Terms of Business

These terms apply to the sale of all A&DC^® materials and services provided through our websites at apolloadmin.adc.uk.com and apolloassessment.adc.uk.com, unless we agree otherwise in writing.

Please read them carefully before placing your order.

1.0 Definitions

"A&DC", "we", "us", "our" means Assessment & Development Consultants Limited, whose registered address is at 1-3 Ship Street, Shoreham-by-Sea, West Sussex, BN43 5DH and whose Registered Number is 2202841;

"Client", "Clients", "you", "your" means the company, organisation, business, individual or any other person (legal or natural) purchasing our Materials and/or Services (who may, or may not, also be a Registered User);

"Contract" means any contract for us to supply you with our Materials or Services, incorporating these terms;

"Material" or "Materials" means all assessment tests, surveys, questionnaires, other products, information, documents, communications, files, text, graphics and software available via the Service;

"Service" or "Services" means the A&DC assessment service for the electronic delivery, administration and scoring of test instruments and any ancillary services available via the A&DC Apollo Websites at apolloadmin.adc.uk.com and apolloassessment.adc.uk.com;

"Website" or "Websites" means the websites at www.adc.uk.com, apolloadmin.adc.uk.com and apolloassessment.adc.uk.com, which are owned and operated by The A&DC Group Ltd, whose registered address is at 1-3 Ship Street, Shoreham-by-Sea, West Sussex, BN43 5DH and whose Registered Number is 5566781;

"Registered User" or "Registered Users" means an individual who is registered with A&DC as qualified to purchase and use all or some of the Materials provided via the Services and who has a valid registration number issued by us;

"Project Coordinator" or "Project Coordinators" means a person who is nominated by a Registered User to administer all or some of the Materials provided via the Services under the supervision of a Registered User employed in the same organisation, or another organisation if agreed in writing by us, but who is not authorised to view results;

"Participant" or "Participants" means the individual who engages in completing the assessment tests, surveys, questionnaires or other products on the Website at apolloassessment.adc.uk.com for the purposes that are published from time to time.

1.1 References to the masculine include feminine and vice versa unless the context requires otherwise.

1.2 The headings in these Terms of Business are for convenience, and do not affect their interpretation.

2.0 Basis of Contract

2.1 Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications, understandings and agreements relating to its subject matter, whether electronic, oral or written, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms of Business.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these Terms of Business.

2.2 Changes

From time to time, we may change our Materials or Service offerings and prices. We also reserve the right, at our sole discretion, to change, modify, add or remove any portion of these Terms of Business, at any time. In such events, we will give you reasonable notice of the changes by placing an updated version of these Terms of Business on our Websites at apolloadmin.adc.uk.com and apolloassessment.adc.uk.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. You agree to review these Terms of Business periodically to be aware of any changes.

2.3 Offer & Acceptance

Any order placed by you will be deemed to be an offer by you to purchase our Materials and Services subject to these Terms of Business. No order placed by you will be deemed accepted by us until:

If requested by us you provide either a written confirmation of the order or an official purchase order, or if earlier;

We deliver our Materials and Services to you.

A quotation that we provide for our Materials and Services will be valid for a period of 60 days from its issue date unless we state otherwise or withdraw it.

2.4 Materials and Services Description

The descriptions of our Materials and Services are provided in our marketing literature, proposal, price list (if applicable), or written confirmation of order. Each product purchased is sold subject to its product description, which may set out additional specific conditions related to that product including, without limitation, terms and conditions concerning estimated delivery times and after-sales service. We will take all reasonable care to ensure that all details, descriptions and prices of Materials and Services appearing in our marketing literature, proposal, written confirmation of order, or on the Website at www.adc.uk.com are correct at the time when the relevant information was generated by us. Although we aim to keep our Websites as up to date as possible, the information including product descriptions appearing on our Websites at a particular time may not always reflect the position exactly at the moment you place an order. If our Materials or Services do not conform to those specified in the Contract, you must notify us in writing within 15 days, 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 Customised Materials and Services

Certain features of our Materials and Services can if required be customised to suit your needs. For example, we can reflect your brand on the Apollo Websites by displaying your corporate colours and logo. You can also modify or add certain statements that are displayed to Participants. Standard customisation options are described in our marketing literature and/or on our Website at www.adc.uk.com. When we agree the nature and price of customised work with you, this will be specified in our proposal or written confirmation of order. If you want to display your logo on the Apollo Websites, you agree to us using this logo for the purpose intended and agreed between us for the full duration of the Contract.

2.6 Delivery Date

We will specify the delivery date for our Materials and Services in our proposal or written confirmation of order.

