Service Terms

Below you will find the Thomas International terms of use. These include specific terms and conditions relating to the Solutions you’ve purchased, detailed on your Order.

  • Platform Licence Terms

    Platform Licence Terms

    Service Module 1

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to and govern the Account Holder's use of the Thomas Platform (as defined in the Master Agreement). These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Consultancy Services" means the Solution and related services provided by Thomas pursuant to Service Module 5 (Consultancy Services);

    "Gold Platform Licence Cover" means the level of Account Holder access to the Thomas Platform as set out under the title Gold in schedule 1 and/or the Platform Licence Guide;

    "Initial Platform Licence Period" has the meaning set out in clause 4.1.1;

    "Inspection Parties" has the meaning set out in clause 3.4;

    "Integration Services" means the Solution and related services provided by Thomas pursuant to Service Module 7 (Integration Services);

    "Licensed Consulting and Integration Services" means the Consultancy Services and/or Integration Services which the Account Holder can select if it is included within the relevant Platform Licence cover (as may be further set out in schedule 1 and/or the Platform Licence Guide) in accordance with these Service Module Terms;

    "Licensed Training Services" means any Training Course the Account Holder can select if it is included within the relevant Platform Licence cover as set out in schedule 1 and/or the Platform Licence Guide (such Training Course being provided pursuant to Service Module 4 (Training Services));

    "Online Services" means the Online Unit Purchase Services and/or the Online Subscription Services, as may be applicable in the circumstances;

    "Online Subscription Services" means the subscription and related services provided by Thomas pursuant to Service Module 3 (Online Services – Subscription Terms);

    "Online Unit Purchase Services" means unit purchase and related services provided by Thomas pursuant to Service Module 2 (Online Services - Unit Purchases);

    "Platform Licence" means the licence granted under clause 2 for use of the Thomas Platform and related Deliverables on the basis of either Silver, Gold or Platinum Platform Licence Cover;

    "Platform Licence Fee" has the meaning set out in clause 8;

    "Platform Licence Guide" means the Thomas document known as the Platform Licence Cover Guide, which sets out the details of the services and other benefits included within the various levels of Platform Licence cover (whether Silver, Gold or Platinum), as updated from time to time;

    "Platform Licence Period" means a period of twelve (12) months, being either the Initial Platform Licence Period or any subsequent Renewed Platform Licence Period;

    "Platform Licence Term" has the meaning set out in clause 4.1;

    "Platinum Platform Licence Cover" means the level of Account Holder access to the Thomas Platform as set out under the heading Platinum in schedule 1 and/or the Platform Licence Guide;

    "Renewed Platform Licence Period" has the meaning set out in clause 4.1.2;

    "Silver Platform Licence Cover" means the level of Account Holder access as set out under the heading Silver in schedule 1 and/or the Platform Licence Guide; and

    "Termination Notice" has the meaning set out in clause 10.1.

    2. PLATFORM USERS

    2.1 In respect of each Platform Licence, the Account Holder shall appoint Platform Users who shall be permitted to access the Thomas Platform and be provided with the Online Service, Documentation and/or Deliverables in accordance with the Platform User's specified Identity and subject always to Thomas' prior approval of such appointment and allocated Identity.

    3.  PLATFORM LICENCE

    3.1 Subject to the payment of the relevant Platform Licence Fee, Thomas grants to the Account Holder a non-exclusive, non-transferable licence for Platform Users to access the Thomas Platform and related Documentation and Deliverables for the Account Holder’s internal business purposes during the Platform Licence Period in accordance with these Service Module Terms.

    3.2 The Account Holder must have the benefit of a Platform Licence in order to access the Thomas Platform. Any Account Holder without a current Platform Licence may not access the Thomas Platform.

    3.3 Provided the Account Holder is granted the benefit of a Platform Licence and access to the Thomas Platform in accordance with these Service Module Terms, the Account Holder will be eligible to purchase Online Services by way of either:

    3.3.1 Unit purchase, in accordance with and pursuant to Service Module 2 (Online Services - Unit Purchases); or

    3.3.2 Subscription, in accordance with and pursuant to Service Module 3 (Online Services - Subscription Terms).

    For the avoidance of doubt, the Account Holder may only purchase any Online Services from Thomas (including but not limited to any Assessments) by executing an Order for such Online Services pursuant to Service Module 2 (Online Services - Unit Purchases) or Service Module 3 (Online Services - Subscription Terms) as may be applicable in the circumstances.

    3.4 During the Term and following the termination or expiry of these Service Module Terms, the Account Holder shall grant to Thomas and/or its employees, auditors, representatives or agents (the "Inspection Parties") at all reasonable times during normal business hours and on reasonable notice in the circumstances (which may be a very short period where the request is urgent), effective access to all information relating to:

    3.4.1 the use of the Thomas Platform (including any Platform Licence that has been granted); and

    3.4.2 the provision of the Online Service and the receipt of any Documentation and Deliverables,

    including the right of access to and to carry out on-site inspections at any of the Account Holder premises, the right of access to systems, personnel and any records as Thomas and/or the Inspection Parties may reasonably require in order to verify that the use of the Thomas Platform (including any Platform Licence that has been granted) and/or the use or receipt of the Online Service, Documentation and Deliverables is in accordance with these Service Module Terms and the relevant Order(s).

    3.5 If any audit referred to in clause 3.4 demonstrates:

    3.5.1 any breach of an Order and/or these Service Module Terms by the Account Holder;

    3.5.2 that Thomas Platform access has been provided to any individual who is not the Account Holder or a Platform User; or

    3.5.3 an under-payment of the Fees that should have been due from the Account Holder for the period covered by the audit,

    then without prejudice to Thomas’ other rights or remedies under the Master Agreement and/or these Service Module Terms:

    3.5.4 Thomas shall be entitled to disable the Account Holder's Thomas Platform access immediately if the Account Holder does not rectify the breach identified pursuant to clause 3.5.1 or 3.5.2 immediately upon request; and

    3.5.5 the Account Holder shall pay to Thomas an amount equal to any identified underpayment of the Fees pursuant to clause 3.5.3 within two (2) weeks of the request for payment.

