These Terms contains the global terms of the relationship between us and you. The terms cover any transactions where we provide Services to you. The specific Statement of Work of any Request by you will be contained in an Order that will incorporate these Terms. The Order will prevail if there is a conflict of meaning with these Terms. Nothing in these Terms obligates any party to enter into any Order.
The Agreement commences on the date of signature by us in these Terms and continues until terminated. Each Order shall be effective from the Effective Date indicated therein and shall exist for the duration stipulated in such Order. No payment obligation or obligation to provide Services shall arise between the parties in the absence of an Order.
Subject to clause 7.3, no Request made by the Client shall be deemed an Order until we have provided you with a Proposal which you accept or (if earlier) we deliver the Services to you on which date these Terms takes effect. You are responsible for ensuring that any purchase orders or other internal requirements of the Client are processed prior to accepting a Proposal or making a Request. We may require evidence that such requirements have been fulfilled prior to executing an Order. The accepted Proposal constitutes an Order.
The marketing of Services by us is merely an invitation to do business or for you to request Services. The parties only conclude a valid and binding Order once we have provided you with a Proposal which you have accepted. We may accept or reject any Request.
You will be deemed to have placed an Order in regard to Services when you start consuming any Services you have requisitioned automatically from the control panel of our Online Assessment System, it being agreed that each click of a button to requisition a Service may constitute a billable event.
We will confirm the Fees for any Services when we provide you with a Proposal. If any Fees are incorrect, we will notify you and shall provide you with an opportunity to confirm in writing that you are proceeding with the Order.
The parties conclude any Order at the time when your duly authorised representative accepts the relevant Proposal and at the place where you have your head office.
Each Order will create a separate contract. We may consider the breach of any one Order to constitute a breach of any or all other Orders.
A Proposal will be deemed accepted by you and an Order constituted when:
If there is a conflict of meaning between these Terms and any Order, the Order will prevail in respect of your use of the relevant Services.
The descriptions of the Services are set out in our Proposal and/or Statement of Work. All drawings, descriptive matter, specifications and advertising issued by us, published in marketing material, Websites or other applicable literature are for the sole purpose of giving an approximate idea of the Services described in them (“publications”). Such publications shall not form part of these Terms.
We shall deliver the Services to/at the location set out in the Order at any time after we notify you that the Services are ready for delivery.
We shall not be liable for any delay in delivery of the Services if such delay is caused by an event beyond its control ("Force Majeure event") or your failure to provide us with any instructions that are relevant to the supply of the Services.
Provision of web-based electronic assessment Services provided by us will be subject to Service Levels as set out in these Terms or any specific Order.
Unless otherwise agreed by us in writing, the Fee for the Services shall be those set out in our current price list or in the Proposal, valid as at the date of the Proposal and 30 days thereafter.
The fee for the Services shall be exclusive of any costs or charges relating to postage, packaging, insurance, transport, travelling expenses and/or any applicable import and/or export duties which shall be paid for by you, provided that we have obtained your prior written approval before incurring such costs and/or charges.
Any Fees or rates quoted or estimated are exclusive of any applicable country specific fees, duties, sales, or similar taxes.
All sums due under these Terms or any specific Order shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If you deduct an amount in respect of taxes that you are obliged to withhold by law, it is your responsibility to declare said amounts before making a Request or accept a Proposal. This amount shall remain payable by you to us until you provided a certificate of the local tax authority as evidence to us that you have paid the amount of the withholding to the respective Tax or other Government authority.
You will be liable for and pay the undisputed fees specified in the Order and any additional agreed Fees promptly on the due date, without any deduction, set off or demand and free of exchange in the currency specified in the Order.
You must make payment in the manner agreed in an Order.
if you dispute one or more Fees in an invoice, you must notify us, in writing, within 14 (fourteen) days of receipt of the relevant invoice. The notice must specify the particular disputed fees and the reason for disputing such fees. If you have not already done so, you must pay the undisputed portion of the invoice by the applicable due date. The parties will seek to resolve any invoicing dispute promptly and in good faith. If the parties are unable to resolve an invoicing dispute, the dispute shall then be resolved in terms of the dispute resolution provisions of these Terms.
