WSABI TERMS OF BUSINESS

Reviewed and updated: 14 November 2017

These are the general terms of business relating to the ordering and purchase, or supply of, credits, Reports, profiles or other digital materials from the WSABI^® website.

This website www.wsabi.co.uk (“our site”, “this website”) is owned and administered by Accretis Ltd (“us”, “we”); a limited company registered in England and Wales under company number 7833321 with the registered office and main trading address at:

The Raylor Centre, James Street, York, YO10 3DW, England

WSABI^® is the registered trademark of Accretis Ltd.

These Terms of Business govern the use of the e-commence facility within the password protected “My Account” area, of this website, to obtain, via the use of purchased credits, WSABI^® Reports and other digital materials. To use this facility users must be registered as account holders. By registering as an account holder you agree to be bound by these Terms of Business (these Conditions) and all other terms and policies published on this website governing the use of this website and WSABI^® Reports. These terms and policies are listed and can be accessed from this website page: [terms & policies]

In the event of any conflict between these Terms of Business (as displayed on this website) and those elsewhere, these Terms of Business (as displayed on this website) shall prevail.

We reserve the right to change these Terms of Business at any time without prior notice to you, so please check them regularly. Any new features that improve or supplement WSABI^®, including the release of new material and/or functionality, shall be subject to these Terms of Business and continued use of this website after their introduction shall constitute acceptance.

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

1. Definition

Seller: means Accretis Ltd (“us”, “we”); a limited company registered in England and Wales under company number 7833321 with the registered office and main trading address at:

The Raylor Centre, James Street, York, YO10 3DW, England

Buyer: the person or entity who buys or agrees to buy credits for use by themselves or for use by other Account Holders (subject to written agreement of the seller).

Account Holder: the person who has registered to use this website in order to procure WSABI^® Reports or other materials.

Credits: means any pre-paid credits purchased by the Buyer from, or issued by the Seller to enable the Account Holder to request access to questionnaires and receive Reports and or other materials that may be made available.

Force Majeure Event: means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage (including but not limited to denial of service attacks and unauthorised alteration of any code or content of this website), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Buyer’s order for the supply of Credits or the Account Holder’s order for WSABI^® Reports or other materials, as set out or generated by the this website or the Buyer’s written acceptance of the Seller’s quotation as the case may be.

Reports: Documents or files that are generated as a result of a respondent completing a questionnaire. Reports may variously be titled as Reports or profiles.

Respondents: People to whom the Account Holder has requested links to the WSABI^® questionnaire to be sent.

These Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Credits, and between the Seller and the Account Holder for the provision of WSABI^® Reports or other materials, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Credits shall be deemed to be an offer by the Buyer to purchase Credits from the Seller pursuant to these Conditions.

2.3 Ordering Credits, requesting links to questionnaires for named respondents, downloading of Reports or other ordered materials shall be deemed to be conclusive evidence of the Buyer’s and Account Holder’s acceptance of these Conditions.

2.4 You may not make use of any information (including data and personal data) collected as a result of the use of this website to create products for commercial sale or other commercial exploitation.

2.5 These Conditions may not be varied except by the written agreement of a director of the Seller.

2.6 These Conditions supersede any other conditions previously issued.

3. Price

3.1 The Price shall be the price displayed in the “Checkout” screen of this website when the order is placed, or provided in a written quotation by the Seller.

3.2 The Seller may vary the Price at any time without giving prior notice. The Price quoted on any order does not imply that the price of any subsequent order shall be the same.

3.3 Regardless of the location of the Buyer, all sales are deemed to have been made in the UK. As such the Seller is required to add VAT to the price at the prevailing standard UK rate applicable to all goods and services that are not exempt or zero-rated at the time the order is placed.

4. Ordering Credits, Payment, Interest and Recovery of Costs

4.1 When the Buyer confirms the request for credits or “credit bundles” in the “Checkout” screen, or by acceptance of the Seller’s written quotation, an order for the number of credits itemised at the stated price has been placed.

4.2 Orders for credits can be cancelled by the Buyer after confirmation but before payment is made by notifying the Seller in writing.

4.3 Purchased Credits are non-refundable unless the Buyer can prove that the order was placed fraudulently or where the Seller fails to supply ordered Reports or other materials for which the specific credits have been applied, within a reasonable time of that order being accepted, and such failure is not caused by a Force Majeure event and the Account Manager has met all their obligations (clauses 6 and 7), is not in breach of any other Conditions and has not had their account downgraded, suspended, closed, cancelled or terminated.

4.3 An order may be refused by us (the Seller) if we have reasonable grounds to believe that it has not been placed by a bona fide Buyer or if the Buyer is or has been in breach of any of these Conditions.

4.4 Payment of the Price and VAT shall be due within 14 days of the date of the Seller’s invoice or acknowledgement of acceptance of the order.

