Terms & Conditions
i3 Profile Reports Terms and Conditions
- The following terms and conditions apply to on-line assessments conducted by i3 Profiling Limited and the i3 Profile reports which are produced as a result of such assessments.
- Please read these terms and conditions carefully. If you do not accept these terms and conditions then you should not proceed with the i3 Profiling assessment. By proceeding with the i3 Profiling assessment you agree that you have read and accepted these terms and conditions.
- We reserve the right to amend these terms and conditions at any time and you should, therefore, re-read these terms and conditions on each occasion when you want to take an i3 Profiling assessment.
- We are the owner of the i3 Profiling system and of all intellectual property rights in it. You may use the i3 Profiling system only for the purposes of undertaking an assessment and the use by you and by the party which has entered into a contract with us of the i3 Profiling report which is generated as a result of the assessment for your personal purposes and the business purposes of the party which has entered into a contract with us for the production of the report.
- Save to the extent expressly approved by us you may not copy, reproduce, share with or disclose to any third party the contents of the i3 Profiling system or the i3 Profiling report which is generated.
- The i3 Profiling report is intended to provide general information and guidance to assist with decision making concerning your career, employment or other personnel issues. By undertaking the assessment you expressly agree that the party which has entered into a contract with us for the preparation of the i3 Profiling report may use the report for the purposes which they have made known to you.
- You further agree that the i3 Profiling report should not be the sole basis on which decisions relating to employment, career or personnel issues are decided and is only one source of information on which such decisions should be based.
- Accordingly, i3 cannot be responsible or liable to you for any use which is made of the i3 Profiling report and, in particular, for any decision which is made based on the contents of the report.
- In order to undertake the i3 Profiling assessment you are required to give us certain personal information. We use this information for the purpose of verifying that the i3 Profiling assessment is being undertaken by the correct person, for use in the preparation of the i3 Profiling report and to inform the party which has entered into a contract with us.
- You agree that we may share the contents of the i3 Profiling report and your personal information with the party which has asked us to prepare the report. You further agree that we may use the responses which you give in an anonymous format for survey and research purposes. The results of assessments and the analysis of them may be published in an aggregated form but no personally identifiable data or responses will be made public in any of our reports.
Subject to the above, we do not share any personal information with any third parties. The security of your personal information is important to us and the on-line assessment website has security measures in place to protect the loss, misuse or alteration of personal information which is under our control.
Terms and Conditions of Services
1.1. Definitions. In these Conditions, the following definitions apply:
"Business Day" - a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Charges" - the charges payable by the Customer for the supply of the Services in accordance with clause 6.
"Commencement Date" - has the meaning set out in clause 2.2.
"Conditions" - these terms and conditions as amended from time to time in accordance with clause 12.8.
"Contract" - the contract between i3 and the Customer for the supply of Services in accordance with these Conditions.
"Customer" - the person or firm who purchases Services from i3.
"Deliverables" - the deliverables set out in the Order produced by i3 for the Customer.
"i3" - I3 Profiling Limited whose registered office is at 1st Business Centre, Industry Road, Newcastle upon Tyne NE6 5XB (CRN 07181636)
"Intellectual Property Rights" - all patents, rights to inventions, utility models, copyright and related rights, 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, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Order" - the Customer's order for Services as set out in the order form [set out overleaf/to which these conditions are attached].
"Services" the services, including the Deliverables, supplied by i3 to the Customer as set out in the Specification set out in the Order.
"Specification" the description or specification of the Services provided in writing by i3 to the Customer and set out in the Order.
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to writing or written includes faxes [and e-mails].
2. Basis of contract
2.1. The Order constitutes an offer by the Customer to purchase the Services which it has selected in the Order in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when i3 issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of i3 which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by i3, and any descriptions or illustrations contained in i3's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by i3 shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7. The basis upon which individuals undertake and obtain i3 profile reports is detailed in the i3 profile report terms and conditions [located at www.i3profiling.com/terms]
3. Supply of Services
3.1. I3 shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2. I3 shall use all reasonable endeavours to meet any performance dates specified in the Specification but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. I3 shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and i3 shall notify the Customer in any such event.
3.4. I3 warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Use of Services and i3 Profile Reports
4.1. the Customer may use the Deliverables only for its own internal purposes and make such copies of the Deliverables as are needed for such use. In doing so, the Customer shall ensure that all copyright and other notices contained in the Deliverables are retained and not amended;
4.2. the Customer may not adapt, translate, modify, reproduce or copy the Deliverables or any software or computer programmes used in connection with the Deliverables;
4.3. the Customer grants i3 the right and license to use, copy and extract data from i3 profile reports which are created as part of the Services for its own business purposes, including in the compilation of statistical data, reports and research.
5. Customer's obligations
5.1. The Customer shall:
5.1.1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
5.1.2. co-operate with i3 in all matters relating to the Services;
5.1.3. provide i3, its employees, agents, consultants and subcontractors, with access to the Customer's personnel, premises, office accommodation and other facilities as reasonably required by i3;
5.1.4. provide i3 with such information and materials as i3 may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.5. perform any other obligations which are its responsibility as stated in the Specification.