Any additional surcharges and penalties specified will apply to any payment received after the due date to cover collection fees and additional administration costs. You must pay the surcharges and penalties to us on-demand. We may halt the provision of any Services until you have paid all undisputed amounts that are due. Unless we otherwise agree in writing, payment for our Services is due without any deduction (including withholding tax), within 30 days after the invoice date. In the event of late or non-payment, after 60 days we will automatically charge you default interest at a local rate of repo plus 3.5% per month year from the due date for payment until the date on which payment is made. If no payment is received after 90 days, we have the right to suspend our Service until the full outstanding amount is settled.
We may appropriate any payment received from you towards the payment of any outstanding undisputed Fees that has become due to us under these Terms.
You may not withhold payment of any undisputed amount due to us for any reason.
A certificate, signed by an accountant appointed by us, of the amount due by you and the date on which it is payable will be prima facie proof of the correctness of the certificate’s contents.
All Fees exclude any tax, which will be payable where applicable by you in addition to the Fees.
If we suspend the Service due to a material breach by you and after we have provided you with a reasonable opportunity to remedy such breach and you have failed to remedy the breach, you will pay to us the costs incurred by us (including redeployment, travel and associated expenses) in remobilising our employees related to the Order and recommencing of the Services at a later time.
Each Registered User must provide their full legal name, a valid email address, and any other information requested by us to complete the registration process. We will treat all such information in accordance with our Privacy Policy.
Only Registered Users may access the service by using the credentials issued to them.
Each Registered User agrees:
The Administrator agrees:
Each Registered User is responsible and liable for activities that occur under their account. You are liable for all actions carried out on the Website by your Registered Users. You authorise us to act on any instruction given by a Registered User, even if it transpires that someone else has defrauded both us and you, unless you have notified us in writing of the loss of credentials prior to a fraudulent instruction being submitted. We are not liable for any loss or damage suffered by you attributable to a Registered User’s failure to maintain the confidentiality of their credentials.
We shall implement appropriate measures to protect Your Data against the unlawful, unauthorised or accidental destruction, access and/or disclosure of Your Data. Such measures shall be in line with generally accepted information security practices and standards.
We will use all reasonable endeavours to ensure that the web-based electronic assessment services provided to you using our systems are available to you. We provide an intermediate service between you, our Client, and Third-Party Providers. As such, we do not always have full control of system availability or the capability to resolve problems immediately. We provide help desk support during business days and, in good faith, attempt to resolve enquiries.
You consent to us monitoring your use of the Service for security purposes and in order to ensure that the Service is always running and functioning as it should.
We shall use Personal Data relating to Participants using our Assessment Services (whether such information is provided directly by these Participants or by you) in the manner and for the purposes detailed in our Privacy Policy.
Subject to compliance with any applicable legislated retention periods, all applicable legislation, and our Privacy Policy, you may instruct us after termination of the Order to anonymise Your Data and use it for purely statistical purposes.
The parties mutually agree not to disclose or communicate, in any manner, either during or after these Terms, Confidential Information about either Party. The parties acknowledge that this information is material and confidential and that it affects the profitability of both parties.
Each party shall use the other party’s Confidential Information solely in accordance with its performance of its obligations under these Terms.
Each party shall be entitled to make any disclosure required by any applicable laws or by any order of a court or tribunal of competent jurisdiction, provided that the party making the disclosure (i) advises the other party prior to making the disclosure to enable the other party to take whatever steps it deems necessary to protect its interest in this regard; and (ii) only discloses that portion of the Confidential Information which it is legally required to disclose and uses its reasonable endeavors to protect the confidentiality of such Confidential Information to the widest extent possible in the circumstances.
