Terms and Conditions

1. Introduction

1.1 These terms and conditions govern:

a) Your general use of our website

(Section 1: General Terms);

b) set out the terms and conditions that govern the sale and supply of assessments and corresponding Reports resultant from filling in the assessment questionnaires

(Section 2: Assessments and Reports License).

1.2 By using our website, You accept these terms and conditions in full; accordingly, if You disagree with these terms and conditions or any part of these terms and conditions, You must not use our website.

1.3 If You place an order – whether paid or not - on our website, we will ask You to expressly agree to these terms and conditions, particularly those governing Section 2: Assessments and Reports License.

1.4 Our website uses cookies; by using our website or agreeing to these terms and conditions, You consent to our use of cookies in accordance with the terms of our privacy and cookies policy. These can be found

here

2.Copyright notice

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3. Licence to use website

3.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(d) stream audio and video files from our website; and

(e) use our website services subject to the other provisions of these terms and conditions.

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, You must not download any material from our website or save any such material to Your computer.

3.3 You may only use our website for Your own personal and business purposes, and You must not use our website for any other purposes.

3.4 Except as expressly permitted by these terms and conditions, You must not edit or otherwise modify any material on our website.

3.5 Unless You own or control the relevant rights in the material, You must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(d) reproduce, duplicate, copy or otherwise exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

3.6 Notwithstanding Section 3.5, You may forward the links to our website to any person.

3.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

4. Acceptable use

4.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e) access or otherwise interact with our website using any robot, spider or other automated means;

(f) Use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

4.2 You must not use data collected from our website to contact individuals, companies or other persons or entities, except where expressly permitted through

Assessments and Reports License

section of these terms and conditions;

4.3 You must ensure that all the information You supply to us through our website, or in relation to our website, is accurate and current.

5. Registration and accounts

5.1 To be eligible for an account on our website under this Section 5, You must be at least 18 years of age.

5.2 You may register for an account with our website by completing and submitting the account registration form on our website.

5.3 You must notify us in writing immediately if You become aware of any unauthorised use of Your account.

5.4 You must not use any other person's account to access the website, unless You have that person's express and written permission to do so, and warrant that you are bound by these Terms and Conditions.

6. User IDs and passwords

6.1 If You register for an account with our website, You will be asked to choose a user ID and password.

6.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 9; You must not use Your account or user ID for or in connection with the impersonation of any person.

6.3 You must keep Your password confidential.

6.4 You must notify us in writing immediately if You become aware of any disclosure of Your password.

6.5 You are responsible for any activity on our website arising out of any failure to keep Your password confidential, and may be held liable for any losses arising out of such a failure.

7. Cancellation and suspension of account

7.1 We may, suspend, cancel or amend Your account at any time at our sole discretion without notice or explanation.

7.2 You may cancel Your account on our website by emailing us Your request from the email account that You wish to suspend to the email address described in item 20 of these terms and conditions.

8. Intellectual property

8.1 We retain intellectual property rights over the entire content of our website and software.

9. Your content: licence

9.1 In these terms and conditions, "Your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that You submit to us or our website for storage or publication on, processing by, or transmission via, our website.

9.1 You warrant and represent that Your content will comply with these terms and conditions.

9.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

9.3 Your content, and the use of Your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(m) be pornographic, lewd, suggestive or sexually explicit;

(n) constitute spam;

(o) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(p) cause annoyance, inconvenience or needless anxiety to any person.

10. Limited warranties

10.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date; or

10.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent that these terms and conditions expressly provide otherwise, You will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

10.3 To the maximum extent permitted by applicable law and subject to Section 11.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

11. Limitations and exclusions of liability

11.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

11.2 The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a) are subject to Section 11.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

11.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

11.4 We will not be liable to You in respect of any losses arising out of any event or events beyond our reasonable control.

11.5 We will not be liable to You in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.6 To the extent permitted by applicable law, and not withstanding our duty of care in developing our products and providing our services, and section 11 of this agreement (Limitations and Exclusions of liability), our cumulative liability to You or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this agreement will not exceed the value that You paid us plus 15%.

11.7 We will not be liable to You in respect of any loss or corruption of any data, database or software.

11.8 We will not be liable to You in respect of any special, indirect or consequential loss or damage.

11.9 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, You acknowledge that we are a limited liability entity; You agree that You will not bring any claim personally against our officers or employees in respect of any losses You suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12. Breaches of these terms and conditions

12.1 Without prejudice to our other rights under these terms and conditions, if You breach these terms and conditions in any way, or if we reasonably suspect that You have breached these terms and conditions in any way, we may:

(a) send You one or more formal warnings;

(b) temporarily suspend Your access to our website;

(d) block computers using Your IP address from accessing our website;

(e) contact any or all Your internet service providers and request that they block Your access to our website;

(f) commence legal action against You, whether for breach of contract or otherwise; and/or

(g) suspend or delete Your account on our website.

