software or hardware for any period not exceeding (a) ten (10) consecutive hours or (b) an aggregate of more than twenty-four (24) hours in any calendar month.

6. Confidential Information

Confidential Information” means all information, in whatever form, furnished by one party or its Affiliates (the “Disclosing Party“) to the other party or its Affiliates, as applicable (the “Receiving Party“) orally or in writing and identified as confidential or proprietary at the time of disclosure, or that by its nature should reasonably be assumed to be confidential or proprietary, including, but not limited to: business information; pricing; policies; information concerning employees, customers, and/or vendors; research; development; know-how; designs; opportunities; and methods and procedures.

6.1 Receiving Party (a) agrees not to use and/or disclose Confidential Information received from the other party except as allowed under this Agreement, (b) will not disclose Confidential Information to any third party, other than to its directors, officers, and employees under a duty of confidentiality, without the other party’s prior written consent and (c) shall maintain the Confidential Information using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information. SHL shall be allowed to disclose Confidential Information to its Affiliates, consultants, vendors or subcontractors who are necessary to provide Products and/or Services to Company, provided that any such third parties are bound by confidentiality obligations at least as restrictive as those contained in these Terms. Confidential Information disclosed by the Disclosing Party does not include any representation or warranty, express or implied, as to the accuracy or completeness of such Confidential Information.

6.2 The confidentiality obligations of each party shall continue in force and survive the termination or expiration of the Term of Agreement for a period of three (3) years. The confidentiality obligations with respect to any Confidential Information subject to trade secret protection will continue indefinitely.

6.3 Confidential Information shall not include information which: (i) was already known by the Receiving Party at the time of the disclosure; (ii) becomes publicly available other than as a result of disclosure by the Receiving Party in breach of these Terms; (iii) was disclosed to the Receiving Party on a non-confidential basis from a third party source other than the Disclosing Party, which the Receiving Party reasonably believes is not prohibited from disclosing such information; (iv) is developed by the Receiving Party independently; or (v) is required to be disclosed by law, regulation or court order to; provided that, the Receiving Party (a) so long as legally permissible, promptly notifies the Disclosing Party of such order and (b) at the written request of the Disclosing Party, diligently contests such order at the sole expense of the Disclosing Party.

7. Termination

7.1 General. With the exception of termination for cause (in accordance with Section 7.2 below), or as may otherwise be stated in an Order, Company may not terminate the Order and any Fees paid or payable by Company are non-refundable and non-cancellable.

7.2 Termination for Cause. Either party may terminate an Order for cause if the other party: (a) becomes or is likely to become insolvent or enters into administration or bankruptcy or (b) materially breaches any provision of an Agreement between the  parties (which, in the case of Company, shall include failure to pay any undisputed Fees) and (i) either the breach cannot be cured or, (ii) if the breach is capable of being cured, it is not cured by the breaching party within thirty (30) days after the breaching party’s receipt of written notice of such breach by the non-breaching party (stating the specific nature of the breach). Such termination will be without prejudice to any rights or remedies of either party which may have accrued up to the date of termination.

7.3 Effect of Termination. Except as otherwise provided in the Agreement, upon expiration of the applicable Term of Agreement, or any termination of the Order, or portion thereof: (i) all licenses granted by SHL pursuant to the Order or Section 2.2 of these Terms shall immediately terminate and (ii) Company shall immediately cease use of the Products and/or Services, in each case for such Products, and/or Services, or that portion thereof, for which such Term of Agreement has expired or the Order has been terminated. SHL reserves the right to charge Company for continued use of its Products or Services after the expiration or termination of an Order.

8. Consulting Services

8.1 Company may purchase Services as certain consulting services on a stand-alone basis or in conjunction with a Product purchase. The Order will specify timelines for the Products or Services ordered.  Consulting services Fees are based on estimated work days. A “work day” is defined as being a maximum of 8 hours during normal working hours for the location where the Services are performed. Other rates may apply for work performed outside a work day. Dates for Product delivery or Service performance agreed to in an Order are conditional upon Company’s timely completion of its obligations, including but not limited to, provision of necessary information and approval of documentation. Company or its agents will provide reasonable assistance to SHL that is required to facilitate delivery of Products and/or Services to Company. Delays caused by Company’s failure to meet its obligations in a timely manner will be at Company’s cost and expense, and subsequent delivery or performance dates will be adjusted accordingly proportionate to the delay. SHL will not be liable in the event that SHL is not able to deliver the Product or complete the Services due to Company’s non-performance. After written notice to Company of any Company delays that prevent SHL from performing its obligations and after a reasonable time to cure, SHL will be deemed to have delivered the Products or Services in full satisfaction of its obligations.