3.0 Using the Materials and Services

3.1 Registration

We seek to uphold the guidelines established by the British Psychological Society (and other appropriate bodies outside the UK) on the sale and use of our Materials and Services. Therefore, purchases of our Materials and Services must be authorised by an identified Registered User who is registered with us and whose experience and qualifications meet our registration criteria. If a person wants to become a Registered User but does not meet our registration criteria, they will need to successfully complete appropriate training provided or endorsed by us, details of which are set out on our Website at www.adc.uk.com.

Registered Users are authorised by us to carry out the following “Tasks”:

(a) Access Participants’ reports for assessment tests;

(b) Interpret Participants’ results from assessment tests;

(d) Give feedback to Participants on their test results in accordance with our Guidelines for Ethical Use of Tests and Questionnaires.

You are responsible for ensuring that all parties who authorise the purchase of our Materials and Services and carry out the Tasks are Registered Users approved by us. You are also responsible for ensuring that anyone who invites Participants to complete assessments and/or performs administrative functions in relation to the co-ordination of assessments is a Project Coordinator under the supervision of and authorised by a Registered User. This clause cannot be varied unless we have agreed otherwise in writing.

3.2 Ordering

All written orders must state the name and registration number of the Registered User, and be signed by the Registered User unless agreed otherwise in writing between us. An order may be refused if A&DC has reasonable grounds to believe that it has not been placed by a bona fide Registered User. Registered Users should notify us of any change of employer or address as soon as reasonably possible. If no Registered User remains in your organisation or within the organisation to which you are providing our Materials and Services, you must cease using the Materials and Services until a new Registered User is approved by us.

3.3 Online System Access

You acknowledge that the provision and performance of the Materials and Services is dependent on third party suppliers and service providers, including Internet service providers. Accordingly, we have no liability for the inability of anyone to access this Website, Materials or Services, and we do not warrant that this Website will operate without interruption. A&DC does not accept any responsibility for any loss, disruption or damage you may suffer resulting directly or indirectly from failures of performance on the part of our Internet service provider. A&DC’s liability under this Contract shall be limited to exclude liability for any acts, omissions or negligence of third parties.

3.4 Upgrades and Maintenance

We may from time to time restrict your access to the Materials and Services if we need to execute planned maintenance, network or system upgrades and emergency maintenance. In such instances, we will try to provide you with as much notice of the nature of the restricted access to the Materials and Services as is practicable. We will also use all reasonable endeavours to restore access to the Materials and Services as soon as is reasonably possible in the event of an interruption or suspension of availability.

3.5 Reasonable Assistance

You shall provide all reasonable assistance to us as is necessary for our delivery of our Materials and Services to you. We shall have no liability to you where any failure or delay in the delivery of our Materials and Services is the result of your act, omission or delay in providing such assistance.

3.6 Ethical Guidelines

Use of the Materials and Services is subject to the Guidelines for Ethical Use of Tests and Questionnaires.

3.7 Security

Registered Users are responsible for protecting and maintaining as 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 Materials and Services as soon as you become aware of this. The Client shall not, and shall ensure that the Registered User or Project Coordinator shall not, license, lend, exchange, give or otherwise dispose of the Materials and Services to third parties or act as agent, distribution channel or stockist of the Materials and Services without our express permission, other than providing them to Participants in order for those Participants to be assessed under the Registered User’s regulation. In the event that the Client is not also the Registered User, the Client shall ensure that the Registered User complies with the obligations set out in clauses 3.1 to 3.7 as if the Registered User were the Client.

4.0 Price & Payment

4.1 Price

Unless otherwise stated, the price payable for our Materials and Services will be the price as set out in our latest price list (if applicable) or our written proposal to you. VAT or other taxes will be added to the price where applicable. Upgrades may be provided at no cost to you. However, if any upgrade costs are payable, we will obtain your consent prior to processing your payment.

4.2 Payment

A&DC accepts payment in £ Sterling by Cheque, Bank Transfer, Visa or MasterCard. Payments in other currencies can be made by arrangement. Clients are expected to pay all charges in relation to bank transfers and currency transactions. In respect of A&DC Materials and Services:

(a) All orders must be paid for in advance unless the Client has an authorised account. Under normal circumstances authorised accounts (with a line of credit) are only offered to established and major corporate Clients (subject to credit approval). Authorised account holders are required to supply an official purchase order or written confirmation with each order unless otherwise agreed between us;

(b)     All invoices are due for payment by the Client within 30 days of the date of the invoice;

(c)     We reserve the right to ask for pre-payment on small orders or where the account is in arrears;

(d)     We reserve the right to charge interest at the rate of 3% over the prevailing Bank of England base lending rate on the invoice price from the due date until the date we are in receipt of funds.

5.0 Refunds and Cancellations

5.1 Refunds

Orders cancelled after confirmation will not be refunded. Some of our online products are purchased through credits and each credit has a purchase price. Credit prices are published in our proposal, price list (if applicable) or written confirmation of order. The price of credits purchased by you, whether used or unused, will not be refunded other than for our default under Warranty.