12.2 Where we suspend or prohibit or block Your access to our website or a part of our website, You must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

13. Variation

13.1 We may revise these terms and conditions from time to time.

13.2 Revisions to Section 1 of these terms and conditions will apply to the use of our website from the date of their publication on the website, and You hereby waive any right You may otherwise have to be notified of, or to consent to, revisions of the terms and conditions.

13.3 If You decline to accept revised terms of conditions, You accept that we may disable or delete Your account on the website, and You must stop using the website.

14. Assignment

14.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

14.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of Your rights and/or obligations under these terms and conditions.

15. Severability

15.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16. Third party rights

16.1 These terms and conditions are for our benefit and Your benefit, and are not intended to benefit or be enforceable by any third party.

16.2 The exercise of the parties' rights under these terms and conditions is not subject to the consent of any third party.

17. Entire agreement

17.1 Subject to Section 11.1, these terms and conditions, together with our privacy and cookies policy, constitute the entire agreement between You and us in relation to Your use of our website and supersede all previous agreements between You and us in relation to Your use of our website.

18. Law and jurisdiction

18.1 These terms and conditions shall be governed by and construed in accordance with English law.

18.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

19. Statutory and regulatory disclosures

19.1 Our VAT number is GB-971070039.

20. Our details

20.1 This website is owned and operated by Cubic Street Ltd. Please find out registration and contact details at the end of our privacy policy (cubicstreet.com/privacy)

ASSESSMENT AND REPORTS LICENSE (SECTION X)

21.Interpretation

21.1 In these terms and conditions:

(a) "we" means cubicstreet.com (and "us and "our" should be construed accordingly);

(b) "You" means our customer or prospective customer under these terms and conditions (and "Your" should be construed accordingly);

(d) "Your Reports" or “Your Assessments” or “Your Workshops” means any such Reports, Assessments or Workshops that You have purchased through our website (including any enhanced or upgraded version of the Reports that we may make available to You from time to time).

(e) The “Reports” means the online and/or the PDF document generated after the completion of online assessments by You and/or the people that You invite to participate in Your chosen assessments and become the final result of Your purchase.

(f) “Participants” means the people that You invite to participate in the assessments that You purchase on the site.

(g) "Third Party" means any third party to which You provide access to Your Account or who is not an official of the organisation which is assessed in each of Your chosen assessments.

(h) “Control Panel” means the services that we provide You to enable You to tailor Your questionnaires, send email invitations, track Your progress, generate and view Your report and download Your report, or parts thereof.

(i) “Expert review” means the verbal, and written advice, notes and commentary provided by one of our consultants to You in the context of the results generated in Your assessment report. The exact output varies from case to case and can be influenced by You. As an example, but without limitation, it can take the form of a presentation of Your Reports to You or to a group of Your choice, further research, processing of raw data to present it in a different format.

(j) "Confidential Information" includes any information disclosed by You to Us or Us to You in writing or orally, and, within five business days, reduced to writing and marked "Confidential", and all questionnaires and reports generated by the website, or otherwise transmitted electronically or personally provided. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

(h) "Software" or “website” means the software used to enable the website’s operation and includes both the generally viewable parts of the website as well as those hidden from general view, typically available by the software and website administrators.

(i) "Consultants” means people who employed or people who are not employed by cubicstreet.com but are contracted by Us to support the execution of our operations. For example, and without limitation, to support the development of Assessments and Reports, processing of data collected on the site, or providing “Expert Reviews” to You.

(i.1)“Consultants” does NOT INCLUDE anyone, any Company or website suggested to You as “Experts who may be able to help”.

22. When these terms and conditions take effect

22.2 This part of these Terms and Conditions comes into force between You and us under the following circumstances:

22.2.1 If You create an account on our website to participate in an assessment or to view an assessment, typically but not exclusively as a result of receiving a link in an email sent by our website or forwarded by someone else;

22.2.2 From our website You select the report most suitable to Your circumstances; then proceed to the checkout, select the maximum number of participants that You would like to add, select whether You would like to add an Expert Review, and accept the terms and conditions; if You are a new customer, You must then create an account with us and log in; if You are an existing customer, You must enter Your login details; You will be transferred to our payment service provider's website, and our payment service provider will handle Your payment; we will then send You an initial acknowledgement; and provide You access to Your Control Panel from where You can begin the process of managing Your Assessment(s) with a view to ultimately generating Your Report;

22.2.3 If You do not have an account on our website but You receive a link from our website on which You click, You will be presented with a landing page with instructions, a link to these terms and conditions and two buttons to click on the website, if You do NOT click on the “Send a message declining…” button You are accepting this section of these Terms and Conditions;

23. Prices

23.1 Our prices are either quotes on our website or provided upon request

23.2 We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

23.3 All amounts stated in these terms and conditions or on our website are stated inclusive of VAT.

24. Payments

24.1 You must, during the checkout process, pay the prices of the Assessments/Reports You order.

24.2 Payments must be made by any of the permitted methods specified on our website at the time of purchase.

25.Licensing of Reports

25.1 We will supply Your Reports to You in the format or formats specified on our website, and by such means and within such periods as are specified on our website.