    4. PLATFORM LICENCE TERM, RENEWALS AND EXPIRY

    4.1 The term of a Platform Licence shall:

    4.1.1 commence from the date specified in the relevant Order and/or invoice relating to the applicable Order and shall continue for twelve (12) months ("Initial Platform Licence Period"); and

    4.1.2 subject to clause 4.2, automatically renew for further twelve (12) month periods ("Renewed Platform Licence Period"), at the end of the Initial Platform Licence Period or a Renewed Platform Licence Term as may be applicable,

    (the "Platform Licence Term").

    4.2 The Account Holder must notify Thomas of its intention not to renew the Platform Licence no later than thirty (30) days before the end of the Initial Platform Licence Period or the relevant Renewed Platform Licence Period, as the case may be and in which case:

    4.2.1 the Platform Licence; and

    4.2.2 subject to clause 4.3.1.2, any Online Services (including any Subscription or unexpired Units) which the Account Holder has purchased,

    will automatically expire as at the end of the relevant Initial Platform Licence Period or Renewed Platform Licence Period (as applicable).

    4.3 If the Account Holder notifies Thomas of its intention not to renew its Platform Licence in accordance with clause 4.2 but subsequently places an Order with Thomas for another Platform Licence ("New Platform Licence"):

    4.3.1 if such Order is placed within three (3) months of the end of the Account Holder’s last Platform Licence Period:

    4.3.1.1 the new Platform Licence Period shall be effective from the end of the previous Platform Licence Period and be classed as a Renewed Platform Licence Period;

    4.3.1.2 such New Platform Licence shall include any unexpired Units (but, for the avoidance of doubt, no other Online Services) which were purchased by the Account Holder in respect of the previous Platform Licence Period; or

    4.3.2 if such Order is placed more than three (3) months but less than twelve (12) months from the end of the Account Holder’s last Platform Licence Period:

    4.3.2.1 the new Platform Licence Period shall be effective from the date set out in the Order and be classed as a New Platform Licence; and

    4.3.2.2 such New Platform Licence will be set up as if the Account Holder were an entirely new customer but will still grant the Account Holder access to historic Documentation, Content and/or Deliverables (including Assessment Responses) relating to the previous Platform Licence until the expiry of twelve (12) months from the end of the Account Holder's last Platform Licence Period;

    4.3.2.3 such Platform shall not include any Online Services (including any unexpired Units) which were purchased by the Account Holder in respect of the previous Platform Licence Period; or

    4.3.3 if such Order is placed more than twelve (12) months from the end of the Account Holder’s last Platform Licence Period:

    4.3.3.1 the new Platform Licence Period shall be effective from the date set out in the Order and classed as a New Platform Licence;

    4.3.3.2 such New Platform Licence will be set up as if the Account Holder were an entirely new customer and will not grant the Account Holder access to any reconstituted or historic Documentation, Content and/or Deliverables (including any Assessment Responses or related data) relating to the previous Platform Licence; and

    4.3.3.3 for the avoidance of doubt, such New Platform Licence shall not include any Online services (including any unexpired Units) which were purchased by the Account Holder in respect of the previous Platform Licence Period.

    4.4 If a Platform Licence is terminated for any reason other than as set out in clause 4.2 (including pursuant to clause 10.1 and/or pursuant to the terms of the Master Agreement), the Platform Licence and any Online Services (including any Subscription or unexpired Units) shall automatically expire as at the date of such termination.

    4.5 If the Account Holder has its access to the Thomas Platform and/or Platform Licence disabled or suspended by Thomas in accordance with clauses 3.5.4 or 8.3 respectively, or if an Order made pursuant to these Service Module Terms is otherwise suspended in accordance with the Master Agreement, any Online Services (including any Subscription or unused Units which the Account Holder has purchased) will automatically be disabled or suspended for the same amount of time of disablement or suspension relating to the Thomas Platform and/or Platform Licence as applicable.

    5. PLATFORM LICENCE AMENDMENTS

    5.1 Platform Licence Upgrades

    5.1.1 An Account Holder may upgrade a Platform Licence to a higher level at any time during the Platform Licence Period.

    5.1.2 In the event of a Platform Licence upgrade pursuant to clause 5.1.1:

    5.1.2.1 subject to clause 5.1.2.2, the Account Holder’s Platform Licence Fee for the existing Platform Licence will be set-off on a pro-rated basis against the full Platform Licence Fee for the new Platform Licence. The amounts outstanding after such set-off shall be payable by the Account Holder and Thomas shall issue an invoice for the same;

    5.1.2.2 if the Account Holder has used any of their allotted Licensed Training Services and/or Licensed Consulting and Integration Services prior to upgrading the Platform Licence, clause 5.1.2.1 shall not apply and the Account Holder will be liable to pay the full Platform Licence Fee for the new Platform Licence and Thomas shall issue an invoice for the same.

    5.1.3 The Platform Licence Period in respect of the new Platform Licence will commence on the date Thomas issues an invoice in respect of the monies owed by the Account Holder for the new Platform Licence Fee.

    5.2 Platform Licence Downgrades

    5.2.1 If the Account Holder purchases a Gold or Platinum Platform Licence, they may downgrade to a lower level by giving not less than thirty (30) days’ written notice to Thomas prior to the end of the relevant Platform Licence Period, failing which the Platform Licence Period will automatically renew at the level purchased in the prior Platform Licence Period. Any other Platform Licence downgrades are not permitted during an existing Platform Licence Period.

    6. USE OF THE THOMAS PLATFORM AND ONLINE SERVICES

    6.1 Thomas Obligations

    6.1.1 During the Term, Thomas shall provide the Account Holder with access to the Thomas Platform, Online Services, relevant Documentation and Deliverables subject to these Service Module Terms.

    6.1.2 Thomas shall provide the Online Services using reasonable care and skill. Without prejudice to clauses 15.1, 15.2 and 15.3 (Limitation of Liability) of the Master Agreement, in the event of any breach of this clause 6.1.2, Thomas will, at its sole expense, use commercially reasonable endeavours to resupply the Online Services in a manner which conforms to clause 6.1.2. This shall be the Account Holder’s sole and exclusive remedy for such breach.

