Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's acceptance of these Terms and Conditions by through a confirmation box on the registration form before providing any such services to the Customer.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an online account enabling a Customer to access and use the Hosted Services including both administrator accounts and user accounts;
"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
“Annual Fee” means an upfront payment for an account type allowing the customer to obtain access to alternative prices on test credits. For the avoidance of doubt, any account will revert to a basic package one year after the payment of the Annual Fee unless the Account is renewed through payment of an additional Annual Fee.
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT on a Business Day;
"Candidate" means the person who will complete tests through the Hosted Services as invited by the Customer;
"Candidate Account" means an account enabling a Candidate to access and use the Hosted Services as invited by the Customer under the terms of this agreement;
"Charges" means the following amounts:
"Customer" means the person or entity entering into this agreement through the creation of an Account using the registration form on the Providers website;
"Customer Confidential Information" means any information disclosed by the Customer to the Provider during the Term of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by or on behalf of the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer. For the avoidance of doubt, this also included information and tests results relating to any Candidate invited by or on behalf of the Customer;
"Documentation" means any documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date upon which the Provider sends to the Customer a registration confirmation, following the Customer completing and submitting the Registration Form on the Provider's website or the date a hard-copy order form is signed;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the RoundedPeople.com or RoundedPeople.co.uk platform, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions, for the avoidance of doubt, this also includes those areas access by a Candidate Account;
"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out below:
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services;
"Provider" means RoundedPeople, a trading name of Aptitude Exercises, a partnership established under the laws of England and Wales;
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Registration Form" means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Test credits” means units purchased for use within the Hosted Services. Where test credits are purchased for an account, a single test credit will be deducted for each test to which a Candidate is invited. For the avoidance of doubt, this is taken to be the time at which a unique ‘key’ is generated for that Candidate in the Customer Account.
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16.
2.3 Unless the parties expressly agree otherwise in writing, each registration using the Registration Form shall create a distinct contract under these Terms and Conditions.
3.1 The Provider shall ensure that the Platform will, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive, licence to use the Hosted Services by means of a Supported Web Browser during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 on the condition that the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; and
3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).
3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.10 The Customer must not use the Hosted Services:
3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, before, during or after the Term.
3.12 The Provider may suspend the provision of the Hosted Services and other services provided under these terms and conditions if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ notice by email, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
4.2 The Provider shall where practicable give to the Customer at least 10 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of these Terms and Conditions.
4.3 The Provider shall give to the Customer prior written notice of the application of an Upgrade to the Platform.
5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall make available to the Customer a helpdesk (in the form of an email address, contact form or ticket system) in accordance with the provisions of this main body of these Terms and Conditions.
6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.
6.2 The Customer warrants to the Provider that the use of the Customer Data by the Provider in accordance with the Agreement will not:
in each case in any jurisdiction and under any applicable law.
6.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
7.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 8.2.
8.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes.
8.4 The Provider may elect to vary any element of the Charges by giving to written notice of the variation to the customer at the renewal of this agreement.
9.1 The Customer shall use the Test Credit method for administering online tests using the Hosted services unless otherwise agreed in writing.
9.2 Where an Annual Fee is paid to secure a reduced credit price or account upgrade, the Customer must pay the appropriate Annual Fee in all cases before the commencement of the period to which the Customer will be entitled to the reduced rate or upgraded account services. The annual fee is non-refundable.
9.3 The Customer must pay the Charges by Paypal (please refer to the Paypal user agreement) using the cart system provided on the Providers website (using such payment details as are notified by the Provider to the Customer from time to time).
9.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
10.1 The Provider must:
10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
10.5 The provisions of this Clause 10 shall continue in force indefinitely following the termination of the Agreement.
11.1 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with these Terms and Conditions, and that the processing of that Personal Data by the Provider for the operation of the Hosted Service in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).
