Terms of Business

1.  Definitions

 

a. "Materials" means all our electronic products available via the Service and all data gathered by use of the Service;

b. "Resilient Leaders Elements" means the company Resilient Leaders Elements Limited and its affiliates;

c. "Purchaser" means the company or individual who has contracted for the Service (who may, or may not, also be a Resilient Leaders Consultant);

d. "Resilient Leaders Consultant" means an individual who is registered with as qualified to purchase all or some of the Resilient Leaders Elements instruments provided via the Service (and whose account has not been suspended);

e. "Service" means the Resilient Leaders Elements service for the electronic delivery and administration and any ancillary services available via the Resilient Leaders Elements website or any successor to such website;

f. "Credits" means any pre-paid credits purchased by you from, or issued to you by, Resilient Leaders Elements for Resilient Leaders Assessments and Development Programmes, delivered via the Resilient Leaders Elements System.

2.  Use of the Service

The Service is accessible to:

a. Resilient Leaders Consultants who have pre-registered for the Service and been allocated registration details by Resilient Leaders Elements, including a log-in and password

b. Purchaser buying directly from the Resilient Leaders Elements website.

c. Purchasers and Resilient Leaders Consultants are responsible for ensuring the security of their subscription and registration details, including log-in and passwords. Registration details, including log-in and password details, shall not be shared between multiple users. Any loss or theft of such details should be reported to Resilient Leaders Elements as soon as possible in order that replacement log-in and passwords may be created.

d. Use of the Service is subject to these Terms and the Guidelines for Ethical Use of Tests and Questionnaires. We reserve the right to

refuse access to the Service if the Purchaser or the Resilient Leaders Consultant fails to comply with these Terms or the Guidelines.

3.  Registration

We seek to uphold the guidelines established by the British Psychological Society (or other appropriate bodies outside the UK) on sale

and use of psychometric and assessment instruments. Therefore, in order to register as a qualified user of Resilient Leaders Assessments

and Development Programmes, a user must have successfully completed appropriate training provided or approved by us. Details of

training offered by Resilient Leaders Elements are set out in our Accreditation Principles and Processes.

4.  Ordering

 

a.  When a Resilient Leaders Consultant buys credits and allocates credits to a purchaser in the screen of the Resilient Leaders Consultant System an order has been placed.

b. Orders cancelled after confirmation will not be refunded.

c. An order may be refused if Resilient Leaders Elements has reasonable grounds to believe that it has not been placed by a bona fide Resilient Leaders Consultant.

5.  Payment

 

a. We will invoice Resilient Leaders Consultants on a monthly basis for materials and credits used, terms are strictly 14 days.

b. We reserve the right to charge you interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

c. Unless otherwise stated, the price payable for the Service will be the price as set out in the current Resilient Leaders Consultant Accreditation Process and VAT will be added to the price where applicable.

6.  Purchaser's obligations

 

a. The Purchaser understands and acknowledges that in order to use the Service certain technical requirements relating to hardware and software available to the Registered User and the test-taker will need to be met. Further details can be supplied on request.

b. The Purchaser may provide the Materials to individual test-takers in order for such test-takers to be assessed under the Purchaser's supervision; in no other circumstances may the Purchaser give, sell, or otherwise dispose of, the Materials or the Service, or any part of the Materials or Service, to third parties or act as agent or distributor of the Materials or the Service. Any on-selling or any unauthorised use, reproduction or modification of the Materials and/or the Service is strictly prohibited.

c. The Purchaser shall comply with the Guidelines for Ethical Use of Tests and Questionnaires.

d. If the Purchaser uses customisation facilities available on the Service to apply different branding to the Resilient Leaders Elements or to alter or deviate from the standard supplied wording in relation to the content of emails sent via the Service, the Purchaser shall ensure that it possesses all necessary intellectual property rights or permissions and that any changes are lawful, appropriate and related to the subject matter of Resilient Leaders Elements. Resilient Leaders Elements shall have no responsibility or liability in relation to any such customisation of the Service, including any infringement of third party intellectual property rights, misuse, or unlawful or inappropriate content.