    6.2  Key Performance Indicators

    6.2.1 Without prejudice to clause 13.2 (Disclaimers) of the Master Agreement, Thomas shall use reasonable endeavours to ensure the following key performance indicator is met with regard to availability of the Thomas Platform:

    6.2.1.1 the Thomas Platform shall be available twenty-four (24) hours a day, seven (7) days a week, provided that such availability shall exclude any planned or unplanned maintenance on the Thomas Platform which Thomas may carry out at any time and whereby Thomas shall use reasonable endeavours to provide the Account Holder of prior notice of such unavailability.

    6.3 General

    6.3.1 Unless and only to the extent set out in a relevant Service Module Schedule or agreed in advance by Thomas in writing:

    6.3.1.1 the Account Holder's access to the Thomas Platform and related Documentation and Deliverables provided as part of a Platform Licence will expire at the end of the relevant Platform Licence Period; and

    6.3.1.2 any unused portion of the Licensed Consulting and Integration Services and/or Licensed Training Services cannot be rolled over into any subsequent Platform Licence Period or be refunded or exchanged.

    7. PLATFORM LICENCE COVER

    7.1 Subject to the remainder of this clause 7, schedule 1 to these Service Module Terms and the Platform Licence Guide set out the specific services and other benefits that are included within a particular level of Platform Licence cover (whether this is Silver, Gold or Platinum), and as may be updated from time to time by Thomas. In the event of any conflict or inconsistency between schedule 1 to these Service Module Terms and the Platform Licence Guide, the content of the Platform Licence Guide shall take precedence and shall apply accordingly.

    7.2 Gold and Platinum Platform Licences

    7.2.1 Subject to the remainder of this clause 7 and in respect of Gold Platform Licence Cover and Platinum Platform Licence Cover only, if the Account Holder is entitled under the Platform Licence Guide to benefit from the:

    7.2.1.1 Licensed Training Services; or

    7.2.1.2 Licensed Consulting and Integration Services,

    the Account Holder may request such additional services by making contact with their usual Thomas account manager via email or telephone, provided that the Account Holder acknowledges that, unless otherwise provided under the Platform Licence Guide:

    7.2.1.3 it may only request to be provided with additional Licensed Training Services under clause 7.2.1.1 if the Account Holder has at least one (1) Thomas-trained practitioner within its business (paid for separately in accordance with clause 8.1.2); and

    7.2.1.4 where the Account Holder makes a request under clause 7.2.1.2, it shall only be permitted to utilise one of either the Consultancy Services or the Integration Services (as per schedule 1) per Platform Licence Period.

    7.2.2 Unless otherwise set out in the Platform Licence Guide, clause 7.2.1 is subject to:

    7.2.2.1 the Account Holder giving Thomas as much notice as possible in respect of a request made under clause 7.2.1, but in any event no less than twenty (20) business days. For the avoidance of doubt, the parties acknowledge and accept that the notice period is required in order for Thomas to process a request to add the relevant services to the Account Holder's Platform Licence and does not give any indication as to the timescales under which the applicable services will be performed;

    7.2.2.2 the Account Holder booking and completing any such additional services during the relevant Platform Licence Period;

    7.2.2.3 in respect of any ordered Licensed Training Services, full compliance by the Account Holder with Service Module 4 (Training Services); and

    7.2.2.4 in respect of any ordered Licensed Consulting and Integration Services, full compliance by the Account Holder with Service Module 5 (Consultancy Services) and/or Service Module 7 (Integration Services) as may be applicable.

    7.2.3 Thomas will use reasonable endeavours to accommodate a request made by the Account Holder pursuant to clause 7.2.1, however the Account Holder acknowledges and agrees that this may not always be possible and it shall not be entitled to hold Thomas liable for any delay or unavailability. 

    8. FEES

    8.1 The Fees for the Platform Licence and Online Services provided pursuant to these Service Module Terms shall consist of and be calculated as follows, unless provided otherwise in the Platform Licence Guide:

    8.1.1 an annual sum payable in respect of the Platform Licence (for either Silver, Gold or Platinum Platform Licence Cover as the case may be) for each Platform Licence Period, which shall be chargeable in accordance with schedule 1, as may be updated and/or amended from time to time (the "Platform Licence Fee"); and

    8.1.2 where Training Services are not included within the relevant Platform Licence cover in accordance with clause 8.1, such Training Services shall be chargeable in accordance with Thomas' then-current price list,

    and as further set out in the relevant Order.

    8.2 In respect of these Service Module Terms, clause 7.3 (Fees and Payment) of the Master Agreement shall not apply. Instead, the Fees payable under and in accordance with these Service Module Terms, shall be payable at least fourteen (14) days in advance of each Platform Licence Period.

    8.3 In addition to, and without prejudice to, the terms set out in clause 7 (Fees and Payment) of the Master Agreement, if the Platform Licence Fee or any other amount payable in connection with these Service Module Terms are not paid in full when due, Thomas reserves the right to suspend the:

    8.3.1 Account Holder’s access to the Thomas Platform; and/or

    8.3.2 provision of the Online Services, Documentation and/or any Deliverables or any part of them to the Account Holder.

    8.4 Thomas does not guarantee the integrity of any Content in the event it suspends access to the Online Services, Documentation, Deliverables and/or the Thomas Platform in accordance with clause 8.3.

    9. LIABILITY

    9.1 Subject to clauses 15.1 and 15.2 (Limitation of Liability) of the Master Agreement, in the event of any loss or damage to the Account Holder’s Content which is inputted into the Thomas Platform, the Account Holder’s sole and exclusive remedy shall be for Thomas to use reasonable endeavours to restore the lost or damaged Content from the latest back-up of such Content maintained by Thomas, provided that Thomas shall not be responsible for any loss, destruction, alteration or disclosure of Content caused:

    9.1.1 by any third party (except those third parties sub-contracted by Thomas to perform services related to Content maintenance and back-up); or

    9.1.2 as a result of any breach by the Account Holder of the Master Agreement or these Service Module Terms.

    9.2 The Account Holder assumes sole responsibility for any conclusions drawn from results obtained from use of the Thomas Platform, the Online Service, the Documentation and/or the Deliverables (including any Assessments)

    10. ADDITIONAL TERM AND TERMINATION RIGHTS

    10.1 In addition, and without prejudice to, the term and termination rights set out in clause 16 (Term and Termination) of the Master Agreement:

    10.1.1 Thomas may terminate a Platform Licence at any time upon sixty (60) days’ written notice ("Termination Notice") to the Account Holder.