This clause will survive termination of the Agreement.
Any intellectual property rights in our existing Services (Existing Material) or created by us in the course of the execution of an Order (New Material) or otherwise shall remain our sole property.
You shall at all times remain the owner of any property (including Intellectual Property) that you provide to us.
We grant you a limited, non-exclusive, non-transferable right to access the Website upon the Website’s Terms of Use.
We have created, acquired or otherwise obtained rights in Our Technology and despite anything contained in the Agreement, we will own all right, title, and interest in Our Technology.
If we utilise any of Our Technology in connection with our performance under an Oder. Our Technology will remain our property and you will not acquire any right or interest in it.
Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner and we warrant that we have the rights to display such other trademark or trade name on our marketing material.
We will indemnify and defend you against any liabilities, losses, costs and expenses incurred by you in connection with any claims made by a third party that any Service infringes any intellectual property rights, patent, design, copyright, or trade mark and will pay the amount of any resulting adverse final judgment (or settlement to which we consent).
We will not be liable for any claim that arises out of goods or services you select and acquire from third parties, except if we provided such goods or services to you.
We warrant that in relation to the Services:
We warrant further that:
You use our Services at your sole responsibility and risk. We provide the Services on an “as is” and “as available” basis. Except for the warranties given in these Terms and to the extent allowed by law, we expressly disclaim all representations, warranties, or conditions of any kind, whether express or implied, including:
Despite any warranty we give, we will not be liable regards any failure to follow our instructions (whether oral or in writing) or misuse.
You warrant that you have not been induced to enter into these Terms or Orders by any prior representations, warranties or guarantees (whether oral or in writing), except as expressly contained in these Terms or resulting Orders.
You warrant that by entering into these Terms or by placing any Order you are not acting in breach of any contract to which you are a party; and you agree to indemnify, defend, and hold harmless us (and those related to us and our personnel, co-branders or other partners) from and against any claim for damages or legal costs by any third party as a result of the breach of these warranties. If permissible under applicable law, legal costs will be on an attorney and own client basis.
To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, our maximum liability to a you for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid by you to us for the services related to the claim. The aggregate amounts for all claims will not be greater than this maximum amount.
To the extent permitted by applicable law, in no event will we (or our personnel) be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the Agreement.
The limitations contained in this clause will not apply to:
We will not be liable for any loss or damage suffered by you arising out of or in connection with any breach of the Agreement by you or any act, misrepresentation, error or omission made by or on behalf of you or your personnel.
We are not liable for any other deliverable, including website, goods, or service provided by any third party, except if we provided such deliverables to you.
In the event that either party:
then the other party may, without prejudice to any of its rights:
We may immediately suspend your right to use any of the Services and/or Websites in any of the following circumstances:
In the event that we suspend your access to any Services, we will not take any action to intentionally erase any of your data in our possession during the period of suspension.
If we agreed a set monthly fee for Services, then such fees will remain payable during the period of suspension.
We may immediately terminate these Terms or any specific Order at any time by giving you notice in writing if:
On termination, cancellation, or expiry:
On termination, cancellation, or expiry of these Terms, all amounts due to us for Services rendered before termination will become due and payable even if we have not yet invoiced them. You may not withhold the amounts for any reason, unless otherwise instructed as the result of any dispute resolution process.
Following termination, you may take advantage of any post-termination assistance that we may generally make available. We may provide you with post-termination assistance, but we will not be under an obligation to do so. Your right to take advantage of any post termination assistance will depend on your acceptance of and compliance with any additional fees and terms that we may impose for such assistance.
We acknowledge and confirm that no expectation has been created by anyone, by these Terms or any other contract, entitling us or you to expect:
The termination, cancellation, or expiry of these Terms will not affect the enforceability of the terms that are intended to operate after expiry or termination.
Either party can declare a dispute by notifying the other party of such dispute. The parties must refer any dispute to be resolved by:
Each party must make sure that their chosen representatives meet within 10 business days of notification of the dispute, to negotiate and try to end the dispute by written agreement within 15 more business days.
