Terms & Conditions of Supply

These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.

They are based on a set written by Net Lawman and released under licence. They protect your rights as well as ours.

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.            MEANINGS

1.1          In this agreement the following definitions apply:

Participant: any respondent to any of the tasks, questionnaires, or assessments covered by this Agreement.

Participant Data: any data that relates to the Participant in any way (including Personal Data) that has been collected from use of the product or services.

The Client: the person(s), firm or company who purchases the Products and/or Services from the Company. This also include Agents who purchase the products/services to serve their clients.

Responsible User: a named person in the Client organisation who is suitably skilled to use and oversee usage of the Company’s products and is designated by the Client to ensure professional usage.

The Company: Mosaic Assessments Ltd.

Contract: any contract between the Company and the Client for the sale and purchase of the Products and/or Services, incorporating these Conditions.

Order: the order placed by the Client with the Company for the supply of the Products and/or Services.

Products: any products supplied to the Client by the Company (including any part or parts of them).

Services: any services including training courses, agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them); and Websites either: https://www.mosaictasks.com; https://www.mosaictasks.co.uk; https://www.mosaictasks.space

2.            Interpretation

In this agreement unless the context otherwise requires:

2.1          a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.

2.2          these terms and conditions apply to all supplies of products and services by us to any client. They prevail over any terms proposed by you.

2.3          any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;

2.4          [except where stated otherwise], any obligation of any person arising from this agreement may be performed by any other person;

2.5          in this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.

2.6          the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;

2.7          a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.

2.8          in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, [such cost calculated £50 per hour].

2.9          these terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.

2.10        this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.            OUR CONTRACT WITH YOU

3.1          The Contract and agreed costs, together with these terms and conditions embody the entire agreement between the Company and the Client in respect of the matters referred to in it and supersedes any previous agreements between the parties.

3.2          Each order for Products and/or Services by the Client from the Company shall be deemed to be an offer by the Client to purchase Products and/or Services subject to these Terms and Conditions.

3.3          Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.

3.4          If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.

3.5          We do not guarantee that Goods advertised on Our Website are available. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.

3.6          The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.

3.7          If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.

3.8          We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.

4.            ACCEPTANCE OF ORDER

4.1          The Company reserves the right to refuse to supply products to the Client if the Client does not have the necessary skills to use the product in an effective manner and fails to comply with the Company’s ethical, legislative or professional obligations.

4.2          Your order is an offer to buy from us. Nothing said or done by us is an acceptance of an order until we confirm acceptance in writing, referring to the order OR (if earlier) we deliver the product/service to you.

4.3          At any time before the products are activated or sent, we may decline to supply the products to you without giving any reason.

4.4          The description of the product and/or service are provided for the purpose of giving an approximate description of the product/service and do not form part of this contract.

4.5          Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of Order to the Client. Any quotation is valid for a period of 30 days provided that the Company has not previously withdrawn it.

4.6          All orders are subject to acceptance and availability. If the products or services you have ordered are not available, we will contact you by e-mail or phone (if you have given us details). You will have the option either to wait until the product or service is available, accept an alternative or to cancel your order.

5.            SERVICE LEVELS

These service levels apply for our Mosaic personality tasks assessment and reports.

5.1          If we make an agreement with you to deliver any aspect of our services on a particular day and time we will do our very best to comply. However, at no time is this to be treated as contractual. We are not liable to you for any inconvenience you incur on account of delayed delivery or non-delivery.

5.2          Any times identified on orders are estimates only and time shall not be of the essence.

5.3          The company will do their best to make our web-based assessment platform available to the client and Participant at all times during the term of this agreement. However, as with any web-based platform, there will be times where it is necessary to perform upgrades. Any scheduled web down time will take place at the weekend or if necessary late (after 10pm) on a weekday in order to minimise interruption. You will be notified in writing about the time of any downtime.

5.4          There may be occasions where a participant has previously competed Mosaic Personality Tasks. If this assessment has occurred within the last 6-months then the participant is not able to complete the tasks again as it is likely to impact their behaviour on the tasks and the validity of the assessment. In these rare cases, we will email the participant to ask if we can create reports for you based on their most recent data. In order to respect the participants privacy, we will not inform you if the participant has previously competed Mosaic Personality Tasks (i.e. you will receive a report as if they had just completed). If the participant declines to use the data from a previous assessment it will be treated as a non-complete.

5.5          Participant Data can be made available to the Client for a period of 12 months from the date the Participant completes the personality tasks OR the date the participant confirms their data can be used. The various reports may be produced using this data subject to the up-to-date fees set out at the time of purchasing the new reports.