    10.1.2 In the event Thomas serves a Termination Notice, it shall refund pre-paid Platform Licence Fees on a pro-rated basis to be calculated as follows:

    Refund = (Platform Licence Fee / 365) x remaining days*

    * meaning the number of days remaining in the then-current Platform Licence Period starting from the end of the Termination Notice

  • Unit Purchases

    Unit Purchases

    Service Module 2

    Version: 2.0

    Version date: 23rd September 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to and govern the Account Holder's purchase of Units in respect of the Account Holder's use of the Online Services (as defined below).  These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Credentials" means information relating to any Platform User, including access code, username, password and any biometric data which is designed to grant the Platform User access to the Online Unit Purchase Services and/or to authenticate their identity;

    "E-Recruit Service" means the e-recruit service which may be chosen to be provided as a part of the Online Unit Purchase Services;

    "Online Unit Purchase Services" means the services provided by Thomas either via the Thomas Platform, the Thomas Website or through use of the Thomas system whereby the Account Holder purchases Units in order for Platform Users to access various Solutions and related services, including the provision of Assessments;

    "Roll-Out Date;" means:
    (a) the date on which these Service Module Terms become effective in the jurisdiction to which they relate, and until such date these Service Module Terms shall not be applicable in that jurisdiction;
    (b) for the United Kingdom, 1 October 2019, or such other date as Thomas may in its sole discretion notify the Account Holder; and
    (c) for any other jurisdiction, the date which Thomas shall notify the jurisdiction to which the relevant Roll-Out Date applies;

    "Unit" means each individual unit purchased by the Account Holder in order to be granted access to all or some of the Online Unit Purchase Services, in accordance with clause 3 of these Service Module Terms; and

    "Unit Term" has the meaning set out in clause 3.3.

    2. ONLINE UNIT PURCHASE SERVICES

    2.1 The Account Holder must have the benefit of an existing and valid Platform Licence in order to purchase, access and use Online Unit Purchase Services in accordance with these Service Module Terms.

    2.2 Thomas grants the following Identities the following rights of access when using Online Unit Purchase Services purchased by the Account Holder:

    2.2.1 Platform Users can access the Online Unit Purchase Services for the purpose of initiating and administering Assessments;

    2.2.2 Candidates can access the Online Purchase Unit Services solely for undergoing Assessments which have already been initiated and administered,

    provided always that:

    2.2.3 the relevant Identity has a sufficient number of Units to be granted such access in accordance with clause 3; and

    2.2.4 where Online Unit Purchase Services are accessed in exchange for Units, the relevant number of Units shall be deducted from the Account Holder's account.

    2.3 Where the Online Unit Purchase Services are provided by means of software components running on the Account Holder Environment, without prejudice to the licence granted pursuant to clause 5.1 (Licences) of the Master Agreement, Thomas grants to the Account Holder a limited, non-exclusive licence to use such components in order to receive the Online Unit Purchase Services, and whereby such licence shall terminate upon termination of the Master Agreement, these Service Module Terms and/or the applicable Order to which the licence relates.

    2.4 In addition to the disclaimers set out in clause 13.2 (Disclaimers) of the Master Agreement, and except to the extent prohibited by law, or to the extent any statutory rights apply and cannot be excluded, limited or waived, Thomas and its licensors disclaim all warranties that any Content provided by any Candidates or potential Candidates is accurate, including any data obtained about potential Candidates using the E-Recruit Service.  The Account Holder is responsible for verifying all information provided by such Candidates or potential Candidates.

    2.5 E-Recruit Service

    In respect of the E-Recruit Service only, the Account Holder grants to Thomas a limited non-exclusive trade mark licence to use and reproduce the Account Holder's name and logo as supplied by the Account Holder on web pages comprising the E-Recruit Service portal, to the extent necessary for Thomas to provide the E-Recruit Service to the Account Holder.

    2.6 Key Performance Indicators

    2.6.1 Without prejudice to clause 13.2 (Disclaimers) of the Master Agreement, Thomas shall use reasonable endeavours to ensure the following key performance indicator is met with regard to availability of the Online Purchase Unit Services:

    2.6.1.1 the Online Purchase Unit Services shall be available twenty-four (24) hours a day, seven (7) days a week, provided that:

    (a) such availability shall exclude any planned or unplanned maintenance on the Thomas Platform which Thomas may carry out at any time and whereby Thomas shall use reasonable endeavours to provide the Account Holder of prior notice of such unavailability; and

    (b) the Account Holder maintains a sufficiently fast and reliable internet connection and uses a browser environment which complies with Thomas guidelines published from time to time on the Thomas Website and which may require the downloading of additional browser plug-ins to enable access and whereby Thomas is not responsible for such third party plug-ins and the Account Holder is responsible for complying with any licence agreements and other terms and conditions which may apply to them.

    3.            UNIT PURCHASE AND FEES

    3.1 The purchase of a certain number of Units by the Account Holder permits access to certain of the Online Unit Purchase Services, as can be viewed in the Unit purchase chart which is available to view on the Thomas Platform information page.

    3.2 Units have no monetary value, are not redeemable on non-use, are not refundable or exchangeable in whole or in part, are not transferable to third parties and are not available for the purchase of anything other than access to the Online Unit Purchase Services.

    3.3 Subject to clauses 3.4 to 3.8 (inclusive), Units with an Allocation Date:

    3.3.1 prior to the Roll-out Date for the jurisdiction in which they are purchased, are valid from the relevant Allocation Date until twenty-four (24) months following the Roll-Out Date (or such other date as Thomas may in its sole discretion notify the Account Holder); and

    3.3.2 on or after the Roll-Out Date for the jurisdiction in which they are purchased, are valid from the relevant Allocation Date for a period of twenty four (24) months,

    (the "Unit Term"). After the Unit Term has expired in respect of a Unit, such Unit will no longer be valid and the Platform User will not be permitted to use an expired Unit to access any or all of the Online Unit Purchase Services.

    3.4 Units are valid from the date of purchase until the date of expiry or termination for any other reason of the Platform Licence to which they relate.

    3.5 If these Service Module Terms are terminated for any reason, any unused Units which the Account Holder has purchased in respect of these Service Module Terms will automatically expire as at the date of such Platform Licence or Service Module termination.