If negotiation fails, the parties must refer the dispute to mediation under AFSA’s rules.
If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision). under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Pretoria South Africa. The parties will agree and appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.
The parties may agree in writing to change the periods for negotiation or mediation.
This clause will not stop a party from applying to court for urgent interim relief while the dispute resolution process is being finalised.
This clause is separate and divisible from the rest of these Terms and remains effective after termination or if these Terms is found to be invalid.
The parties will send all notices, authorisations, disclosures, acknowledgements, or requests by hand delivery, prepaid registered post, fax, or email to an address agreed between the parties in writing using the prescribed form.
Each party chooses its street addresses and numbers as its domicilium citandi et executandi.
Each party may change the addresses or numbers to any other addresses or numbers by writing to the other party 14 days before the change.
Notice will be considered to be delivered on the date shown on any hand-delivered, prepaid registered post, courier, fax or email confirmation of delivery.
No party will be responsible for any breach of these Terms or the execution of any Order caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, or acts of God.
If there is an event of force majeure, the party affected will inform the other immediately, and they will meet within seven days to negotiate other ways to carry out any affected responsibilities. The parties will continue to comply with the responsibilities that are not affected by the circumstances.
If a party cannot fulfil a material part of its responsibilities related to these Terms or an Order for more than 60 days because of force majeure, the other party may cancel these Terms or an Order in writing.
No party may delegate its duties or assign its rights under these Terms, in whole or in part without the consent of the other party, which consent may not be unreasonably withheld. We may assign these Terms or Orders taken under these Terms to any successor or purchaser of our business.
Despite this clause, we may cede and assign all rights and obligations under these Terms to a related person without your prior written consent, provided that we notify you within a reasonable time of the event occurring.
We may sub-contract or delegate our obligations under this contract to third party contractors. We will remain liable for performance of the third-party contractors. No one may require us to disclose the terms (including payment terms) of any sub-contract entered into with respect to our obligations under this contract.
Nothing in these Terms will be construed as constituting a temporary employment service or as creating a partnership between the parties and no party will have any authority to incur any liability on behalf of the other or to pledge the credit of the other party.
Each party enters into the Agreement as an independent contractor. The Agreement does not create any other relationship, including employment for any purpose, partnership, agency, trust or joint venture relationship.
These Terms, together with any resulting Orders, is this entire agreement between the parties.
We may make changes to our Terms from time to time. You will be informed of these changes on our Website. If you do not agree with the changes, you must stop using our Services until such time as we can agree on these changes. If you continue to use the service following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.
Any favour we may allow you will not affect or substitute any of our rights against you.
If any term is invalid, unenforceable, or illegal, the term may be removed from the Agreement without affecting the rest of these Terms.
These Terms and any resulting Orders are governed under South African law.
You consent to the jurisdiction of the High Court in respect of any action or proceedings that we may bring against you in connection with these Terms or any Order, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.
We may provide any goods or services to any other person or entity. We may exploit our intellectual property subject to our confidentiality obligations.
A party will not make any announcement or statement to the press about these Terms, without first getting written permission from the other party.
Words defined (or assigned a meaning) in an Order will have the meaning specified in the Order, unless the context clearly indicates otherwise.
All headings are inserted for reference purposes only and must not affect the interpretation of the Agreement. Whenever “including” or “include”, or “excluding” or “exclude”, together with specific examples or items follow a term, they will not limit its ambit. Terms other than those defined within the Agreement will be given their plain English meaning. References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended. A reference to a person includes a natural and juristic person and a reference to a party includes the party’s successors or permitted assigns. Unless otherwise stated in the contract, when any number of days is prescribed in the Agreement the first day will be excluded and the last day included. The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply. GMT +2 will be used to calculate any times.