5.6          You can contact us by email or telephone Monday to Friday during normal working hours (9am to 5pm) and we will endeavour to respond to your query as soon as possible. We do not contractually agree to a maximum response time but aim to respond to all queries within 24 hours. Note that a response in this case does not indicate a resolution, more an acknowledgement that we have received your query.

5.7          We will do our best to resolve any issues arising as quickly as possible, but make no guarantee we can resolve every issue.

5.8          If the issue or request raised is not part of the product or service that was initially offered and accepted (e.g. a request for a new feature or translation) we will provide a quote for the additional work.  You are under no obligation to accept this quote and the company is under no obligation to offer it. Additional work will only proceed once the quote has been agreed by the client. Any fee-based work is not guaranteed.

5.9          The Company shall not be liable for any failure of the Mosaic system that occur for reasons beyond the company’s control. For instance, client or Participant internet difficulties, network issues, security settings, computer systems etc. or any other force majeure.

5.10        The Company shall not be liable for the non-delivery of reports where this is caused by participants failing to complete the assessments in time or at all. In this case the Company will charge the current set-up admin fee per participant and refund the difference for non-completing participants.

5.11        There may be occasions when the ‘system’ flags up Participants who are likely to have unreliable scores in both their self-report and objective task data, usually due to a lack of effort or random responding. In these rare cases the system does not allow printing of full report as the data is not reliable. In this case the Company will charge the current set-up admin fee per participant.

5.12        The Company shall not be liable for any non-delivery of Products and/or Services (even if caused by the Company’s negligence) unless written notice is given to the Company within seven days of the date when the Products and/or Services would, in the ordinary course of events, have been received by the Client.

5.13        Any liability of the Company for non-delivery of the Products and/or Services shall be limited to replacing the Products and/or Services within a reasonable time or issuing a credit note against any invoice raised for such Products and/or Services.

These service levels apply for our training and consultancy (including IT development projects):

5.14        Consultancy and training courses will be delivered by company staff or by suitably qualified sub-contractors on behalf of the company.

5.15        A working day consists of an 8-hour day between the hours of 08.00 and 18.00. If work is required outside these hours the company reserves the right to charge a higher rate.

5.16        Travel time to certain locations may incur additional fees for the time spent travelling. Additional fees will be outlined in the proposal for work.

5.17        For both training and consultancy there may be additional costs such as subsistence, travel and accommodation depending on the location.

5.18        For any training or consultancy hosted by the client (internal company courses), the client will be responsible for meeting all costs relating to the training (e.g. venue, meals, audio-visual, accommodation, travel etc.). The client will also be responsible for ensuring access and a safe and comfortable work-space for the consultant.

6.            Cancellation

Cancellations of Mosaic personality tasks assessment and reports.

6.1          An accepted Order may only be cancelled or varied with the Company’s written consent within 30 days of delivery.  Such consent shall not in any way prejudice the Company’s right to recover from the Client full compensation for any loss or expense arising from such cancellation or variation.

6.2          Physical products must be returned in perfect condition via recorded delivery to the company’s correct address within 3 weeks of consent to return being given. Initial postage costs will be charged unless the return was due to a fault by the company (e.g. the product was damaged).

6.3          We may make minor changes to the product without giving notice for various reasons (e.g. to increase security or ensure compliance). If we make significant changes to the products we will notify you in writing and you may then contact us to end the contract and receive a full refund before the changes take effect.

6.4          We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 30 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

6.5          Nothing in this condition shall prejudice any disclaimer of liability by the Company elsewhere in these terms and conditions.

Cancellation of training and consultancy.

6.6          The company reserves the right to cancel or reschedule agreed training course or consultancy dates when it has good reason to do so. The client will be notified as soon as reasonably practicable if this occurs.

6.7          If a course or consultancy is cancelled by the company a full refund will be given. The client is required to return any materials that have already been sent by the company.

6.8          If the client cancels any scheduled consultancy or training with less than 10-days notice the company reserves the right to charge the full agreed fee.

6.9          If the client gives between 10-25 days notice for cancellation of any scheduled consultancy or training, the company reserves the right to charge 50% of any agreed fee.

6.10        For any cancellations made with more than 25 days notice given, no fees will be payable apart from any expenses already incurred by the company.

6.11        At the company’s discretion, where reasonable changes and participant substitutions to consultancy dates or training days can be accommodated by the company they will not be treated as a cancellation.

6.12        For training course changes, a new booking is required for the new course date and if the transfer is requested within 21 days of the course date, an administration charge of £50 + VAT will be added to the course fee. Any further transfers made within 21 days of the course date will be treated as a cancellation.