e. In the event that the Purchaser is not also the Resilient Leaders Consultant, the Purchaser shall ensure that any and all Registered Users comply with the obligations set out in clauses 6.b to 6.e as if such Registered User were the Purchaser.

f. The Purchaser shall indemnify Resilient Leaders Elements in the event that Resilient Leaders Elements or Resilient Leaders Elements’ licensors

suffer any losses, claims, liabilities, damages, expenses or costs as a result (whether direct or indirect) of any breach by the Purchaser or the Registered User(s) of clauses 6.b to 6.e.

g. The Purchaser shall further indemnify Resilient Leaders Elements in respect of any claims brought by a test-taker or client of the Purchaser against us or our licensors in relation to the Purchaser's use of the Service or the Materials.

h. All Purchasers and Resilient Leaders Consultants shall be required, in using Resilient Leaders Elements’ Materials to verify any local requirements and/or restrictions on using psychometric tests in general and the Materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body.

 

Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of Materials within a particular jurisdiction, it shall be the responsibility of the Purchaser and Resilient Leaders Consultant to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any individual or entity uses Materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such individual or entity shall be solely responsible and liable for such use and shall hold harmless and indemnify Resilient Leaders Elements in respect of any loss or claim by a third party against Resilient Leaders Elements arising from such.

 

Further, in the event that a Purchaser and/or Resilient Leaders Consultant has failed to ensure that any Materials may be legitimately used within a particular jurisdiction and subsequently purchases Materials for use in that jurisdiction, such Purchaser and/or Resilient Leaders Consultant shall be liable for the costs thereof and Resilient Leaders Elements shall bear no responsibility or liability for return of such Materials or the reimbursement of any associated costs.

7.  Intellectual property

 

a. The Materials and the Service are owned by, or licensed to, Resilient Leaders Elements. Reproduction of the Materials or the Service, in whole or in part, in any form or media, by any process (including posting on the internet or any intranet, or unauthorised emailing), is prohibited except (i) where expressly permitted by law; or, (ii) where such reproduction is for the purposes of using the Service in accordance with these Terms.

b. For the avoidance of doubt:

1) Reproduction of questionnaires or development programmes available via the Service is not permitted; and

2) Reports on test-takers generated using the Service may be copied a reasonable number of times for internal

record-keeping and other similar purposes related directly to the test-taker concerned.

8.  Privacy Policy

 

All the data, personal and otherwise, that we collect as a result of your use of the Service is handled in accordance with our Privacy Policy. It is the Purchaser's duty to ensure that it has the consent of the test-taker to permit Resilient Leaders Elements to use the data in the manner set out in the Privacy Policy.

9.  Liability

 

a. Our liability arising under or as a result of the provision or use of the Materials or the Service, whether in contract, tort, breach of statutory duty or otherwise, will not exceed the price paid by the Purchaser for the Service or Materials.

b. Nothing in these Terms will exclude or limit our liability for death or personal injury caused by our negligence, or for any fraud on our part, or for any liability that cannot be excluded by law.

c. Subject to clause 9.b we will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, or for lost or wasted management time or the lost time of other employees arising from the Purchaser's use of the Materials (whether direct or indirect).

d. We do not warrant or represent that the Service will operate without interruption, and we have no liability for the inability of anyone to access the Service or the emails that form part of the Service. We reserve the right to carry out maintenance and development on the Service, which may cause interruption to it.

e. Except as expressly set out in these Terms we exclude to the fullest extent permitted by law all warranties, representations, terms, conditions and undertakings, whether implied by statute, common law, custom, trade usage, course of dealing or otherwise.

10. General

 

a. These Terms are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

b. Resilient Leaders Elements reserves the right to change these Terms at any time without prior notice to you, so please check them regularly.

c. In the event of any conflict between these Terms (as displayed on our website) and those in our catalogue or elsewhere, these Terms (as displayed on our website) shall prevail.

 

Resilient Leaders Elements Ltd, Manor House Barn, Mill Road, Peasenhall, Saxmundham, Suffolk, IP17 2LP, UK

Registered Number 12153680

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