    3.6 If an Order for Online Unit Purchase Services is terminated, any unused Units which the Account Holder has purchased in respect of such Order will automatically terminate as at the date of such termination.

    3.7 If the Account Holder has its access to the Platform and/or Platform Licence disabled or suspended by Thomas pursuant to Service Module 1 (Thomas Platform Licence Terms), any unused Units which the Account Holder has purchased under these Service Module Terms will automatically be disabled or suspended for the same amount of time of disablement or suspension relating to the Platform and/or Platform Licence as applicable.  Once a period of disablement or suspension is over and access to the Platform and/or Platform Licence is resumed by the Account Holder, the unused Units will continue to be effective for the remainder of the Unit Term.

    3.8 The Fees for Online Unit Purchase Services provided pursuant to these Service Module Terms shall be calculated on a per Unit basis, which shall be chargeable in accordance with Thomas' then-current Unit price list and which shall be payable in accordance with clause 7 (Fees and Payment) of the Master Agreement. 

    4. ACCOUNT HOLDER OBLIGATIONS

    4.1 The Account Holder shall:

    4.1.1 not, and shall ensure that the Platform Users shall not access or attempt to access the Online Unit Purchase Services other than through the URL supplied by Thomas;

    4.1.2 not access any API providing access to the Online Unit Purchase Services except where such API access has been explicitly granted by Thomas, and subject to the interface specifications supplied by Thomas from time to time, including any requirements set out in Service Module Schedule 7 (Integration Services);

    4.1.3 ensure that all Platform Users comply with the terms of the Master Agreement and these Service Module Terms;

    4.1.4 revoke the Credentials of any Platform User where it believes, or where Thomas believes, that such Credentials have been compromised;

    4.1.5 notify Thomas as soon as it becomes aware that the Credentials assigned to any Administrator have been compromised to enable Thomas to investigate the circumstances and withdraw and replace the compromised Credentials;

    4.1.6 follow, and shall ensure that the Platform Users follow, all reasonable instructions of Thomas in the use of and access to the Online Unit Purchase Services;

    4.1.7 ensure that the Platform Users have received appropriate training, and shall not allow anyone to attempt to conduct or interpret the result of any Assessment who has not had appropriate training;

    4.1.8 fully and effectively indemnify and hold harmless Thomas against all costs, claims, losses and expenses arising out of any claim from a third party arising out of any misuse of the Online Unit Purchase Services or any breach of these Service Module Terms;

    4.1.9 be responsible for maintaining backups of its data, including any Content, including any such data and/or Content held on Thomas' systems; and

    4.1.10 in respect of the E-Recruit Service only, ensure that any job advertisements it prepares, any information it provides to Thomas (including any Content) and any recruitment process all comply with all Applicable Laws and the Account Holder shall indemnify and keep Thomas, its officers, servants and agents indemnified against any costs, claims, expenses or losses arising directly or indirectly from any failure so to comply.

  • Subscriptions

    Subscriptions

    Service Module 3

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to and govern the terms relating to the Account Holder's use of and access to the Online Subscription Services (as defined below). These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Fair Usage Limit" means, unless otherwise provided in an Order, ten percent (10%) above the Subscription Allowance for a Subscription during a particular Subscription Period; 

    "Initial Subscription Period" means the period of twelve (12) months from the date on which a Subscription commences;

    "Online Subscription Services" means access to and use of the various Solutions and related services provided by Thomas either via the Thomas Platform, the Thomas Website or through use of the Thomas system where the Account Holder has purchased a Subscription in accordance with these Service Module Terms;

    "Renewed Subscription Period" has the meaning set out in clause 3.1.2;

    "Subscription" means the annual subscription purchased by the Account Holder for Platform Users to use and/or access Online Subscription Services in accordance with these Service Module Terms;

    "Subscription Allowance" has the meaning set out in clause 5.1; and

    "Subscription Period" means a period of twelve (12) months, being either the Initial Subscription Period or any subsequent Renewed Subscription Period.

    2. ONLINE SUBSCRIPTION SERVICES

    2.1 The Account Holder must have the benefit of an existing and valid Platform Licence in order to purchase a Subscription in accordance with these Service Module Terms.

    2.2 Subject to the Account Holder purchasing a Subscription in accordance with these Service Module Terms and the restrictions set out in this clause , Thomas hereby grants to the Account Holder a non-exclusive, non-transferable right, without the right to grant sub-licences, to access and/or use the Online Subscription Services during the Subscription Period solely for the Account Holder's internal business operations.

    2.3 Thomas shall use reasonable endeavours to make the Online Subscription Services available twenty-four (24) hours per day, seven (7) days per week, provided that:

    2.3.1 such availability shall exclude any planned or unplanned maintenance on the Thomas Platform which Thomas may carry out at any time and whereby Thomas shall use reasonable endeavours to provide the Account Holder with prior notice of such unavailability; and

    2.3.2 the Account Holder maintains a sufficiently fast and reliable internet connection and uses a browser environment which complies with Thomas guidelines published from time to time on the Thomas Website and which may require the downloading of additional browser plug-ins to enable access and whereby Thomas is not responsible for such third party plug-ins and the Account Holder is responsible for complying with any licence agreements and other terms and conditions which may apply to them.

    3.                  SUBSCRIPTION PERIOD AND RENEWALS

    3.1 The term of a Subscription shall:

    3.1.1 continue for an Initial Subscription Period; and

    3.1.2 subject to clause 3.2, automatically renew for further 12 (twelve) month periods ("Renewed Subscription Period"), at the end of the Initial Subscription Period or a Renewed Subscription Period as may be applicable.

    3.2 The Account Holder must notify Thomas of its intention not to renew a Subscription no later than 30 (thirty) days before the end of the relevant Subscription Period.

    4. SUBSCRIPTION TERMINATION AND EXPIRY

    4.1 If a Platform Licence expires or is otherwise terminated, or if these Service Module Terms are terminated for any reason, any Subscription which the Account Holder has purchased in respect of these Service Module Terms will automatically expire at the end of the relevant expiring Platform Licence Period or as at the date of such Platform Licence or Service Module termination (as applicable).