6.13        The company will endeavour to adapt to any changes in project scope and requests. However, if changes requested by the client involve extra work the time will be charged at the agreed consultant day rate.

6.14        If additional time is spent on a project resolving issues which are a direct result of the client’s internal systems and processes (e.g. IT issues; access issues), the company reserves the right to charge for this additional time.

6.15        If training involves an assessment the company makes no guarantees that every participant will pass and therefore be qualified to deliver our products. This fully depends on the participant demonstrating the required understanding and competence as set out on each course.

7.            PRICE

7.1          The price payable for the products/services that you order is clearly set out on Our Website or on our work proposal.

7.2          It is possible that the price may have increased from that posted on Our Website. If that happens, we will advise you by email, offer to sell you the products and services as per the specification and description at the price stated in the email and will state the period for which the offer or the price remains valid. The company will not progress the order until you have confirmed that you wish to buy at the new price.

7.3          Prices will be shown as the price plus Value Added Tax (“VAT”). VAT will be charged if you reside in the United Kingdom. If you show by your delivery address that you reside outside the United Kingdom, VAT will not be charged.

7.4          Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.

7.5          Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

7.6          If, by mistake, we have under-priced products/services, we will not be liable to supply those products/services to you at the stated price, provided that we notify you before we dispatch it to you.

7.7          The price of the products/services does not include the delivery charge (if applicable) which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.

7.8          If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.

7.9          You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country. We make no representation and accept no liability in respect of the export or import of the goods you purchase.

7.10        If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 14 days from the date when we accept that repayment is due.

8.            PAYMENT

8.1          Unless otherwise agreed the full costs of products, services and training will be charged upfront. Consultancy work will typically be charged monthly in arrears until the project is completed.

8.2          Payment can be made on our website or through payment of an invoice (e.g. BACS). We take care to make Our Website safe for you to use.

Card Payments via our website

8.3          Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

Invoices

8.4          Invoices are due for payment within 30 days of the invoice date without any deductions including, but not limited to, bank charges. Time for payment shall be of the essence.

8.5          All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.6          If the Client fails to pay the Company any sum due, the Client will be liable to pay interest to the Company on such sum from the due date at the rate of 1.5% per month.

8.7          The Company shall be entitled to withhold delivery of any Products and/or Services or cancel the contract if the Client fails to pay to the Company any sum by the due date. The Company shall incur no liability in respect of such withholding of delivery or cancellation. Upon such cancellation and without prejudice to any other right that the Company may have, the Client shall be liable to pay damages to the Company for breach of contract and any costs incurred by the Company associated with the recovery of the debt.

9.            CLIENT’S OBLIGATIONS

9.1          The Client represents, warrants, and undertakes that it shall ensure that only a Responsible User uses the Products or Services OR ensures the Products or Services are used according to the Company’s Ethical Guidelines available on the Website.

9.2          The client has provided, and will continue to provide accurate, up to date, and complete information about themselves. We need this information to provide the products and services.

9.3          If you use our ‘Mosaic system’, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account. You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.

9.4          The Client is obliged to follow GDPR policy or the equivalent in the country of use.

9.5          The client is obliged to comply with all ethical guidelines and relevant laws, procedures and guidelines that apply in the jurisdiction in which the work is undertaken.

9.6          The Company does not accept any liability once the goods, products or services are handed over to the client.

9.7          The client shall not distribute the company’s products or services in any form except in the ways agreed by this contract.

9.8          The client shall not take any steps to interfere, copy, adapt, break, reverse engineer or in any other way utilise the company’s system and other intellectual property for their own means.

9.9          The client warrants that they enter into this contract as a business customer and not a consumer. Therefore, consumer protection regulations do not apply.

9.10        We may end the contract if you break the contract terms, payment terms or any of your obligations set out above.

9.11        You must compensate us if you break the contract. If we end the contract in the situations set out we will refund any money you have paid in advance for products we have not provided but we may deduct reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.         LIMITATION OF LIABILITY

10.1        The law differs from one country to another. This paragraph applies so far as the applicable law allows.

10.2        The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Client in respect of any breach of these conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3        Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

10.4        Subject to conditions 10.2 the Company’s entire liability in contract, tort or otherwise, arising in connection with this Contract shall be as follows:

(a)       The liability for all defaults resulting in direct loss to the tangible property of the Client shall in no event exceed the amount actually received by the Company under this Contract with the Client during the prior twelve months; and

(b)       The Company shall not be liable to the Client for any indirect loss including but not limited to pure economic loss, loss of profit, loss of reputation, loss of business, depletion of goodwill or otherwise which arise out of or in connection with this Contract.