Definitions and interpretation In these Terms, the following words will have the following definitions:
Additional fee means a charge you must pay us for the supply of any Services outside of an Order, which charge must be made at our then current standard prices and rates, unless otherwise agreed in writing between us;
Administrator means an authorised user in your employ who is authorised to provision, manage and administer and use our website services;
Assessment means any of the questionnaires or tests made available by the Company or the Client to a Participant;
Assessment data any data relating to a Participant (including Personal Data and Special Categories of Personal Data) collected through the Participant’s use of the Products or Assessments via our website or consulting services;
Assessment product provider means any provider of assessments that owns the legal right to distribute, sell, and/or re-sell that product
AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead);
Business day means any day other than a Saturday, a Sunday or a holiday (including a public or bank holiday) in the jurisdiction where our entity that entered into the relevant order is organised;
Business hours means our normal business hours on business days 08:00am until 04:30pm;
Client means the legal entity duly authorised to order Products and Services under the conditions of these Terms;
Company means TTS (Top Talent Solutions) (Pty) Ltd registered in South Africa.
Confidential Information means information about either party, its operations, clients or any other information, that relates to the business including, but not limited to, the names of its clients, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a client list, or other form of proprietary information of the organisation;
Control panel means the section on the Online Assessment System accessible by you through a web browser;
Consulting Services means any service that includes a consultant resources for the delivery of design, integration, reporting or feedback services;
Credentials means a unique user ID and password that has been assigned to a Registered User;
Data Protection Laws mean the General Data Protection Regulation (Regulation (EU) 2016/679), all national implementation laws in respect of the same, and any other laws and regulations relating to data protection or the privacy of individuals that are applicable to the processing of Personal Data as applicable in different countries;
Effective Date means in respect of each Order, the effective date stipulated in each order, or in the absence of which, it will be the date agreed between the parties in writing.
Existing Material means any ideas, concepts, methodologies, processes, tools, code, forms or algorithms developed by or for either party independently and outside of these Terms and provided to the other party during the course of executing an Order;
Fees means the fees, charges, or purchase consideration that you will pay to us in respect of Services we provide under Orders;
Intellectual Property Rights means copyright, rights to inventions, related rights, trademarks, service marks, trade, business, domain names, patents, 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, algorithms, 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 extension of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Year means, in respect of an order, each successive 12 calendar month period during the term of the order, calculated from the effective date;
You mean the client contracting for the services and products;
New Material means any ideas, concepts, methodologies, processes, tools, code, forms or algorithms developed by us, using our Existing Material, to provide you with Services during the course of the execution of an Order;
Online Assessment System means the system or systems as hosted and operated on www.tts-assess.com which system is used to conduct assessments;
Order means a Service order agreed to and signed or agreed to in writing, by both the parties describing the specific Services or Products that we will provide to you and that contains, at minimum, the specifications of Services required, quantity and price of Services or contains a detailed Statement of Work;
Our Technology means any technology that we have created, acquired or otherwise have rights in and may, in connection with the performance of our obligations under the contract, employ, provide, modify, create or otherwise acquire rights in and includes any: concepts or ideas; methods or methodologies; procedures or processes; know-how or techniques; function, process, system, data, or object models; templates; the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities, routines or frameworks; logic, coherence and methods of operation of systems; and patches or enhancements to open source libraries;
Output means any data or reports the Company produces and provides to the Client as part of a Service: (i) about Participants; or (ii) further to any Consultancy Services undertaken by the Company;
Participant means any respondent to an assessment;
Personnel means any director, employee, agent, affiliate, consultant, contractor or other representative;
Personal Data will have the meaning ascribed to it in the Data Protection Laws
Privacy Policy means the privacy policy as displayed on our Website;
Products means any tests, questionnaires, reports or online systems, acquired from Third Party Providers or designed by us and supplied to you by us (including any part or parts of them);