    4.2 If the Account Holder has its access to the Thomas Platform and/or Platform Licence disabled or suspended by Thomas pursuant to these Service Module Terms, Service Module 1 (Platform Licence Terms) and/or the Master Agreement, any Subscription which the Account Holder has purchased under these Service Module Terms will automatically be disabled or suspended for the same amount of time of disablement or suspension relating to the Thomas Platform and/or Platform Licence as applicable.  Once the period of disablement or suspension is over and access to the Thomas Platform and/or Platform Licence is resumed by the Account Holder, the Subscription will continue to be effective for the remainder of the relevant Subscription Period.

    5. SUBSCRIPTION ALLOWANCE

    5.1 For each Subscription purchased by the Account Holder pursuant to these Service Module Terms, Thomas shall allocate a Subscription usage allowance which shall permit the Account Holder to use and/or access a specified maximum amount of Online Subscription Services for the duration of the Subscription Period (the "Subscription Allowance"). The Subscription Allowance for each Subscription Period shall be calculated by Thomas in its absolute discretion and acting reasonably, on the following basis:

    5.1.1 for the Initial Subscription Period, an estimate of the expected Online Subscription Service usage; and

    5.1.2 for any Renewed Subscription Period, an estimate of the expected Online Subscription Service usage which shall be based upon the actual Online Subscription Service usage for the previous Subscription Period,

    provided that the Account Holder shall be entitled to make representations to Thomas to adjust the allocated Subscription Allowance for a particular Subscription Period and which shall be considered by Thomas in order to make the final decision as to the allocated Subscription Allowance for the relevant Subscription Period.

    5.2 Notwithstanding clause 5.1 and unless otherwise agreed in writing by Thomas, the Account Holder's Subscription usage in any Subscription Period shall not exceed the Fair Usage Limit relating to the relevant Subscription. In the event that the Account Holder's Subscription usage in any Subscription Period exceeds the applicable Fair Usage Limit, Thomas has the right (in its sole discretion) to suspend the relevant Subscription until either:

    5.2.1 the Subscription is renewed automatically in accordance with clause 3.1.2; or

    5.2.2 the parties agree for the Account Holder to purchase an increased Subscription Allowance in accordance with clause 6.1.2.

    5.3 Thomas does not guarantee the integrity of any Content in the event it suspends access to Online Subscription Services, Documentation, Deliverables and/or the Thomas Platform in accordance with clause 5.2.

    6. SUBSCRIPTION PURCHASE AND FEES

    6.1 The Fees for each Subscription purchased pursuant to these Service Module Terms shall consist of and be calculated as follows:

    6.1.1 in respect of the Subscription Allowance for each Subscription Period, an annual sum payable monthly (by direct debit once Thomas has the functionality available for such payments to be made) in respect of each applicable Subscription for each Subscription Period, which shall be chargeable in accordance with Thomas' then-current price list (the "Subscription Fee"); and

    6.1.2 where the Fair Usage Limit has been exceeded in a particular Subscription Period, a one off payment of additional fees to increase the Subscription Allowance for that Subscription Period and which shall include:

    6.1.2.1 fees to pay for any actual usage of the Online Subscription Services in excess of the applicable Fair Usage Limit; and

    6.1.2.2 fees to purchase additional on-going access to the Online Subscription Services for the remainder of the relevant Subscription Period.  

    6.2 In respect of these Service Module Terms, clause 7.3 (Fees and Payment) of the Master Agreement shall not apply.  Instead, the Subscription Fee shall be payable in advance of each Subscription Period.

    6.3 In addition to, and without prejudice to, the terms set out in clause 7 (Fees and Payment) of the Master Agreement, if the Subscription Fee or any other amount payable in connection with these Service Module Terms is not paid in full when due, Thomas reserves the right to suspend the:

    6.3.1 Account Holder’s access to the Thomas Platform; and/or

    Subscription and/or the provision of Online Subscription Services, Documentation and/or any Deliverables or any part of them to the Account Holder.

  • Training

    Training

    Service Module 4

    Version: 2.0

    Version date: 30/08/2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to the provision by Thomas of Training Services (as defined below) to the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Bespoke Training Course" has the meaning set out in clause 2.6.1;

    "Complementary Training Services" means Training Services which are provided to the Account Holder on a complementary basis, at Thomas' sole discretion;

    "Delegate Lists" has the meaning set out in clause 3.1;

    "Delegates" means the individuals who are due to attend a Training Event, and "Delegate" shall be interpreted accordingly;

    "In-House Training Course" has the meaning set out in clause 2.5;

    "In-House Transfer Fee" has the meaning set out in clause 4.2.2;

    "Licensed Training Services" means Training Services which are provided to the Account Holder as a part of a Platform Licence and in accordance with Service Module 1 (Platform Licence Terms);

    "Log-In Details" has the meaning set out in clause 2.7.1.1;

    "Online Training Course" has the meaning set out in clause 2.7.1;

    "Public Training Course" has the meaning set out in clause 2.4.1;

    "Public Transfer Fee" has the meaning set out in clause 4.1.2;

    "Standalone Training Services" means Training Services which are provided to the Account Holder on a standalone basis and which are not:

    (a) Complementary Training Services or

    (b) provided as a part of any Licensed Training Services or any Subscription Training Services;

    "Subscription Training Services" means Training Services which are provided to the Account Holder as a part of a Subscription and in accordance with Service Module 3 (Online Services - Subscription Terms);

    "Training Course" means a course organised by Thomas to provide Training Services and which shall include In-House Training Courses, Public Training Courses, Bespoke Training Courses and Online Training Courses;

    "Training Services" means any training provided by Thomas to the Account Holder in respect of any Solution(s) and which shall include the provision by Thomas of any Training Course;

    "Training Services Documentation" has the meaning set out in clause 3.2; and

    "Validity Period" has the meaning set out in clause 2.7.1.2.

    2. TRAINING SERVICES

    2.1 In addition to the disclaimers set out in clause 13.2 (Disclaimers) of the Master Agreement, and except to the extent prohibited by law, or to the extent any statutory rights apply and cannot be excluded, limited or waived, Thomas and its licensors disclaim all warranties:

    2.1.1 that the Training Services Documentation are accurate and/or up to date;

    2.1.2 that the Training Services will cover any or all of the specific points referred to in its advertising or promotional literature, or that such literature will always be accurate and/or up to date; and

    2.1.3 in respect of any offers provided to the Account Holder.