10.5        We exclude all liability for and make no representation or warranty for:

(a)       any implied warranty or condition as to merchantability or fitness of the products/services for a particular purpose;

(b)       the adequacy, accuracy or appropriateness of the products/services for your purpose.

(c)        any disparate impact or discrimination of any kind resulting from the use of our services/products.

10.6        The Client shall not (except insofar as there is an absolute prohibition in the Unfair Contract Terms Act 1977 described above) rely on any skill or judgment on the part of the Company or any of its agents as regards the suitability of the Products and/or Services for any particular purpose and the Client shall use its own skill and judgement to satisfy itself that the Products and/or Services are of merchantable quality and suitable for the purpose of the Client. This condition shall apply notwithstanding that an employee of the Company or its agent may at any time have made representations or given opinions, whether in writing or otherwise, as to the suitability of any Products and/or Services for any particular purpose.

10.7        The Client shall indemnify, defend and hold harmless the Company in the event that the Company or its licensors suffer any losses, claims, liabilities, damages, expenses, or costs as a result (whether direct or indirect) of any breach by the Clients of such warranties and undertakings.

10.8        This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.

10.9        If you become aware of any breach of any term of this agreement by any person, please tell us by email. We welcome your input [but do not guarantee to agree with your judgement].

11.         INTELLECTUAL PROPERTY

11.1        The copyright, as defined in the Copyright, Designs and Patents Act 1988, in the content of any Products or data collected through the use of the Registered Products, Services, marketing material produced by the Company and/or work produced during or as a result of a contract incorporating the use of the Product between the Company and the Client is the absolute property of Mosaic Assessments Ltd. Any other work produced by the Company as a result of any contract between the Company and the Client is the absolute property of the Company and such works shall not be reproduced in whole or in part.

11.2        Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.

11.3        Unless otherwise agreed, you may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.

11.4        On provision of the correct payment due under contract, the company grants permission for the client to use the output (reports) for their own internal human resource purposes. The reports are only to be used for the intended purpose and must not be distributed, edited or used for other purposes without the express permission of the company.

11.5        For agents or clients who are given access to the Mosaic Personality Tasks system (“the system”) under this contract, the “system” will be made available to the client on a limited, non-exclusive, revocable, non-transferable basis during the agreed term of the contract. The client will be responsible for ensuring that no unauthorised third party has access to the system and shall not authorise any third party to copy or interfere with the system or the relating source code of the system.

11.6        The company will resolutely defend the intellectual property rights in connection with their products, services and Website. ‘Intellectual property rights’ includes, but not limited to, text, graphics, images, data, icons, algorithms, inventions, patents, trademarks, service marks, registered designs, pending applications for any of those rights, trade and business names, unregistered trademarks and service marks, rights in designs, copyrights, database rights, know-how and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future and all revisions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing (“Intellectual Property Rights”).

12.         CONFIDENTIALITY

12.1        The Company and the Client shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party. The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement; or information obtained from a third party who is free to divulge the same; or required to be disclosed by court order.

12.2        The Company may refer to the Agreement or to the fact that the Client is the Consultant’s Client with the prior consent of the Client which shall not be unreasonably withheld.

13.         DATA PROTECTION

13.1        Where Participants provide the Company with personal information about themselves in connection with these terms, the Company may use the Client’s or Participant’s personal information in the manner and for the purposes detailed below and in our privacy policy. By entering into these terms, you agree and consent to our use of your personal information as detailed below.

13.2        For the purposes of processing personality assessment data as part of this contract both parties agree that they will each be ‘data controllers’. Both parties will comply with data protection laws and associated obligations and will only process data for the purposes of fulfilling this contract.

13.3        The Company may use the Client’s or Participant’s personal information for the following purposes: accounting, billing and audit, credit or other payment card verification, security, administrative and legal purposes, systems testing, administering assessments, maintenance and product development (using non-identifiable data), customer relations and to help the Company in any future dealings with the Client. The Client shall be bound by the terms of the Company’s Privacy Policy.

13.4        The Company reserves the right to record the Client’s and/or the Participant’s personal information, both manually and/or on a computer database, in compliance with the Data Protection Act1998 and GDPR Regulations 2016.

13.5        The Client is entitled to see the personal information held by the Company in respect of the Client. The Client may ask the Company to make any necessary changes to ensure that the personal information is accurate and kept up-to-date. In order to review the personal data held by the Company in respect of the Client, a written request should be submitted to the Company. The Company is entitled by law to charge a fee to meet the costs of providing the details of the information held.