4.5 The Seller reserves the right to charge interest on all outstanding invoices on any amount payable to it from the due date until the date of payment under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.

4.6 The Seller accepts payment by credit or debit card (using the online facility only) or by BACS or Faster Payments bank transfer within the UK. The Seller may reject or accept other forms of payment at its discretion. Where other forms of payment are accepted, handling and administration charges may be applied. The Buyer agrees to pay all additional fees and charges that may be levied by the Seller by virtue of accepting other forms of financial transaction. Examples of transactions and payments which may incur additional fees and charges are (but not limited to) international bank transfers, CHAPS and payment by cheque or by cash.

4.7 The Seller reserves the right to reduce the number of Credits provided to, or made available for use by the Buyer or associated Account Holder, in lieu of interest owed, non-payment of additional charges and fees or recovery of costs incurred.

4.8 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

4.9 Payment must be in pounds sterling (GBP) only.

5. Use of Credits

5.1 Once purchased and allocated to an account, Credits are not transferable and must be used by that Account Holder for procurement of WSABI^® Reports or other materials that may be made available.

5.2 There is no time limit for using credits however if an account is closed, cancelled or terminated all remaining credits will be deleted and no refund will be offered.

5.3 The number of credits required to order any Report or other materials is shown in the account area. We reserve the right to change the number of credits required to order any Report or other materials without giving prior notice. Where there is any discrepancy between the number of credits required for any purpose displayed within the account area and elsewhere on this website, the figure shown in the account area at the point of ordering is the correct figure.

5.4 If a respondent fails to complete their WSABI^® questionnaire, the Account Holder can delete that respondent from their “projects”. The credits that had been allocated to order Reports on that deleted respondent then become re-available for use by the Account Holder.

6. Ordering and Supply of WSABI^® Reports

6.1 To order any WSABI^® Reports the Account Holder must supply correct contact details for the Respondent . It is the Account Holder’s responsibility to ensure that they have the respondent’s permission to enter their details into the form provided in this website and that the details have been entered correctly.

6.2 By supplying Respondent details the Account Holder is deemed to have agreed to our:

In the event that an Account Holder fails to comply with these or any of them, we reserve the right to refuse or suspend access to their account area or to terminate any agreement or subscription that may be in place to purchase credits for use by the Account Holder.

6.3 The Seller does not accept any order for the supply of any WSABI^® Reports until the appropriate number of credits have been purchased and applied by the Account Holder to that order. The Account Holder must select at least one Report type in the “Edit Respondent” screen/web page and apply the correct number of credits before the questionnaire link will be emailed to the Respondent.

6.4 No order for the supply of any WSABI^® Reports can be completed until the Respondent has completed the WSABI^® questionnaire. It is the Account Holder’s responsibility to ensure that the Respondent has received the emailed link to their questionnaire and that they complete the WSABI^® questionnaire.

6.5 At the point where credits have been applied to an order this order is accepted by the Seller. Once accepted the order cannot be rescinded by the buyer nor can the Report/profile selection be changed (e.g. from an Attributes Profile to Leadership Profile) nor can an Attributes Profile type be downgraded (e.g. from Comprehensive Attributes Profile to Augmented Attributes Profile). However additional Reports can be added and/or an order for an Attributes Profile can be upgraded (e.g. from “Standard” to “Augmented” or “Comprehensive”) by applying the required additional credits.

6.6 The seller seeks to continually improve the quality, accuracy and validity of all Reports. Specifications and content of Reports may change without notice. It is the Account Holder’s responsibility to download their ordered Reports as soon as they are available and to check if new versions are available during the period that Reports remain valid.

6.7 Reports must not be used or referred to after their expiry date, if the respondent rescinds their permission for their data or Reports to be used or if they notify the Account Holder, by any means, that their circumstances have changed, thus rendering existing Reports invalid.

6.8 If new Reports are required for a respondent after the expiry date or if they cease to be valid, a new order must be placed, the respondent’s details must be added as a “New Respondent” and the Respondent must complete a new questionnaire by accessing the new questionnaire link.

7. Account Holder Obligations

7.1 The Account Holder shall ensure that all information and details entered in forms or orders are complete and accurate and that any errors are corrected as soon as reasonably possible.

7.2 The Account Holder shall co-operate with the Seller in all matters relating to their use of this website and provide such information and/or take such action as reasonably required by the Seller to rectify any errors or faults.

7.3 Once the Reports are available to download, the Account Holder warrants that all people that he/she supplies copies to, agree to and are bound by these conditions and all other terms relating to their use as mentioned in clause 6.2, and that he/she agrees to accept full responsibility and indemnify the Seller against any action that might result from the misuse of the information supplied including, but not limited to, breach of data protection, employment, discrimination, slander and libel laws.

