Terms and Conditions of Products and Services
Read this information carefully.
Last updated: May 2008
SHL
These terms apply to all sales of products and services by SHL Portugal, unless other conditions are agreed in writing.
Please read this information before you start using our products and services.
Definitions and Interpretation
In these terms and conditions the following words have the following meaning:
“Contract” means any contract for us to provide Products or Services covered by these terms and conditions;
“Order” means a written or verbal order, quotation, proposal, change of order, price addition or other order for Products and Services placed by the Customer and accepted by us;
“Products” means any material that we have agreed to provide to the Customer;
“Services” means any service that we have agreed to provide to the Customer;
“SHL”, “us”, “our” stands for SHL Portugal or SHL Group;
“Customer”, “your” means any person or organisation that purchases the Products and/or Services.
These conditions annul any previous conditions presented in catalogues or other previous SHL Portugal documentation.
These conditions shall govern the contracts between SHL Portugal and the Customer.
Conditions of Use
The Assessment Products/Materials/Services are only supplied for autonomous use to Accredited Users and may only be used by such persons or by a Test Applicator trained by SHL and under the supervision of an Accredited User.
Accreditation is granted on successful attendance of the course designed to prepare the User to use the Product/Material/Instrument in question properly.
Test Materials and Profiles and Reports reserved for Accredited Users may not be given to or used by persons who are not accredited.
Inter-company training services
Information on the prices of Inter-company Training Courses is given in the Training Plan in force.
Cancellations will only be accepted in writing and up to two working days before the date of the Course or Workshop.
Substitutions are accepted as long as the new participant(s) carry out the planned preparation work for the course.
SHL has the right to change course details at any time.
SHL does not guarantee that all participants who complete a training course will become accredited.
Online Services
We can provide the Client with an online system to manage, apply and produce reports of tests and questionnaires answered by candidates/employees. This service may include linking to the Client's website and configuring our online system to provide the Client with the ability to apply, quote and produce test reports. The Client can purchase online application units to use in conjunction with our online system. The appropriate number of online units will be automatically deducted from the Customer's account whenever a test response is initiated or a report is requested with the Customer's permission. All online units purchased and not used within a period of one (1) year from the date of purchase will automatically expire and be deleted from the Customer's account. No refunds will be made for these expired units. All online units purchased will be consumed according to the chronological order of their purchase (i.e. the oldest will be deducted from the Customer's online account first, according to their use).
Prices and Payment
Prices
Our prices for Products and Services can be found in our current Price Lists. Unless otherwise agreed in writing, our prices do not include any additional charges or any taxes, which will be charged at the rate applicable on the invoice date and must be paid by the Customer.
Payment
Unless otherwise agreed in writing, invoices must be settled within 30 days from the date of issue. In the event of late payment, we may suspend the supply of the Products or Services and/or charge late payment interest of 1.5% per month from the due date for payment.
Quality
Warranty
We pride ourselves on the quality of our products and services. If you prove to our satisfaction that there is a defect in the quality of our materials or that the work of our consultants or technicians has not been carried out in accordance with good practice in the HR management consultancy sector, we offer the following guarantees:
- repair the defect in the Products in question at no additional cost to the Customer;
- replace such Products or re-perform such Services; or
- issue a credit note for all or part of the price of such Products or Services, as applicable.
Conditions
Our Guarantee only applies if the Customer has notified us in writing within seven (7) days of discovering the alleged defect and, in any event, no later than three months after delivery of the Products or performance of the Services, unless otherwise agreed in writing. Our Warranty also does not apply:
- in respect of any defect caused by natural wear and tear, intentional damage, negligence in use by the Customer, abnormal working conditions, misuse or alteration of our Products without our authorisation.
- if our Products and Services have not been paid for in full within the payment period;
- in relation to any Product or Service modified in accordance with the Customer's specifications; or
- if the Customer continues to use the Product after having notified us of the alleged defect.
Intellectual Property and Data Protection
Intellectual Property
Any pre-existing Intellectual Property rights in our Services, Products or online databases, and any developments, modifications or improvements introduced, remain the property of SHL. Any Intellectual Property created by or on behalf of SHL in the course of performing our Services or within the scope of the Agreement shall remain the sole property of SHL. Within the scope of this Agreement, “Intellectual Property” means any patent, copyright, trade mark, domain registration, registered design, algorithm, user interface design, architecture, know-how, database rights, utility models and any intellectual and industrial property rights existing at national or international level, their applications, renewals and extensions.
Ownership of outputs
Upon full payment for the Products or Services, SHL grants the Customer the right of possession of the results, profiles and reports (excluding any intellectual property rights included) produced by SHL or resulting from the use of our Products and Services. This right of possession and use is non-exclusive, non-transferable and perpetual.