8.2 If Company fails to meet its obligations or timelines as agreed in an Order or wishes to cancel or postpone the agreed dates for Product or Services delivery, SHL may incur costs for such delay, cancellation or postponement. The parties may enter a change request to modify or amend the Order and agree on any additional charges. Unless otherwise agreed in the Order, cancellation fees for cancellation of Services are: 100% of the agreed Fees if cancelled after the Services commence or with less than one week’s notice; 50% if cancelled with less than two weeks’ notice; and 25% with less than three weeks’ notice.

9.  WARRANTIES

9.1 SHL Warranties. SHL represents and warrants that its Products will materially conform to the specifications describing such Products and that it will perform the Services in good faith and in a professional manner.  During the Subscription Period, if Company reasonably demonstrates that there is a defect in the materials or workmanship of the Products and/or the Services have not been performed with reasonable care and skill in accordance with good industry practice, SHL will: (a) repair or make good such defect at no charge to Company; or (b) replace such Products and/or re-perform such Services; or (c) issue a credit to Company for a pro-rata portion of the fees for such affected Products and/or Services as appropriate.

9.2 Guidance. Products and/or Services guide Company as to the suitability and aptitude of Candidates as part of an overall recruitment or development process. The Output represents SHL’s professional opinions based on information provided to SHL by, or on behalf of Company, its employees and Candidates, together with any applicable assessment response(s) and must not be relied upon as statements of fact or as the sole basis for any employment related decisions. SHL does not recruit or select candidates and is not operating as a recruitment agency, nor is SHL responsible for the acts or omissions of the Company, including but not limited to; (i) Company’s selection of Assessments  without a specific written recommendation from SHL and (ii) Company’s use of Assessments, its interpretation of the Output or its resulting decisions. Company is not entitled to receive any raw data, including item-level responses, collected as part of the Services. Company further acknowledges that compliance with any applicable employment or applicant records retention requirement (including that of the US EEOC or US OFCCP), or any applicable governmental authority or regulatory body of any country remains the responsibility of the Company.

9.3 Company Warranties. Company represents and warrants that it: (a) owns or has the right to provide to SHL all Company Property; (b) will 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 the Products and/or Services (as applicable) in any form or media or by any means, except as permitted under the Agreement between the parties; (c) will not cause confusion, deception or false associations with products and/or services that are not Products and/or Services including without limitation preparing materials that are identical with, or confusingly similar to SHL Group Property; and (d) will use the Products and/or Services in compliance with all relevant laws, procedures or applicable guidelines.

9.4 DISCLAIMER OF WARRANTIES.  SHL AND EACH OF ITS AFFILIATES PROVIDE THE PRODUCTS, SERVICES AND SHL GROUP PROPERTY “AS IS” AND DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SHL AND SHL GROUP DO NOT WARRANT OR GUARANTEE THAT COMPANY WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE PROVIDED PRODUCTS OR SERVICES. THIS DISCLAIMER IS INTEGRAL TO ESTABLISHING PRICING AND CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. WITH RESPECT TO ANY SHL ONLINE SERVICES, SHL DOES NOT WARRANT OR GUARANTEE COMPANY’S USE OF ANY SHL ONLINE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, TECHNICAL INACCURACIES, VIRUSES OR OTHER HARMFUL CODE.

10. General

10.1 Marketing Company permits SHL Group to use Company’s name and logo for their internal and external customer lists and other marketing materials. If Company expressly discloses Company Property to SHL for specific inclusion in materials or for the joint development of a case study or other research, SHL Group may attribute such information with Company’s name and logo. SHL may use Company’s plain text name as required in any public reporting or regulatory documents

10.2 Compliance with Laws and Trade Sanctions. Each party will comply with all applicable laws of the countries where it operates, including all securities, anti-corruption, and anti-bribery laws, and with the US Foreign Corrupt Practices Act and the UK Bribery Act. SHL’s Products, Services and Configured Deliverables are subject to US sanctions laws and may not be sold or licensed to any party listed on the Specially Designated Nationals List maintained by the U.S. Department of the Treasury (“Restricted Party“) or in US sanctioned countries (currently Cuba, Iran, North Korea, Sudan, and Syria) (The most up-to-date lists can be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Company agrees not to use, transfer, or provide access to the Products, Services and/or Configured Deliverables (i) to any Restricted Party or (ii) in (or for the benefit of individuals or entities from) such US sanctioned countries. Company confirms that it is not directly or indirectly owned by, controlled by, owning or controlling or named as a Restricted Party. SHL Group may not do business with a Restricted Party under US law (The most up-to-date lists can be found at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx and http://www.bis.doc.gov/index.php/the-denied-persons-list). Any breach of this section is a material breach of these Terms and any applicable Order for which no cure period shall apply.

10.3 Governing Law. This Agreement will be governed and construed in accordance with the laws of England and Wales, excluding its choice of law principles, and the parties agree to submit to jurisdiction of courts located in England and Wales to resolve all disputes.