Proposal means a description of the Products and/or Services and estimated fees related to the Products and/or Services you requested;
Registered User means you or an authorised user in your employ where you are a juristic person, who has been assigned credentials to enable such a user to schedule assessments via the Online Assessment System and to view and download Outputs and who has been issued a username and password
Related and Related persons mean natural and juristic persons who are connected to one another;
Request means a deliberate and serious expression to acquire a solution, service or product we provide;
Services means any Products or consulting services we or Related Persons provide to you;
Service Levels means the levels according to which we will provide each Service as agreed by parties in an Order;
Statement of Work means any fees, service delivery, resourcing or service level agreements pertaining to a specific Order;
Tax means any tax (including value added tax, income taxes, pay-as-you-earn tax or other taxes levied in any jurisdiction); duty (including stamp duty); tariff, rate, levy; or any other governmental charge or expense payable;
Terms means the terms, consisting of the terms in these Terms; and any other relevant specific terms, policies, disclaimers, rules and notices that the parties agree on, (including any that may be applicable to any specific services);
Third Party Providers means any contractor, supplier, service provider or licensor of a part of the Services, which is not a party to the contract;
We, us, or our means TTS that enters into an Order and, if specified in the order, those related to it;
Website/s refers to www.tts-assess.com, www.tts-talent.com or any website for which we own the domain, including all subdomains for these websites;
Third Party Software means all third-party software owned by a third party but legally licensed to us for use in providing the Services;
Writing means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use, but excludes information or data in the form of email;
You or your or “client” means the customer that enters into an Order and, if specified in the order, those related to it, which shall include the customer’s affiliates and subsidiaries;
Your Data means the data (Personal Data about a Participant) that the Client (or any third party on its behalf) provides to us or representatives of us; or a Participant provides to us when completing an Assessment; or data that we generate, process, or supply to You in providing the services; but excludes any derived data formulas that we create for our own internal purposes or which is proprietary or confidential to us or our third party contractors and assessment providers;
TTS provides support during business hours (8:00 to 16:30 CAT) on weekdays (Mon to Fri) excluding South African Public Holidays.
We will provide expert industrial psychology and talent management consulting services based on a detailed understanding of your need. These services can include, but are not limited to the design and implementation of various HR and Talent Management solutions for dealing with:
We will:
You will:
We cannot guarantee that a particular TTS employee (“Consultant”) will carry out a consultancy project as unforeseeable events (e.g., illness) may occur. If a consultant is not available, TTS will discuss a suitable alternative with you and assign a replacement consultant to the project as soon as possible, or make arrangements as mutually agreed.
Our Consultant charges are based on the time spent on a project, and we define a Consultant Day as being a maximum of 8 hours during normal working hours (excluding travelling time). If evening, weekend, public holiday work or overseas travel is involved, higher rates may apply. We will bill you on a monthly basis for work completed or at pre-agreed billing points. Travel, subsistence, courier and other expenses will be charged to you at cost. Car travel will be charged at our prevailing rate (available on request).
When we agree to provide a Service, we make all necessary arrangements so that the appropriate personnel and resources are available on the agreed dates. If you subsequently wish to cancel or postpone the agreed dates, we will discuss whether substitute work to replace the work that has been cancelled or postponed can be carried out on the days arranged for the original work. If it is not possible, our charges, unless otherwise agreed in writing by us, will be as follows:
Should a test taker or participant arrive more than 15 minutes late for a scheduled session, the session may be treated as cancelled and 100% of the cancellation fee would apply.
We will provide an end-to-end outsourced assessment service that includes:
We will only be able to deliver Outsourced Assessment Services once the following has been agreed:
We are only able to provide you with the agreed service if we receive appropriate, correct and timely information from you. If we do not have all the information, we will inform you immediately upon receiving your request. We will deliver according to the service levels in these Terms once we have all the appropriate and correct information to execute your order.
All our assessments (supervised or unsupervised) are delivered online and will require a computer that is connected to the Internet. Depending on the assessments to be administered this computer will also need the newest version of Abode Flash installed. We are not able to provide this Service if access to a suitable computer is not available.