25.2 Subject to Your payment of the applicable price and compliance with these terms and conditions, we grant to You a worldwide, non-exclusive, non-transferable licence to make any use of Your Reports permitted by Section 25.3, providing that You must not in any circumstances make any use of Your Reports that is prohibited by Section 25.4.

25.3 The "permitted uses" of Your Reports are:

(a) viewing online or downloading a copy of each of Your Reports and sharing exclusively amongst the participants in the assessments or officials of the organisation, person or entity assessed in the assessment that led to the generation of the report.

(b) Printing a copy of each of Your Reports solely for Your own use, or for the use of the organisation assessed in the assessment that led to the generation of the report.

25.4 The "prohibited uses" of Your downloads are:

(a) the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any Report (or part thereof) or questionnaire(s) in any format;

(b) the editing, modification, adaptation or alteration of any Report (or part thereof) or questionnaire(s), and the creation of any derivative work incorporating any download (or part thereof);

(c) the use of any Report (or part thereof) or questionnaire(s) in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

(d) the use of any Report (or part thereof) or questionnaire(s) to compete with us, whether directly or indirectly;

(e) the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any Report for the purpose of preventing unauthorised use.

25.5 You warrant to us that You have access to the necessary computer systems, media systems, software and network connections to receive and enjoy the benefit of Your Reports.

25.6 All intellectual property rights and other rights in the Reports not expressly granted by these terms and conditions are hereby reserved.

25.7 You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any Report.

25.8 The rights granted to You in these terms and conditions are personal to You, and You must not permit any third party to exercise these rights.

25.9 If You breach any provision of these terms and conditions, then the licence set out in this Section 25 will be automatically terminated upon such breach.

25.10 You may terminate the licence set out in this Section 25 by deleting all copies of the relevant Reports in Your possession or control.

25.11 Upon the termination of a licence under this Section 25, You must, if You have not previously done so, promptly and irrevocably delete from Your computer systems and other electronic devices all copies of the relevant Reports in Your possession or control, and permanently destroy any other copies of the relevant Reports in Your possession or control.

25.12 Whilst our systems provide participants with the option to decline to participate in an assessment, You accept that we have no liability to Your participants for the way in which You display and distribute reports which contain information provided by them, whether they are named on the reports or not (ie. Classified as “Anonymous”). Should they approach us about a report to which they contributed via one of Your assessments, we may refer them to You

25.12.1In the event that we choose to delete or reclassify the data provided by a participant, at our sole discretion or as required by law, we may terminate Your access to the report, allow You to re-run the report without the participant’s data (if technically viable), notify You to delete all copies of any downloaded reports. Participants may be notified that You have been notified by us to delete any previously downloaded copies of the reports and that they make take action to enforce the notice at their discretion.

25.12.2Any refunds to You will be at our sole discretion.

26.Cancellation right

26.1 This Section 26 applies if and only if You contract with us as a consumer.

26.2 You may cancel a contract entered into with us through our website at any time within the period:

(a) beginning upon the submission of Your order; and

(b) ending at the end of the period of 7 working days starting on the day after the day upon which the contract was concluded,

providing that we have not begun the performance of the contract during that period – in particular but without limitation if You have accessed the questionnaires or generated a Report

26.3 You agree that we may begin the performance of a contract before the expiry of the period referred to in Section 26.2.

26.4 In order to cancel a contract on the basis described in this Section 26, You must give to us written notice of cancellation, which may be sent to the business address or email address specified on our website.

26.5 If You cancel an order on the basis described in this Section 26, You will receive a full refund of the amount You paid to us in respect of the order.

26.6 We will usually refund money using the same method used to make the payment.

26.7 We will process the refund due to You as a result of a cancellation on the basis described in this Section 26 as soon as possible and, in any case, within the period of 30 days following the day we receive Your valid notice of cancellation.

27.Confidentiality

27.1 Neither You or we will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law. The party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information, unless expressly prohibited to so by the Courts. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

28.Third parties, Consultants and “Experts who may be able to help You”

28.1 If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorised by us to do so, then You represent and warrant that You are authorised to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement.

28.2 You acknowledge and accept that we may use Consultants to support the execution of our operations, data analysis and provision of services to You. Unless explicitly stated We will ensure these Consultants are bound by this agreement.

28.3 “Experts who may be able to help You” may appear in Reports that are generated by the site and provided to You. Whilst it is in our interest to only promote people who are highly likely to comply with the high standards we would deliver to You, these are external people to gapfrog.com with whom You interact at Your own risk, under the terms that You contract with them directly. We hold no liability to You for any advice, treatment, or consequences of their actions.

29. Limitation of liability regarding Section X.

29.1 Please refer to section 11, in particular clause 11.6.

Terms and Conditions

1. Introduction

Company

Contact