5.2 Cancellations

Our Materials and Services under this Contract are provided to you for a fixed minimum term of 12 months from the date of the Contract, unless we have agreed otherwise. If you wish to terminate the Contract, other than for our default under Warranty, you can only do so after this period. A shorter fixed term might be agreed between us if we agree in writing to provide you with our Materials and Services through our bureau service.

6.0 Warranty

A&DC has an excellent reputation established over many years for providing high quality Materials and Services. If you establish to our reasonable satisfaction that our Materials are defective or that our Services have not been delivered with due care and attention, then we shall at our sole discretion:

(a) Repair the Materials at our expense;

(b) Replace the Materials or re-perform the Services at our expense;

Our liability arising under or as a result of the provision or use of the Materials and Services, whether in contract, tort, breach of statutory duty or otherwise, will not exceed the price paid by you for such Materials and Services and their delivery. The performance of any one of the above options shall constitute an entire discharge of our liability under this Warranty.

Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms of Business by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permitted by law.

6.1 Claims under Warranty

For our Warranty to apply, all claims by you must be made in writing to A&DC, quoting the invoice and customer account numbers:

Within 7 days of the time when you discover or should have discovered the defect and in any event within 3 months of the delivery of our Materials;

Within 1 month of performance of Services.

Our Warranty does not apply:

(a) To defects caused through wilful damage, accident, misuse, neglecting to provide reasonable and necessary maintenance, failure to follow our instructions and any alteration or repair carried out without our approval;

(b) If the total price for our Materials or Services has not been paid by the due date;

(c) If you continue to make any further use of our Materials and Services after giving notice in accordance with this clause.

7.0 Liability

Nothing in these Terms of Business will exclude or limit A&DC’s liability for death or personal injury, or for any fraud on A&DC’s part, or for any liability that cannot be excluded by law.

A&DC 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, or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever arising from the Client's use of the Materials or Services (whether direct or indirect).

7.1 Assessment Reports

Our Materials and Services are intended only to help you determine the capability or aptitude of potential and/or existing employees. A&DC is not responsible for any employment decision made by you or for any other decision made by you connected with your use of our Materials or Services.

All assessment reports prepared by us represent opinions based on test results and must not be relied upon as statements of fact. For the avoidance of doubt A&DC will not be liable in respect of any recruitment or employment decisions or claims made on the basis of or derived from our Materials or Services or associated procedures.

8.0 Termination

Either party may terminate the Contract for provision of the Materials and Services immediately by notice in writing if:

(a) The other is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within 30 days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or

(b) The other enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the opinion of A&DC means that the Client may not be able to pay its debts; or

The termination of this Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination. Any expiry or termination of this Contract (for whatever reason) shall not affect the coming into force or the continuance in force of any provision of this Contract which is expressly or by implication intended to come into or continue in force on or after such termination.

8.1 Effect of Termination

Upon termination of this Contract for any reason whatsoever:

(a) The relationship of the parties shall cease and any rights or licences granted under or pursuant to this Contract shall cease to have effect save as (and to the extent) expressly provided for in this Clause 8.1;

(b) Any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect;

(c) The Client shall promptly return to A&DC or dispose of in accordance with our instructions all confidential information and other data and documents and copies thereof disclosed or supplied to the Client pursuant to or in relation to this Contract and shall certify in writing to us when the same has been completed;

(d) All sums owing pursuant to the Contract shall become due.

9.0 Intellectual Property Rights (IPR)

This Website and all content contained herein, including the Materials and Services and/or intellectual property created by A&DC in the course of the performance of our Services or the Contract or otherwise, are proprietary to, and are the sole property of, A&DC.

"Intellectual property" means any and all intellectual property rights of any nature including patents, rights to inventions, utility models, copyright and related rights, future copyright, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, registered designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how, trade secrets and business methods) and any other intellectual property rights, in each case whether in existence now or coming into existence in the future, registered or unregistered and including all applications for and renewals or extensions of such rights, rights to apply for registration, and all similar or equivalent rights or forms of protection in any part of the world.

9.1 IPR and Use

Our Materials and Services are provided for your sole benefit. When you complete your purchase of our Materials and Services we grant you a non-transferable, non-exclusive licence to use our Materials and Services only in the country where your business is registered (unless agreed otherwise by us in writing) and subject always to these Terms of Business. You agree that you will administer our Materials and Services in compliance with all relevant laws and our instructions. You will not copy, frame, republish, disseminate, download for commercial advantage, upload, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sub-license, reverse engineer, or create derivative works based on this Website, its content, Materials or Services unless we agree in writing otherwise. In addition, you agree not to use any data mining, robots, or similar data extraction methods within this Website. If you are an organisation that provides HR consulting services to your clients, you may only use our Materials and Services for the sole purpose of enabling your clients to recruit, select, develop and manage their staff, provided always that those clients are resident in the country where your business is registered and possess any training or licence qualifications as may be required by us for their intended use of our Materials and Service.