    2.2 Where Thomas names speakers for a particular Training Course, it will use reasonable endeavours to ensure that such speakers appear at such Training Course but Thomas reserves the right to make speaker substitutions from time to time with other speakers of comparable quality.

    2.3 Where Thomas agrees with the Account Holder to arrange catering for a Training Course, the Account Holder must inform Thomas in writing if any Delegate(s) for the Training Course have any specific dietary requirements.  If the Account Holder does not provide details of such dietary requirements, Thomas may be unable to provide catering for the affected Delegate(s).

    2.4 Public Training Courses

    2.4.1 As a part of the Training Services, Thomas may provide the Account Holder with  training courses which are provided at a venue chosen by Thomas (and which may not be an Account Holder premises) (each, a "Public Training Course").

    2.4.2 Public Training Courses are non-residential courses and do not include overnight accommodation, but will include a midday meal and hot drinks as appropriate.

    2.4.3 In respect of Public Training Courses, Thomas:

    2.4.3.1 shall use reasonable endeavours to ensure that any location chosen for a Public Training Course is suitably accessible, provided that the Account Holder shall provide Thomas with at least two (2) weeks' written notice of any special needs relating to accessibility for any Delegate(s) due to attend a Public Training Course, and provided that the Account Holder shall be liable to incur the cost of any resources required to cater for such special needs where these are not itemised in the applicable Order Form for such Public Training Course; and

    2.4.3.2 may (at its sole discretion) change the location of a Public Training Course, provided that Thomas provides as much notice as is reasonably practicable and provided that Thomas uses reasonable endeavours to ensure that the new location is of a similar or better standard to the original location and which is within a reasonable distance of the original location.

    2.5 In-House Training Courses

    2.5.1 As a part of the Training Services, Thomas may provide the Account Holder with training services which are provided in-house at an Account Holder premises (each, an "In-House Training Course").

    2.5.2 In respect of In-House Training Courses:

    2.5.2.1 the Account Holder shall source a location for an In-House Training Course, which shall be notified to and agreed by Thomas at least fourteen (14) days prior to the applicable In-House Training Course.  If the Account Holder wishes to change a previously agreed location, Thomas may at its option:

    (a) cancel the In-House Training Course without any liability to the Account Holder; or

    (b) charge additional expenses reasonably incurred as a result of such change.

    Where Thomas exercises its right to cancel an In-House Training Course in accordance with clause 2.5.2.1(a) above, and without prejudice to any other rights or remedies that Thomas may have, the Account Holder is liable to pay any of Thomas' out-of-pocket expenses which it cannot recover as a result of such cancellation; and

    2.5.2.2 unless otherwise agreed in writing, the Account Holder is responsible for ensuring that the location for the In-House Training Course is suitable (which shall, unless advised otherwise by Thomas be a u-shape or boardroom layout room), and will arrange:

    (a) appropriate refreshments and meals for Delegates and speaker(s); and

    (b) all required equipment to provide the Training Services, including (unless advised otherwise by Thomas) an LCD screen or a video data projector with a freestanding screen, a flipchart with stand and pens.

    2.5.3 Unless agreed otherwise between the parties and subject to clause 2.5.4, at least fourteen (14) days prior to an In-House Training Course, the Account Holder shall provide to Thomas a list of Delegates who will be attending the In-House Training Course, including full name, role within the company, gender and email address.

    2.5.4 Thomas may (at its sole discretion):

    2.5.4.1 limit numbers of Delegates who are authorised to attend an In-House Training Course; and/or

    2.5.4.2 permit additional Delegates to attend an In-House Training Course on the day of the In-House Training Course, in which case Thomas shall invoice the Account Holder for any such additional Delegates on a proportionate basis.

    2.5.5 The Account Holder is permitted to make substitutions of Delegates at In-House Training Courses at any time without additional charge, provided that the Account Holder acknowledges and agrees that:

    2.5.5.1 Thomas may not be able to cater for specific dietary requirements of such substituted Delegates if Thomas has been provided with less than two (2) weeks' prior notice of such substitution; and

    2.5.5.2 some In-House Training Courses require attendance at previous Training Events and substitutions are not permitted where the substituted Delegate has not attended such previous Training Course.

    2.6 Bespoke Training Courses

    2.6.1 As part of the Training Services, Thomas may provide the Account Holder with bespoke training courses (each, a "Bespoke Training Course"), whereby Thomas (or third parties on Thomas' behalf) agree to tailor the training to the requirements of the Account Holder as further set out in the relevant Order).

    2.7 Online Training Courses

    2.7.1 Subject to clause 2.7.2, and provided the Account Holder has the benefit of a valid Platform Licence and access to the Thomas Platform pursuant to Service Module 1 (Platform Licence Terms), as a part of the Training Services, Thomas may provide the Account Holder with access to online training courses (each, an "Online Training Course"), and whereby:

    2.7.1.1 Thomas will provide log-in details to the Account Holder’s nominated Platform User for access to the Online Training Course it has purchased ("Log-In Details");>

    2.7.1.2 the Log-In Details will be valid for six (6) months from the date of order("Validity Period"), during which time the Account Holder’s nominated Platform User may have one attempt at completing the relevant Online Training Course;

    2.7.1.3 unless otherwise agreed in the relevant Order, the Log-In Details shall expire at the end of the Validity Period whether or not the Online Training Course has been completed or not;

    2.7.1.4 except as set out in clause 2.7.1.6, an Online Training Course has no monetary value, is not redeemable on non-use, is not refundable or exchangeable in whole or in part and is not transferable to third parties;

    2.7.1.5 the Account Holder shall procure that the relevant Platform User shall not share the Log-In Details to any third party (including to other Platform Users) and shall keep the Log-In Details secure and confidential at all times;

    2.7.1.6 the Account Holder may at any time during the Validity Period, nominate an alternative Platform User to access the Online Training Course provided always that:

    (a) the Online Training Course has not previously been accessed or completed;

    (b) as soon as the Online Training Course has been started, the Account Holder shall not be entitled to nominate any other Platform User to take that same Online Training Course; and

    (c) the Account Holder informs Thomas that a new Platform User needs to be nominated to utilise the Online Training Course so that Thomas may arrange for alternative Log-In Details to be provided.