11.2 To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:
11.3 The Customer authorises the use of data in an anonymised format for validation and benchmarking purposes within the provisions of clause 6.
11.4 The Customer authorises the use of third-party email providers to handle any email invitations sent using the Hosted Service.
12.1 The Provider warrants to the Customer that the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
12.2 The Provider warrants to the Customer that:
12.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
12.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:
12.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.
12.7 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs. As such the Customer shall allow the Provider a reasonable period of time to resolve any issues prior to disputing under the terms of this agreement.
13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
13.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy, taxation advice or advice in relation to recruitment decisions under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
13.5 The Customer acknowledges that the Provider makes no warranties regarding the suitability, quality, reliability, availability or accuracy of any products, services or information made available through the hosted service or that the hosted service is suitable for the Customer’s requirements.
13.6 The Customer acknowledges that the provider cannot be held responsible for any unauthorised access to the Customers’ Account or access to the Customers Data (confidential or otherwise) where the Customer has not maintained controls (over access to log in details or internal governance) sufficiently, for example through the use of a weak password, allowing others to access the Account or otherwise.
13.7 The Customer acknowledges that it is the Customer’s responsibility to maintain the contact details stored in the Account and that the Provider cannot be held responsible for any losses or damages (subject to Clause 14.1) arising due to delays or problems accessing the Hosted Service due to incorrect or out-of-date contact details.
14.1 Nothing in the Agreement will:
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in the Agreement:
14.3 Neither party shall be liable to the other party in respect of the following:
14.10 The liability of each party to the other under the Agreement in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
14.11 The Provider does not guarantee the accuracy of the information or analysis contained in the Hosted Services. Furthermore, the Provider is not engaged in rendering legal, accounting, recruitment or any other professional services. The Hosted Services are intended to compare candidates and any interpretation of the information provided to the Customer is at the Customers risk. The Provider specifically disclaims liability for any damages, claims or losses that may arise from
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
15.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1 Either party may terminate the Agreement by giving to the other party written notice of termination.
16.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
16.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
17.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 9, 10, 14, 17, 20 and 21.
17.2 The termination of the Agreement shall not affect the accrued rights of either party.
17.3 Within 30 days following the termination of the Agreement for any reason:
without prejudice to the parties' other legal rights.
18.1 Any notice from one party to the other party under these Terms and Conditions must be given by email or through the contact form / ticket system provided in the Customers’ Account.
18.2 Providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.3 The Provider's email address for notices under this Clause 18 is firstname.lastname@example.org.
18.4 The contact details set out in Clause 18.3 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.
18.5 The Customer must ensure that the contact details stored in the Customer Account are up to date.
19.1 The Provider must not subcontract any of its obligations under the Agreement without the prior written consent of the Customer.
19.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
19.3 Notwithstanding any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform or the provision of services in relation to the support and maintenance of elements of the Platform.
20.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
20.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3 The Agreement may be varied by the Provider providing the Customer is notified that the Agreement has been varied. The Customers continued use of the Hosted Services after receipt of such a notice will constitute the Customer’s acceptance of the varied Agreement.
20.4 The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time or to a third party. The Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.
20.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
20.6 Subject to Clause 14.1, the Registration Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the Hosted Services, and shall supersede all previous agreements, arrangements and understandings between the parties.
20.7 The Agreement shall be governed by and construed in accordance with English law.
20.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
21.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
21.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
21.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
1.2 References in this Policy to "you" are to any customer for the Services and any individual user or Candidate accessing of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Aptitude Exercises and associated websites (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services or by agreeing to this Policy, you warrant and represent to us that you are at least 18 years of age.
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
2.3 You must ensure that all Content complies with the provisions of this Policy.
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.
4.2 Content must not depict violence.
4.3 Content must not be pornographic or sexually explicit.
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true.
6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
8.1 You must not use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.
9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
10.1 You acknowledge that we may actively monitor the Content and the use of the Services.
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
13.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.