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© 2009-2017 The High Performance Organisation Group Ltd. | All rights reserved
Registered Office: 63 Broad Green Wellingborough Northants NN8 4LQ United Kingdom

Registered in England and Wales as The High Performance Organisation Group Ltd. | Registered Company Number: 4746977

The HPO Group Ltd - Terms & Conditions for Online Products & Services

In providing online services and products to Clients, the Company (The High Performance Organisation Group Ltd) operates in accordance with the following terms and conditions of contract, which may only be amended by written agreement within an appropriate document. These terms and conditions, together with any associated documents as defined below which have been accepted by both parties, form the entire contract between the Company and the Client.

Within these terms and conditions of contract, the word 'document' shall be defined as "any information that defines the products or services that will be delivered and the associated costs". This may include, but is not restricted to product definition(s) that appear on our web site, a specific proposal for services, or a combination of the two.

1.    The Company does not provide consultancy or offer management system solutions either implied or explicitly in the products and services it provides.  The Company does provide generic tools and techniques, generic training, generic advice and information that customers can use and implement as they fit with the aim of improving their business.

2.   To protect the interests of Clients, the Company undertakes the professional obligation not to disclose information that is confidential to the Client. However, this confidentiality shall not extend to any information already known to the Company prior to its disclosure by the Client or lawfully received from a third party or any information already existing in the public domain at the date of its disclosure.

3.    The Company will take all reasonable precautions to ensure the protection of client information stored on its web site or other IT systems by implementing, at minimum, industry standard security such as server room physical access control, firewalls, password access control and encryption of access details. Where the Company, at its sole discretion, deems increased protection is required beyond this level, this will be provided.

4.   The product or service is confined to work specified in the associated documents. The time to complete the work and the measure of its success depend to a degree on factors outside The HPO's control, including the co-operation of the Client and the Client's staff. Time shall not be of the essence and the Company shall incur no liability to the Client in respect of any failure to complete the work or any part thereof by any date specified in the proposal or otherwise.

5.    In creating proposals, the Company is limited to providing an estimate of the cost to the client, the time required to deliver the services and the information that will be delivered, based upon information made available by the Client. Any such estimates of cost, time and services, and any confirmation or variation of them in subsequent correspondence or reports, although given in good faith, shall not be deemed to be undertakings, warranties or contractual conditions unless so agreed in writing.

6.    Although The Company may supply generic content for its online services, these are provided to the Client without warranty as to its applicability to the Client's own specific circumstances. It is the responsibility of the Client to ensure that this and/or any subsequent adaptation or development of the content is appropriate to their needs. The Company accepts no warranty or liability whatsoever for any content created by the Client themselves.  The Client shall always be responsible for the interpretation, adaptation and/or utilisation of any and all information reported from the Company's services. In no circumstances shall the Company be liable for loss of profit or any other consequential damages.

7.   Intellectual property rights in any computer program, system, product design or other work undertaken or used by the Company in the pursuance of the contract shall remain vested in the Company. The Client shall have a free and irrevocable license to make use of them for the Client's own purposes, as defined in and for the duration specified in any agreed proposal, subject to The HPO's invoices having been paid in full. The Client shall not publish or circulate them outside their own organisation without The HPO's written permission.

8.   During the Client's use and discussion with the Company about the online tools, they will inevitably gain some understanding of how these tools are designed and used. The Client undertakes not to use any such information or Intellectual property to develop comparable tools, either for their own or others' use, or to share this Intellectual property with others.

9.   All data provided by the client in order to permit the Company to deliver its services will remain the property of the client, with the Company being permitted to use this in the pursuance of the agreed contract. Unless specifically agreed otherwise, the Company has the right to retain indefinitely any data required to generate online assessment or benchmarking reports and to use this anonymously, in which case the Company will ensure the client cannot be identified from use of such data.

10.   The Client shall make available to the Company all information that may reasonably be required for the effective execution of their work agreed within the contract. When The HPO's representative is required to work on the Client's premises, the Client will provide the Company with office accommodation, telephone and minor secretarial services, and protective clothing and equipment if appropriate, without charge.

