Lumus360, part of PSA Training & Development Ltd., agrees to supply any Services as may be requested by the User in respect of Services as specified in this agreement subject to the terms and conditions of this agreement.

1. DEFINITIONS

   “ASSOCIATED COMPANY” - either party’s ultimate holding company or any subsidiary of such holding company (“holding company” and subsidiary” having the meaning given in section 736 and section 736A of the Companies Act 1986).

   “COMMENCEMENT DATE” means the date as detailed in the Agreement.

   “SERVICES” means any consultancy, training or online 360 degree feedback survey services as detailed agreement.

   “DELIVERY DATE” means the date or dates as detailed in the Agreement.

   “DELIVERY SCHEDULE” means a timetable according to which Services will be provided as detailed at the Agreement.

   “PURCHASE ORDER” means the order placed by the User for approval and acceptance by Lumus360 requesting the provision of the agreed SERVICES.

   “CONTRACT PERIOD” - means the period following the Commencement Date as detailed in the Agreement.

   “USER” - means the person, firm or company placing the Purchaser Order and with whom the Agreement is made whether directly or indirectly through an agent or factor.

   “SERVICE FEE” as detailed in the Agreement.

   "PRODUCT" - means SELF ADMINISTRATED 360 DEGREE FEEDBACK for the sole use of the USER.

   "LICENSE" - duration of the CONTRACT PERIOD

   "SELF ADMINISTRATED 360 DEGREE FEEDBACK" - Refer to point 11, for specific terms & conditions relating to this PRODUCT.

   "COMPLETION DATE" - The date the CONTRACT PERIOD terminates

   "APPLICATION" - The Product software

   "HOSTED" - Web server which host's/ holds the Application.