5.2. If i3's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
5.2.1. i3 shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays i3's performance of any of its obligations;
5.2.2. i3 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from i3's failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3. the Customer shall reimburse i3 on written demand for any costs or losses sustained or incurred by i3 arising directly or indirectly from the Customer Default.
6. Charges and payment
6.1. The Charges for the Services shall be as set out in the Order:
6.1.1. the Charges shall be calculated in accordance with i3's standard daily fee rates applicable at the date of the Order;
6.1.2. i3's standard daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
6.1.3. i3 shall be entitled to charge an overtime rate of 150% per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 6.1.2; and
6.1.4. i3 shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom i3 engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by i3 for the performance of the Services, and for the cost of any materials.
6.2. I3 reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. I3 will give the Customer written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify i3 in writing within 4 weeks of the date of i3's notice and i3 shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks' written notice to the Customer.
6.3. I3 shall invoice the Customer on commencement of the Services or monthly in arrears, depending on the type of Services concerned.
6.4. The Customer shall pay each invoice submitted by i3:
6.4.1. within 28 days of the date of the invoice; and
6.4.2. in full and in cleared funds to a bank account nominated in writing by i3, and time for payment shall be of the essence of the Contract.
6.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by i3 to the Customer, the Customer shall, on receipt of a valid VAT invoice from i3, pay to i3 such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6. Without limiting any other right or remedy of i3, if the Customer fails to make any payment due to i3 under the Contract by the due date for payment (Due Date), i3 shall have the right to charge interest on the overdue amount at the rate of 4%per cent per annum above the then current Barclays Bank Plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.7. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against i3 in order to justify withholding payment of any such amount in whole or in part. I3 may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by i3 to the Customer.
7. Intellectual property rights
7.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by i3.
7.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on i3 obtaining a written licence from the relevant licensor on such terms as will entitle i3 to license such rights to the Customer.
7.3. Except as expressly stated in these Conditions no licence to use the Services or the Deliverables is granted by i3 to the Customer.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.
9. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1. Nothing in these Conditions shall limit or exclude i3's liability for:
9.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2. fraud or fraudulent misrepresentation; or
9.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2. Subject to clause 9.1:
9.2.1. i3 shall under no circumstances whatever be liable to the Customer, 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 the Contract; and
9.2.2. i3's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the Charges paid by the Customer to i3 in any 12 month period.
9.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4. The Customer acknowledges that the i3 profile reports are intended to provide general information and guidance to assist with the Customer's decision making only. The i3 profile reports are not intended to be the sole basis upon which decisions are made by the Customer, including those relating to recruitment or suitability for particular job roles. i3 accepts no liability to the Customer or any third party for any decisions made based on the contents of an i3 profile report or for any claims made against the Customer by the subject of the i3 profile report or any third party based upon the contents or recommendations in the report.
9.5. This clause 9 shall survive termination of the Contract.
10.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.1.1. [the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
10.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
10.1.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.4. the other party (being an individual) is the subject of a bankruptcy petition or order;
10.1.5. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
10.1.6. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.2. Without limiting its other rights or remedies, i3 may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3. Without limiting its other rights or remedies, i3 shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and i3 if the Customer becomes subject to any of the events listed in clauses 9.1.2 to 9.1.6, or i3 reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11. Consequences of termination
On termination of the Contract for any reason:
11.1.1. the Customer shall immediately pay to i3 all of i3's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, i3 shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.1.2. the Customer shall return all and any Deliverables which have not been fully paid for. If the Customer fails to do so, then i3 may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
11.1.3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
11.1.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1. Force majeure:
12.1.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of i3 including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of i3 or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.1.2. I3 shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.1.3. If the Force Majeure Event prevents i3 from providing any of the Services for more than four weeks, i3 shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
12.2. Assignment and subcontracting:
12.2.1. I3 may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
12.2.2. The Customer shall not, without the prior written consent of i3, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.3.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
12.3.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
12.3.3. This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
12.4.1. A waiver of any right under the Contract 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.4.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.5.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.5.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.6. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.7. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.8. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by i3.12.9. Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
i3 makes no warranties, representation, statements or guarantees (whether express, implied in law or residual) regarding the website, the information contained on the website, nor either your or your company's personal information or material and information transmitted over our system.
We take pride in the quality of our Products and Services. If you establish to our reasonable satisfaction that there is a defect in the materials or workmanship of our Products or that our Services have not been performed with reasonable care and skill in accordance with good industry practice, then we shall at our sole discretion and within a reasonable time perform the following (“Warranty”):
(a) repair or make good such defect in such Products free of charge to you;
(b) replace such Products or re-perform such Services; or
(c) issue a credit note to you for the whole or part of the price of such Products or Services as appropriate.
Our Warranty does not apply unless you notify us in writing of the alleged defect within 7 days of the time when you discover or ought to have discovered the defect and in any event within 6 months of the date of delivery of our Products or 1 month of the date of our performance of Services. Our Warranty also does not apply:
(a) in respect of any defect arising from your negligence, abnormal working conditions, misuse or alteration of our Products without our approval; or
(b) if the total price for our Products or Services has not been paid by the due date for payment.