11.    The Company is acting at all times as the Client's agent and the Client hereby agrees to indemnify the Company against all claims and costs for which the Company may become liable by reason of the acts or omissions of the Company during the delivery of any agreed contract.

12.   The fees relating to the product or service are detailed in the documents associated with it. They remain valid for the period stated in the documents or for 30 days from the date of their submission. The Company reserves the right to amend the proposed fee after the expiry of this validity period.

13.   Should circumstances arise which could not reasonably have been foreseen at the time the documents were agreed, the fee may be amended by agreement in respect of the agreed change in content.

14.   Fees quoted are for a single use of the service or for the first 12 months of its delivery, unless otherwise stated in any proposal. Where the service continues for a period longer than 12 months, the Company reserves the right to adjust the costs to reflect inflation and/or any other changes, unless agreed otherwise in a proposal.

15.   Unless specified within the documents, the fees cover a licence for the Client to use the product or service at any time they wish. For ‘single-use’ products, the client may define the scope and participation to suit their own needs. For products that have been purchased for use at any time over a specified period, the Client may only use it within the scope and participation defined in the agreed proposal or other associated document(s). The Company will provide access to the product or service through their web site and will make every effort to ensure its availability. Although the Company cannot guarantee that it will be available for 100% of the time, they will make every effort to maximise its availability to Clients.

16.   For purchase of the 'one-off' use of a product, either selected directly from the web site or as a result of a proposal, the duration of the licence will be until all deliverables included with the documents are made by The HPO. This will normally be within seven days of the completion of the Client's access to the online product (the Close Date set).

17.   For other products the duration of the contract will be for a minimum of twelve months, unless defined otherwise within the documents. This ensures that the initial work carried out by the Company to design and set up the products and services can be fully reimbursed over the duration of the contract. The licence to use any products covered by this type of contract will continue for a period of 30 days following closure of the contract

18.  These contracts will be considered to be 'rolling contracts', to continue until terminated by either party, unless specifically defined as otherwise within the documents. Termination will be enacted by either party giving a minimum of three months notice to the other. Such notice may be given no earlier than nine months into the first year of the contract.

19.   Fees for 'one-off' use products and services will be those published on the web site or as defined in any other associated documents, and are only valid at the time they are quoted.

20.   Fees for other products and services will remain valid as defined in the associated documents, and unless specifically noted therein, will provide fixed prices for years 1, 2 & 3 of any contract. These fees will remain valid for this period immediately the agreement is confirmed between the Client and The HPO.

21.    Where required, reasonable travelling, accommodation, subsistence or other expenses necessarily incurred in connection with the delivery of the product or service will be recharged to the Client at cost. Where copies of reports are specified in the documents, these will normally be provided in electronic format or in other formats by agreement free of charge.

22.   Payment for 'one-off' use products and services will be enacted either by automatic payment through the web site or against individual invoices for their use. Access to the product or service will be available immediately the payment has been cleared through The HPO's account. Invoices for other products and services will be submitted monthly unless otherwise stated in the documents. All invoices are payable together with Value Added Tax within 15 days of the invoice date without right of set-off or counterclaim statutory or otherwise. The Company reserves the right to charge interest at 3% above current UK bank base rate per month on amounts outstanding 30 days from the date of invoice. Fees and expenses are subject to the addition of Value Added Tax, when applicable.

23.   If the Client fails to make payment as required by these Terms of Working or if the Client goes into liquidation or has a Receiver or Administrator appointed of if the Client breaches any terms of the contract with the Company, then the Company shall have the right to cancel the contract with immediate effect, discontinue any work and deny further access to the products and services. All sums owing at that time shall become immediately payable as a debt to the Company.

24.   No failure or delay on the part of the Company in exercising their rights under the contract shall be deemed to be a waiver of that right and no waiver by the Company of any breach of the contract shall be considered as a waiver of any subsequent breach of the same or any other condition.

25.   In order to ensure any assessment report and its associated certificate (if issued) can be understood in full context, the client undertakes to disclose to any party using the report or certificate all regulatory non-compliances and occurrences within the scope of the assessment for which any regulatory authority requires notification.

26.   The contract between the Company and the Client is governed by English law and the parties undertake to submit to the jurisdiction of the English courts.

Version: 20100111