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 NVA and GDR Ltd. client); “Contract”
means any contract for us to supply you with our Products or
Services, incorporating these terms; “Direct Customer” means an
organisation or individual who is purchasing our Products 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; “Services”
means any service we have agreed to supply to you in an Order,
including our online services; “NVA and GDR merchandise” or “we”
(or derivatives) means our local NVA and GDR merchandise or NVA
and GRD Ltd. company supplying our Products or Services to you;
“NVA and GDR merchandise” 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.http://nva.4mg.com/.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 10 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.
4. Quality
4.1 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., (d) this is not valid
for uses products.
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.. 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. an (c) on used products and historic
collector items.
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.
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 NVA and GDR merchandise. 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 NVA and GDR merchandise
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, NVA and GDR Ltd. 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 NVA and GDR merchandise Partner , then
we grant to you a non-transferable, and non-exclusive right to
utilise and incorporate or consume NVA and GDR merchandise
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 NVA and GDR merchandise 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 NVA and GDR merchandise, these
should be sent to your regular business contact and copied to:
Company Secretary NVA and GDR merchandise, 14 The Mount
Pickering Thornton Dale YO18 7TF1, United Kingdom.
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 NVA and GDR merchandise
Ltd. 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.nva.4mg.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.nva.4mg.com or available on request in
effect at the time that our services are provided. A2 NVA and
GDR Subscription (a) General: When you purchase an NVA and GDR
merchandise Ltd. 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, NVA and GDR merchandise Ltd. 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 NVA and GDR merchandise Ltd. “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 NVA and GDR merchandise Ltd. 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 NVA and GDR
merchandise Ltd. online test is started or an NVA and GDR
merchandise Ltd. 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 NVA and GDR merchandise Ltd. 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 NVA and GDR merchandise Ltd.’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 NVA and GDR merchandise Ltd.’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 NVA
and GDR merchandise Ltd. 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 NVA and GDR merchandise Ltd. tests, (2)
NVA and GDR merchandise Ltd.’s UCF and (3) certain controlled
tests sold in UK, Europe and South Africa C1 Test Usage (applicable
to all NVA and GDR merchandise Ltd. tests): You will ensure that
you will administer all NVA and GDR merchandise Ltd. 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 NVA and
GDR merchandise Ltd. tests for your internal purposes only. C2
NVA and GDR merchandise Ltd. 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 NVA and GDR merchandise Ltd.
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) NVA and GDR merchandise 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
NVA and GDR merchandise Ltd. Group Limited and NVA and GDR
merchandise 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 “ © NVA and GDR
merchandise Limited. Reproduced or adapted with the permission
of NVA and GDR merchandise 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-NVA and
GDR merchandise Ltd. test. (d) NVA and GDR merchandise Ltd.
Partner: If you are an NVA and GDR merchandise Ltd. Partner or
are not an NVA and GDR merchandise Ltd. Direct Customer, and you
wish to map competencies to or from any NVA and GDR merchandise
Ltd. 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 NVA and GDR merchandise Ltd. 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) NVA and GDR
merchandise Ltd. Test Licences (e.g. OPQ licences): Our NVA and
GDR merchandise Ltd. test licence is a non-exclusive and
non-transferrable annual licence issued by NVA and GDR
merchandise Ltd. to a Registered User for such user to order (on
their own behalf or on behalf of an organisation) controlled
tests from NVA and GDR merchandise Ltd. from certain countries
specified by NVA and GDR merchandise Ltd.. You may cancel your
test licence by giving us at least 30 days written notice before
its expiry and returning all NVA and GDR merchandise Ltd.
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. NVA and GDR merchandise Ltd. 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 NVA
and GDR merchandise Ltd. D1 Consultant We cannot guarantee that
a particular NVA and GDR merchandise Ltd. 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 NVA and GDR merchandise Ltd. public or in-house Training
services
© 2012, NVA and GDR merchandise Ltd., Version 3.
Last updated March 2013
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