We will:
You will:
Depending on our arrangements and the assessment, we may be required to supervise assessments. In these cases,
Our Outsourced Assessment Services are charged based on the time spent for setup and management of assessment projects, test taker communication and support. These Services may be charged independently of our consulting time and products. We are able to train you to use our technology at no charge should you prefer to deliver these services yourself. Supervised assessment sessions are charged as Consulting Services and cancellation fees may apply as per our General Terms and Conditions.
We will provide best practice and accreditation training to suitably qualified employees of your organisation. This training can include, amongst others, accreditation training in the use of Third-Party products, best practice training in the use of assessment information and talent match reports, Success Profiling, Competency based Interviewing and SJT development, as well as training in the use of our technology. Training is presented as Public or In-house courses.
We will only be able to deliver Training Services to you if the following conditions are met:
Where applicable, our Public courses are charged on a per delegate basis. In-company courses are charged per consulting day and material costs per delegate. The following conditions apply:
The details and requirements for the in-company courses will be agreed at the time the course is booked. Unless otherwise agreed, in addition to the agreed course fees, you will be responsible for providing, and the cost of, the following:
The tts-define online profiler and tts-assess online assessment service allows you to independently manage your online success profiling and assessment process using a range of Products from us or our Third-Party Providers. The online service includes the setting up of assessment batteries, manage assessment projects and test takers, as well as generate reports. tts-assess houses a selection of assessment instruments (Products) from different test publishers. This allows you to provide assessments to test takers from one access point, integrate assessment data, produce integrated reports and store all data on one database.
We grant you a limited, non-exclusive, non-transferrable, revocable right to use our Products in accordance with the terms and the terms of any Third-Party Providers. Any person wishing to use the Products contrary to these terms must obtain our prior written consent. We warrant that we have consent to grant you the right to use the Products of any Third-Party Provider.
We grant you the right to use Products ordered and paid for as part of a pre-paid volume discounted Order for one year after delivery, following which any unused Products will expire (considered used).
Our technology and services are flexible so that we can contextualise our services to meet your specific needs. Depending on the context and assessment methods, we are able to configure or customise our solutions to align with your specific requirements. We are only able to configure or customise our services and solutions if:
Should you want to make any changes to our standard online service, we will:
You will:
The time required to implement configurations and customisations are charged at a technology-consulting rate for the design, setup and implementation of changes to our standard offerings. These changes are based on our initial estimation of time required to make changes as defined in the agreed specification. Should you, in discussion with us, decide to change the agreed specification, we will investigate to impact of changes and may choose to amend the charges we proposed previously. We will obtain your written agreement to the charges before proceeding with the configuration or customisation. In cases where expert consulting services are required to provide support for the design and development of configured or customised solutions, then these services will be charged as Consulting Services.
After final sign-off and implementation of your services, you may wish to make changes to these services. These could include, amongst others, making changes to:
You can discuss these changes with us at any time so that we can determine the impact in terms of complexity and time required. Depending on the nature of the change, we may choose to charge you for these changes. Any change will be prioritised in relation to other committed work and may not necessarily be completed immediately. We will only make changes to previously agreed work following your written permission to do so.
We will provide research services and support to you if you use at least one TTS or TTS Third-Party Provider as part of your assessment service or project. These services can include:
Where research is conducted as part of product development, expert witness litigation support or as part of the delivery of individualised profiles, then such research is seen as Consulting Services.
The extent to which we are able to deliver research services to you depends on:
We will provide litigation support to you if you use the products we provide according to our instructions. We will be able to speak to the quality of our products, but not to the legitimacy of decisions made using information from these products.
We will:
You will:
Research services are provided free of charge for as long as the outcomes of the research are provided as aggregated data in the form of a research report. Depending on the assessment methods used, we may or may not be able to provide these methods at no charge. This depends on the nature of the method and the extent to which the product partner has a need for such research.
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Last Updated: 06 July 2019
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