Utilisation
You agree that your use of our Products and materials resulting from our Services is in strict compliance with the relevant laws, procedures and guidelines and that you will not copy, reproduce, modify, adapt, translate or disassemble/separate any of the Products or materials related to the Services unless SHL agrees to this in writing. In the case of answers to the instruments given on paper, these must be recorded on the answer sheets provided by SHL.
Data Protection
Both parties must comply with all applicable laws and regulations regarding the collection, processing and storage of personal data relating to assessed persons (“Candidates”). In all cases, the Client is the data controller for the personal data and results data provided by SHL Portugal. SHL will always act as a subcontractor, on behalf of and in accordance with the Client's instructions.
As a subcontractor, SHL:
- will process personal data in accordance with the Customer's reasonable instructions or in such a way as to provide the Customer with the Products and Services requested;
- will ensure that it takes appropriate technical and organisational security measures to protect the personal data provided to us against unauthorised disclosure, loss, misuse, alteration, processing or access, and against any other form of unlawful processing.
The Client acknowledges that SHL uses service providers both internal and external to the European Union. This may include the processing of Candidate data, assessment data and results data. In any case, SHL has taken the appropriate measures to ensure that the level of protection of information is that required in the European Union, whatever the country involved.
SHL will co-operate with you if you request details of personal data that we have processed on your behalf. An appropriate and reasonable fee may be charged for this service.
If SHL becomes aware of, or suspects, personal data breaches that result, or may result, in the accidental or unauthorised destruction of data, or the loss, alteration, access or unauthorised disclosure of data processed by SHL, it shall notify the Customer in writing, providing the Customer with a description of the data breach that has occurred, informing the Customer of the categories and number of data subjects affected, the likely consequences of the breach, as well as providing the Customer with any other information that the Customer may reasonably request.
In addition to our role as a subcontractor, we will collect, as long as permitted by the Candidate/Assessee, personal data and keep copies of all data about the Candidate and their results for the purposes of validating assessment procedures, research, producing normative groups and other purposes. In relation to this data, SHL assumes the role of data controller. The personal data used in research will be aggregated and anonymised, and the published results will not include any information that would make it possible to identify Individuals or Organisations.
For the avoidance of doubt, both parties agree that any personal data sent to us by the Customer remains the property of the Customer, except for the copies of the data that we retain as data controller, as mentioned above, if something different has not been agreed in writing.
Compensation
Unlimited Liability
Nothing in these terms and conditions shall exclude or limit the liability of either party in respect of death or physical damage caused by negligence or fraud.
Losses and damages
All Products and Services are provided on the basis that SHL shall not be liable to the Customer or its employees in respect of any matter arising from the use of the Products and Services or the interpretation of the information obtained therefrom by the Customer, SHL or third parties, nor for misrepresentations or inaccuracies relied upon by the Customer.
You recognise that our Products and/or Services are intended to provide guidance on the capability and suitability of potential or current employees. Accordingly, you are solely responsible for all decisions made or not made in relation to such persons and shall indemnify us for any losses, damages, costs (including costs of legal proceedings) and expenses we incur arising from decisions you make about such persons. Where we have prepared reports, these represent opinions based on the results of tests and other assessment instruments and should not be regarded as incontrovertible facts. In particular, although SHL has endeavoured to ensure that the Materials avoid discrimination on the grounds of sex, race or age, no guarantee is given that this will not occur in the interpretation of the tests.
Confidentiality
Non-disclosure
The Contract, its contents, the matters to which it relates and the information exchanged between the Customer and SHL, whether in tangible or intangible form, whether in oral or written form, are confidential and reserved to the parties involved. Each party will treat this information in accordance with the security measures and level of care it applies to its own confidential information, ensuring adequate protection against unauthorised disclosure, copying and use.
Exceptions
Notwithstanding the above, the obligation of confidentiality does not exist in relation to any information that:
- is already in the public domain without this being the consequence of any act or omission on the part of the party receiving the information;
- has been developed independently by the receiving party; or
- is required to disclose pursuant to a legal obligation, provided that the party receiving the information first consults with the other party in order to agree on the appropriate course of action.
Return of Confidential Information
Upon expiry or termination of the Contract, each party must return the confidential information to the other, if requested to do so.
Publicity
We will respect our obligation to keep the information provided by the Client confidential. However, the Client accepts that we may carry out some marketing activities such as:
- use the Client's name and logo in our client list (both online and offline) and in other marketing materials;
- mention the Customer's name in news items announcing the Customer's decision to use our Products and/or Services; and
- at our request, you participate in the joint development of a case study describing the use of our Products and Services, and/or in other marketing or media outreach activities, provided that under no circumstances will we claim that you use, endorse or recommend our Products and Services without your express permission and guaranteeing that we will cease any or all of the above activities if you request us to do so.