9.2 IPR in Customised Materials and Services

IPR in any customised ("Bespoke") A&DC Materials and Services that are specifically developed or created for the Client will be vested in the Client, save that A&DC will retain ownership of any proprietary pre-existing A&DC Materials and Services which become embedded in such Bespoke A&DC Materials and Services. The Client shall have a free and irrevocable licence to make use of any such Bespoke A&DC Materials for their own purposes subject to prior written agreement between A&DC and the Client and on the condition that A&DC’s invoices for related development and creative work have been paid in full, but shall not publish or circulate the A&DC Materials outside of the Client’s organisation or for purposes not specified and agreed in writing between A&DC and the Client, or re-sell them to any third party without our express permission.

10.0 Data Protection

A&DC is not responsible for the privacy practices of our Clients, including their policies on the retention and storage of Participant information. However, we do expect all Clients who use this Website to comply with our Privacy Policy in respect of using the Materials and Services and also to abide by relevant standards set by professional bodies and all applicable laws and regulations in relation to the collection, processing and storage of personal data relating to Participants.

For the avoidance of doubt, the Client is the data controller of such personal data and we are your data processor. A&DC wants to protect the privacy of Clients and Participants. We may change our Privacy Policy at any time without giving you notice so please check it regularly. Reviewing our Privacy Policy regularly ensures that you are always aware of what information we collect, how we use it and under what circumstances, if any, we will share it with other parties.

11.0 Non- solicitation

The parties agree that during the term of the contract neither shall seek to recruit staff or personnel employed or otherwise engaged by the other party by any means other than by proper placement of advertisements in the normal course of the recruiting party’s business, unless agreed otherwise in writing between us. In the event that either party breaches this condition, the defaulting party shall pay to the affected party all unavoidable and reasonable costs incurred by the affected party including but not limited to a sum equal to the gross salary of the employee or the consultant due under any relevant notice period.

12.0 Confidentiality

"Confidential information" means the information provided under the Contract, any secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of this Contract, together with any reproductions of such information in any form or medium or any part(s) of this information (and "confidential" means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available). Neither party shall use or disclose to a third party any information concerning this Contract or the business of the other party without the prior written consent of the other party, unless ordered to make such a disclosure by a competent court of law or other empowered tribunal or authority or unless otherwise required to do so by law. Each party will ensure that its employees, sub-contractors and agents are bound by this clause, which shall not restrict the use of information lawfully in the public domain.

13.0 Notice

Any notice given under or pursuant to the Contract may be sent by any means resulting in the receipt of a written communication in permanent form and, if so sent to the registered address of the party or such other address as a party may have given for this purpose, shall be deemed received on the day when in the ordinary course of the means of despatch it would first be received by the addressee in normal business hours.

14.0 Severability/Waiver

If any provision of this Contract is declared unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity
and enforceability of the remaining provisions. No waiver of any contractual right will be effective unless in writing by an authorised representative of the waiving party. No waiver of a contractual right will be deemed a waiver of any future right.

15.0 Assignment

Neither party shall assign, sub-let, or transfer this Contract in whole or in part to any third party without the other party’s written consent, which shall not be unreasonably withheld or delayed. We may, however, sub-contract our duties to our group subsidiary companies, approved agents, partners, associates or qualified subcontractors but we will remain at all times responsible to you for their performance.

16.0 Relationship

Nothing in this Contract shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Contract or create any agency between the parties.

17.0 Force Majeure

Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Contract that is caused by or arising out of any strike by employees, lock-up, trade dispute, enemy action, act of terrorism, rioting, civil commotion/disturbance, fire, force majeure, act of God or other similar contingency beyond the control of either of them.

18.0 General

A person who is not a party to these Terms of Business shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any of these Terms of Business. This shall not affect any right or remedy of a third party that exists or is available apart from that Act.

The rights and remedies of a party under this Contract do not exclude any other right or remedy provided by law.

Except as expressly provided in these Terms of Business, no provision of these Terms of Business shall confer any right on any third party. To the fullest extent permitted by applicable law, the parties hereby exclude any such right (including any such right arising under statute).

19.0 Law/Jurisdiction

The construction, interpretation and performance of this Contract shall be governed by the Laws of England and the jurisdiction of the English Courts. All disputes concerning this Contract shall be resolved by the parties. Failing such agreement, any outstanding dispute or difference shall be resolved by the Courts of England and Wales.

Version 2.0
August 2009