13.6        The Company commits to observe all its legal, professional, and ethical obligations in regard to the Personal Data of others that it collects in the course of delivering Client work. The Company will process data as outlined in their privacy policy.

13.7        Once the Client has received any Personal Data that has been processed by the Company, it becomes the “data controller” for that data and it is wholly the responsibility of the Client to comply with all local legislation in regard to Data and Privacy laws. For the avoidance of doubt the client must a) inform Participants and obtain consent on the way data will be used b) make decisions based on personality assessments in a fair manner that complies with data protection laws c) store personal data securely. The Company reserves the right to require the Client to provide a written undertaking to protect personal data of the public or Participants during the course of any assignment.

13.8        The Client shall indemnify, defend and hold harmless the Company in the event that the Company or its licensors suffer any losses, claims, liabilities, damages, expenses, or costs as a result (whether direct or indirect) of any breach by the Clients of this clause and and/or their data protection responsibilities.

14.         ASSIGNMENT

14.1        Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the other party except in the case of a corporate restructuring that does not result in a change of control of the party making such an assignment.

14.2        Notwithstanding condition 14.1 the Company may assign the Contract to any of its affiliated companies or approved agents.

15.         TERMINATION OF CONTRACT

15.1        A party (‘the Initiating Party’) may terminate this Agreement with immediate effect by written notice to the other party (‘the Breaching Party’) on or at any time after the occurrence of one or more of the following events:

(a)       the Breaching Party commits a material breach of this agreement and fails to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;

(b)       the Breaching Party passes a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party’s winding up or the presentation of a petition for the Breaching Party’s winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party’s obligations under this agreement;

(c)        the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;

or

the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.

In respect of products and services offered:-

15.2        Either party may terminate this Agreement by giving 30 days notice in writing in the event of a fundamental dispute between the parties as to the manner in which the Products and Services are to be provided;

15.3        The Client may terminate the Agreement by giving 30 days notice in writing if the Company has failed to perform its duties to a satisfactory standard having previously received a written communication from the Client regarding the same.

15.4        The Company may for any reason terminate the Agreement without liability to the Client on giving to the Client not less than 30 days written notice to that effect.

On termination of the Agreement for any reason:

15.5        the Client shall immediately pay to the Company all of the Company’s outstanding unpaid and uncredited invoices and interest and in respect of Services/Products provided but for which no invoice has been submitted the Company may submit an invoice which shall be payable immediately on receipt;

15.6        the Company shall refund any sums paid by the client for any unprovided products and services. This does not include any effort expended by the Company at the time of termination in preparing the delivery of products and services.

15.7        the Company shall not be under any obligation to supply any further Products or Services under any such contract.

15.8        the Client shall forthwith return to the Company as the Consultant reasonably directs all The Company’s Equipment and Training Materials in the Client’s possession or under its control at its own cost. If the Client fails to do so then the Company may enter the Client’s premises and take possession of them and until they have been returned or repossessed the Client shall be solely responsible for their safe keeping.

15.9        The Client shall indemnify the Company against all loss (including loss of profit) costs (including costs of labour and materials) and all expenses suffered by the Company by reason of such determination.

15.10     The Company shall be entitled to resell any of the Products for which the full price has not been paid by the Client to the Company without further notice to the Client; and

15.11     the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

16.         DISPUTE RESOLUTION

The following terms apply in the event of a dispute between the parties:

16.1        If you are not happy with our products or services or have any complaint then you must tell us by email message to [email protected]

16.2        If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.

17.         MISCELLANEOUS

17.1        Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

17.2        If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

17.3        The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

17.4        Nothing in these terms shall be deemed or construed to constitute the Client or its employees, as the agent or legal representative of the Company for any reason whatsoever. The Client is not granted any right or authority to act for, or to incur, assume or create any obligation, responsibility, or liability, express or implied, in the name of or on behalf of the Company or to bind the Company in any manner whatsoever.

17.5        Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

17.6        The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.7        Any communication to be served on either party by the other shall be deemed to be delivered if it is delivered by hand or sent by first class post or recorded delivery to the correct address or by receipted e-mail to the correct email address.

17.8        When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.

17.9        Where we provide products or services to you without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other Goods for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those goods or that service.

17.10     This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) (Scotland) Act 2017or otherwise.

17.11     In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

17.12     Both parties have the right to defer the date of delivery or payment or to cancel the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond their reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes, pandemics, or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

17.13     This Contract is governed by Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts.

Last updated June 2021

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