2. QUOTATIONS
   1. The Services to be provided are limited to those described in the Agreement and shall not be added to or extended unless Lumus360 agrees to any such addition or extension in writing and the User pays upon request any additional fees required by Lumus360 for such additional Services and in any case any addition or extension shall be subject always to the terms of this Agreement.
   2. All Purchase Orders for Services shall be deemed to be offers by the User to Lumus360 pursuant to this Agreement. All quotations given by Lumus360 are subject to acceptance and agreement of the User’s Purchase Order by Lumus360 in writing and only at this time will the Agreement become effective.
3. SUPPLY OF SERVICES
   1. In consideration of the Service Fee, Lumus360 shall supply the Services as detailed in the agreement.
   2. The User shall; use the Services exclusively for its own internal purposes and not permit any third party to use the Services and the materials supplied on behalf of or for the benefit of any third party in any way whatsoever.
      1. agree not to sell, rent or lease the Services to any third party
      2. agree not to export, transmit, publish or permit to be exported, transmitted or published the Services or related documentation or technical data.
   3. Agree that Lumus360 reserves the right to limit the provision of the Service supplied to any User as it so desires, or as required by law. Lumus360 reserves the right to at its sole discretion add, delete or change the Services at any time without notice to the User.
4. DELIVERY
   1. Lumus360 may deliver the Services by separate instalments in accordance with the Delivery Schedule. Each separate instalment shall not constitute separate agreements.
   2. Lumus360 shall not be liable for any loss or damage whatsoever to the User due to failure by it to deliver the Services (or any part of them) promptly.
   3. The Services shall be delivered to the User in a form to be agreed between Lumus360 and the User. In respect of feedback reports, this will be electronically unless otherwise agreed.
5. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
   1. The Lumus360 360 Degree Feedback Reports are confidential to the participant and copies of reports or the data within them will not be given to third parties without the participant’s prior consent. A full copy of our confidentiality guarantee can be seen at http://www.lumus.co.uk/confidentiality_guarantee.htm
   2. Reports are intended for development purposes only and must not be copied. Additional copies are available on request.
   3. PSA Training and Development Ltd retain all intellectual property rights and copyright on web and report design, format and data contained in the Lumus360 360 Degree Feedback Report
   4. All intellectual property rights of Lumus360 which exist prior to the date of this agreement (the “Background IP”) shall remain the property of Lumus360.
   5. The User shall give prompt notice to Lumus360 if the User becomes aware of any unauthorised use or exploitation of the Background IP by any person or body.
   6. PSA Training and Development Ltd is registered under the data Protection Act 1998 (registration number Z8190520) and is subject to the provisions of the Act.
6. FEES AND CHARGES
   1. In consideration of Lumus360 performing its obligations under this Agreement the User shall pay the Service Fee on the Commencement Date in accordance with and as detailed in the Agreement.
   2. All charges in the Agreement are unless otherwise stated exclusive of value added tax, which shall be paid by the User in accordance with the terms of the applicable regulations.
   3. Lumus360 shall be entitled to charge the User interest on all overdue payments at a rate of 3% over the annual base-lending rate of Barclays Bank Plc
   4. Lumus360 shall be entitled to make additional charges for substantial alterations requested by the User to the Services requested. Furthermore, Lumus360 shall be entitled to make additional charges for all requests for product alteration where the request for the alteration is received by Lumus360 within 7 days of the agreed delivery date.
   5. Lumus360 shall be entitled to charge the User all Service Fees in full, should the User decide to cancel or defer the Services and notifies Lumus360 of this decision within 14 days of the Delivery date. Lumus360 shall be entitled to Charge the User 50% of all Service Fees, should the User decide to cancel or defer the Services and notifies Lumus360 of this decision within 15 days of the Delivery date. If the User decides to cancel or defer the Service and notifies Lumus360 of this decision in more than 30 days prior to the delivery date on those dedicated fees already committed to by Lumus360 at the time of notification, will be charge to the User.
7. WARRANTY AND LIABILITY
   1. LUMUS360 warrants to the User that:
      1. the Services will not infringe the intellectual property rights of any third parties;
      2. Lumus360 is not and cannot be aware of the extent of any potential loss or damage to the User resulting from any failure (Lumus360 not being aware of any such failure) by Lumus360 to discharge its obligations under this Agreement;
      3. that the Service, if supplied electronically, cannot be tested in every possible combination and operating environment; and that it is not possible to produce economically (if at all) computer programs known to be entirely error free or which operate in an uninterrupted manner.
   2. Notwithstanding the provisions of this Agreement Lumus360 liability to the User in contract, tort, (including negligence) misrepresentation or otherwise arising out of or in connection with the Service or the provision of any other services provided in relation to the Services or other performance or non-performance of Lumus360 obligations under this Agreement shall unless the subject of clause 8.4:
      1. is limited to the aggregate of all sums paid by the User under this Agreement;
      2. not extend to any loss of profits loss or revenue business goodwill contracts anticipated savings or for any special indirect or consequential loss whatsoever whether sustained by the User or any other person.
8. TERMINATION
   1. This Agreement shall automatically terminate at the end of the Contract Period. The Contract Period may be extended only with the written consent of Lumus360
   2. Either party may terminate this Agreement by serving not less than 30 days prior written notice on the other
   3. Either party may (without prejudice to its other rights) terminate this Agreement at any time forthwith by notice in writing to the other if:
      1. a voluntary agreement is approved or an administration order is made or a receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or a resolution or petition to wind up the other party is passed or presented (other than for the purpose of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver administrative receiver or administrator or to present a winding up petition or make a winding up order; or
      2. the other party defaults in due performance or observance of any of its obligations hereunder and (in the case of a remediable breach) fail to remedy the breach within 30 days of receipt of its notice to do so.
   4. Termination of the Agreement for any reason shall be without prejudice to the rights and liabilities of either party which may have accrued on or at any time up to the date of termination.
9. FORCE MAJEURE
   1. Lumus360 shall not be liable to the User for any loss or damage arising due to failure to perform its obligations under this Agreement due to any cause beyond Lumus360 s reasonable control including without limitation any act of God inclement weather failure or shortage of power supplies drought light or fire strike lock out trade dispute or labour disturbances the act or omission of Government highways authorities public telecommunications operators or administrative or other competent authority or military operations riot or difficult delay or failure due to any such cause in manufacture production or supply by third parties of any goods or services required by LUMUS360.
10. GENERAL
    1. Assignment and sub-licensing: The User is not entitled to assign or sub-license to any third party any of its rights or obligations under this Agreement without Lumus360’s prior written consent. Lumus360 shall be entitled to assign or sub-contract its rights under the Agreement to any person but Lumus360 shall give notice of such assignment in writing to the User.
    2. Severability If any part term or provision of this Agreement not being of a fundamental nature be held illegal or unenforceable the validity or enforceability of the remainder of this Agreement shall not be affected.
    3. Entire Agreement This Agreement supersedes and cancels all previous agreements and working arrangements whether oral or written express or implied between the parties in respect of or in respect of or in connection with the matters referred to in this Agreement.
    4. No Waiver No waiver of any term of condition of this Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term or any condition of this Agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.
    5. Notice Any notice required to be served by this Agreement shall be given in writing and served personally or by pre-paid post addressed to either party at the address given at the head of this Agreement or may be given in writing and sent by facsimile transmission. Any notice so posted shall be deemed in the absence of evidence of earlier receipt to have been served [three] days after such posting and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted as a pre-paid letter. Any facsimile transmission shall be deemed to have been received by the recipient party 4 hours after transmission. Any change of address by any party during the License Period shall be notified promptly to the other party in the like manner.
    6. Amendment This Agreement may be amended only in writing and signed by both parties.
    7. Governing Law This Agreement shall be governed by and construed and interpreted in accordance with English Law whose Courts shall be the Courts of competent jurisdiction.