10.4 Miscellaneous. Each party agrees that a breach by such party of the obligations in the Agreement between the parties, may result in irreparable harm to the other party for which monetary damages would be an inadequate remedy. Consequently, in the event of a breach, or threatened breach, of any such obligations in the Agreement between the parties, the non-breaching party shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief (including injunctive relief and specific performance) in addition to any and all other rights and remedies that may be available to it in respect of such breach. This Agreement shall not confer any rights or remedies upon any third party, except SHL Global shall be an express third party beneficiary of this Agreement to which any of its Affiliates is a party, with full power to enforce such Affiliate’s rights thereunder. Nothing in these Terms will create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties. Neither party will 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. Notice under this Agreement will be in writing and delivered by registered post or other carrier providing a receipt to the address to SHL or to the Company address stated in the Order, with a copy to SHL legal department: The Pavilion 1 Atwell Place, Thames Ditton, Surrey, KT7 0NE, UK. Any provision of the Agreement held to be invalid under the applicable law, will not affect the validity of the remaining terms of the Agreement. Failure to enforce the Agreement does not waive a party’s right under the Agreement. The Agreement between the parties sets out the entire agreement between the parties and overrides any prior correspondence or representations, and all other terms and conditions, including without limitation any other terms contained within a purchase order or any document supplied by Company to SHL. The parties acknowledge that this Agreement has not been entered into in part or whole in reliance on any warranty, statement, promise or representation by the other party, except as set out in this Agreement. Except in the event of a transfer of all or substantially all its assets, neither party will assign or otherwise transfer its rights or responsibilities under the Agreement to any third party without the other party’s prior written consent, provided that SHL may assign or otherwise transfer its rights and obligations to any SHL Group Affiliate provided that SHL will remain at all times responsible to Company for SHL’s obligations under the Agreement. 

10.5 Subcontracting. For the purposes of performing its obligations under the Agreement, SHL may use its Affiliates, or qualified subcontractors, and in such event, such Affiliates shall not be considered subcontractors and SHL will at all times remain responsible.

Definitions

Unless otherwise defined in these Terms, capitalized terms have the following meanings:

Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” means the power, directly or indirectly, to direct or affirmatively cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

 “Assessment” means products to assess talent performance and attributes of individuals offered by SHL Group.

Candidate” means any assessed individual (including a potential or existing employee of an SHL client).

Company” is an entity that purchases Products or Services from SHL. In the event the license is extended to such Company’s Affiliates pursuant to the Order, the term “Company” shall include such Affiliates and the provisions of the Order, including these Terms, shall also apply to Company’s Affiliates.

Company Property” means any data, information, or other material provided by or on behalf of Company to SHL Group.

Configured Deliverables” means where SHL create and/or provide deliverables as part of the Services provided to Company pursuant to the specific requirements of a consulting engagement agreed to in an Order. Configured Deliverables are for Company’s sole use and not for use by any other SHL client.

Fees” shall mean the fees payable to SHL for the Products and/or Services purchased pursuant to the applicable Order.

Intellectual Property Rights” means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content (including performance and synchronization rights), unregistered design, or other intellectual property rights that are in each case protected under the laws of any governmental authority, whether or not registered, and all applications, renewals and extensions of the same.

Order” means a written agreement between Company and SHL describing the Products and/or Services that Company is purchasing and may be in the form of an order form, a statement of work, a change request, or other similar instrument.

Output” means deliverables produced as part of the Services, which will consist of printed or electronic reports provided to Company for a Candidate taking an SHL Assessment.

Personal Data” means any data or information provided by Company to SHL or collected by SHL Group in the course of providing the Products and/or Services that relates to a living individual who can be identified from that data.

Product” means the SHL Group products stated in an Order and shall include Configured Deliverables.

 “Services” means the services described in the applicable Order provided by SHL or one of its Affiliates including any Configured Deliverables.

SHL” means the applicable SHL entity that enters into an Order with Company to provide SHL Products and/or Services.

SHL Global” means SHL Global Management Limited, the ultimate parent company of SHL Group and all affiliates.

SHL Group” means the group of SHL Affiliates engaged in providing or supporting SHL Products and Services.

SHL Group Property” means all of the following without limitation created or owned by SHL Group, or its licensors, whether pre-existing or independently created during the Term of Agreement: (i) all websites, software, tools, URLs and links, universal competency frameworks, databases, designs, algorithms, user interface designs, architecture, class libraries, objects and documentation, network-design, know how, technology and source code and all portions, subsets or derivatives thereof, any improvements, modifications, upgrades or other changes thereto; and any and all derivative works; and (ii) all Intellectual Property Rights therein.

Term of Agreement” means the period of time set forth in an Order during which (i) Company has the right to use the purchased Products and/or Services or (ii) SHL is performing Services in accordance with Company’s purchase.