7.4 The Account Holder shall further indemnify the Seller in respect of any claims brought by a Respondent or client of the Account Holder against us or our licensors in relation to the use of Reports, other materials or other information or data collected as a result of the use of this website.

7.5 The Account Holder must ensure that Reports and other materials are only used in accordance with all applicable laws and regulations, and in compliance with these Conditions and all requirements of other terms and policies as itemised in clause 6.2. Links to all these terms and policies are listed and can be accessed from this website page: Privacy Terms and Policies

7.6 The Account Holder understands and acknowledges that in order to access and view the contents of Reports and other materials, and for respondents to complete the questionnaire, certain technical requirements relating to hardware and software will need to be met. It is the Account Holder’s responsibility to ensure that these requirements are met. Further details can be supplied on request.

7.7 Where the Account Holder transfers data or uses Reports or other materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, the Account Holder shall be solely responsible and liable for such use and shall hold harmless and indemnify the Seller in respect of any loss or claim by a third party against the Seller arising from such. Further, in the event that the Account Holder has failed to ensure that any Reports or other materials may be legitimately used within a particular jurisdiction and subsequently orders or provides Reports or other materials for use in that jurisdiction, the Account Holder shall be liable for the costs thereof, and the Seller shall bear no responsibility or liability for the reimbursement of any associated costs.

7.8 If the Account Holder uses customisation facilities available on this website to apply different branding to the Reports or other materials, the Account Holder shall ensure that it possesses all necessary intellectual property rights or permissions and that any changes are lawful, appropriate and related to the subject matter. The Seller shall have no responsibility or liability in relation to any such customisation, including any infringement of third party intellectual property rights, misuse, or unlawful or inappropriate content.

8. Downgrading, Suspension, Cancellation and Termination of Accounts

8.1 The Seller reserves the right to downgrade, suspend or cancel the Account Holder’s account on this website and terminate any contract between the Seller and the Account Holder or between the Seller and the Buyer as a result of a breach of these Conditions or any of the terms and policies listed in Clause 6.2.

8.2 Where the Account Holder is an employee of the Buyer, the Buyer has the right to request the cancellation of the Account Holder’s access to their existing account when they leave the employment of the Buyer.

9. Warranties; Liability and Limitations

9.1 The Seller warrants that it has the right to make WSABI^® services available to customers and undertakes to endeavour to ensure that this website is available and updated as reasonably necessary.

9.2 The foregoing warranty is the only warranty of any kind, express or implied, given by the Seller in relation to use of this website, Reports or other materials. These are provided “as is” and on an “as available” basis and we make no warranty, express or implied, other than as expressly set out herein. Further, except as expressly set out in these Conditions, the Seller excludes to the fullest extent permitted by law all warranties, representations, terms, conditions and undertakings, whether implied by statute, common law, custom, trade usage, course of dealing or otherwise. The Seller expressly makes no other warranties, either express or implied, as to the accuracy, completeness, currency, performance, fitness for particular purpose including no warranty that this website will operate in a timely manner, without interruption or delay or be error- or virus-free or that any defects can or will be corrected. Furthermore, without limitation, the Seller does not warrant, guarantee, or make any representation regarding the use of the results of questionnaires, the use of Reports or other materials or other documentation and website content in terms of their correctness, accuracy, reliability, meeting of Account Holder, Respondent or Buyer requirements, or otherwise.

9.3 Our liability arising under or as a result of the provision or use of this website, Reports or other materials, whether in contract, tort, breach of statutory duty or otherwise, will be limited to replacement of faulty Reports or other materials.

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

9.5 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Conditions or the use of this website, website content, the WSABI^® Questionnaire, Reports or other materials.

9.6 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure event.

9.6 If, in spite of provisions in these Conditions which purport to exclude or limit the Seller’s liability, the Seller is found liable, then the Seller’s liability, for breach of contract, in tort (including negligence) or otherwise, shall be limited to the sums paid for the specific Credits in connection with which such liability arises.

10. Intellectual Property

10.1 Your use of this website, the Reports or other materials gives you, or any third party who is in receipt of a copy of the Reports or other materials, no rights in or to, other than the license to use, the intellectual property in this website, the Reports or other materials.

10.2 No trademark or proprietary notice, including any copyright or trademark notices, shall be removed from any version or copy of the Reports or other materials.

10.3 Neither Buyers, Account Holders, Respondents nor other users shall be permitted to modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on this website, the WSABI^® questionnaire, WSABI^® Reports, other materials or any copyrighted content.

11. General

11.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax, or e-mail. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.

11.3 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.4 Nothing in these Conditions or the Contract is intended to confer any benefit on any third party. A person who is not a party to this Contract shall not have any rights to enforce its terms.

11.5 Nothing in this Contract, or in the licence to use the Reports or other materials, is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

11.6 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

11.7 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.

11.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).