    2.7.2 For the avoidance of doubt, any Account Holder without a current Platform Licence may not access any Online Training Course(s).

    3. TRAINING MATERIALS

    3.1 Without prejudice to clauses 10 (Intellectual Property Rights), 5 (Licence Grant) and 8 (Data Protection) of the Master Agreement, in respect of any Delegate lists that Thomas may provide to the Account Holder with regard to any Training Courses ("Delegate Lists"), the Account Holder:

    3.1.1 shall not copy such Delegate Lists or use such Delegate Lists other than for the Permitted Purpose;

    3.1.2 shall not enter the data comprised in such Delegate Lists onto a computer system; and

    3.1.3 acknowledges that Thomas may not have Delegate consent to disclose Delegate details to the Account Holder for marketing purposes and so the Account Holder shall not use or store such Delegate details for this purpose or for any other purpose (other than for the Permitted Purpose as may be set out in the Order Form).

    3.2 Without prejudice to clauses 10 (Intellectual Property Rights), 5 (Licence Grant) and 8 (Data Protection) of the Master Agreement, in respect of any books and all other materials supplied by Thomas in connection with the Training Services ("Training Services Documentation") the Account Holder shall not copy any such Training Services Documentation for any purpose without the express prior written permission from the copyright owner of such Training Services Documentation.

    4.            TRANSFERS AND CHANGES

    4.1 Public Training Courses

    4.1.1 The Account Holder can transfer a Delegate from one Public Training Course to another Public Training Course date without additional charge, provided that:

    4.1.1.1 there is sufficient space on the replacement Public Training Course;

    4.1.1.2 no previous similar requests have been made in respect of the particular Delegate; and

    4.1.1.3 the request is made more than thirty (30) days prior to the date of both the originally booked Public Training Course and the replacement Public Training Course.

    4.1.2 Where the Account Holder makes a request to transfer a Delegate from one Public Training Course to another Public Training Course which is not permitted by clause 4.1.1, the following transfer fee(s) shall apply:

    4.1.2.1 transfer fee for one day course: £150 plus VAT per Delegate; and

    4.1.2.2 transfer fee for two day course: £200 plus VAT per Delegate,

    (each, a "Public Transfer Fee").   

    4.2 In House Training Courses

    4.2.1 The Account Holder can change the date of an In-House Training Course without additional charge, provided that the request is made more than thirty (30) days prior to the date of both the originally booked In-House Training Course and the replacement In-House Training Course.

    4.2.2 Where the Account Holder makes a request to change the date of an In-House Training Course which is not permitted by clause 4.2.1, the following transfer fee(s) shall apply:

    4.2.2.1 transfer fee for one day course: £500 +VAT; and

    4.2.2.2 transfer fee for two day course: £750 + VAT,

    (each, an "In-House Transfer Fee").

    4.3 For the avoidance of doubt, unless and to the extent permitted by this clause 4 or otherwise agreed by Thomas, if fewer than the agreed number of Delegates attend any Training Course:

    4.3.1 relating to Standalone Training Services, there will be no reduction in the Fee payable by the Account Holder;

    4.3.2 relating to any other Training Services (including Licensed Training Services, Subscription Training Services or Complementary Training Services), the Account Holder will be liable to pay to Thomas:

    4.3.2.1 where the Training Course is a Public Training Course, the entire Fee per Delegate that fails to attend; or

    4.3.2.2 where the Training Course is an In-House Training Course, the entire relevant Fee for such failure to attend.

    5. TERMINATION AND CANCELLATION

    5.1 Without prejudice to either party's rights under clause 18.2 (Termination) of the Master Agreement, Thomas may terminate these Service Module Terms and any Order for Training Services at any time (including any Training Course), provided that Thomas shall:

    5.1.1 provide as much notice to the Account Holder as is reasonably possible in the circumstances;

    5.1.2 refund any Fees paid in advance by the Account Holder in respect of such Training Services; and

    5.1.3 use reasonable endeavours to provide details of similar training courses that Thomas is due to hold to the Account Holder.

    5.2 For the avoidance of doubt, except as may be permitted under clause 16.2 (Termination) of the Master Agreement and clauses 5.3 and 5.4 of these Service Module Terms, the Account Holder is not permitted to terminate these Service Module Terms or any Order for Training Services, or to cancel any Order for Training Services (including any Training Course).  In the event that any Delegate fails to attend a Training Course, the Account Holder will remain liable to pay the full Fee pertaining to such Training Course in respect of such Delegate.

    5.3 If the Account Holder cancels an Order for Standalone Training Services (but excluding any Online Training Courses), the following cancellation fees shall apply, depending on the number of days prior to the applicable Training Course that Thomas receives notice of such cancellation, as set out in the table below.
     

    Days prior to the Training Course

    Cancellation Fee

    14 days or less

    100% of the total Fee

    More than 14 and less than or equal to 30 days

    50% of the total Fee

    For the avoidance of doubt, the Account Holder is permitted to cancel an Order for Standalone Training Services (but excluding any Online Training Courses) at no charge, where the cancellation is notified to Thomas more than thirty (30) days prior to the start date of the applicable Training Course.

    5.4 The Account Holder can cancel an Order for Licensed Training Services, Subscription Training Services or Complementary Training Services (but excluding any Online Training Courses) upon at least thirty (30) days' notice prior to the date of the applicable Training Course. If the Account Holder cancels an Order for Licensed Training Services, Subscription Training Services or Complementary Training Services within thirty (30) days' of the date of the applicable Training Course, the Account Holder will be liable to pay to Thomas:

    5.4.1 where the Training Course is a Public Training Course, the Public Transfer Fee for cancellation of each relevant Order for Licensed Training Services, Subscription Training Services and/or Complementary Training Services (as may be applicable); or

    5.4.2 where the Training Course is an In-House Training Course, the In-House Transfer Fee for cancellation of each relevant Order for Licensed Training Services, Subscription Training Services and/or Complementary Training Services (as may be applicable). 

    5.5 For the avoidance of doubt, the Account Holder is not permitted under any circumstances to cancel an Order for Training Services relating to an Online Training Course.

    6. FEES

    6.1 Unless and to the extent otherwise set out in an Order, the Fees for the Training Services shall be calculated as follows:

    6.1.1 the Fees for each Training Course provided as part of Licensed Training Services shall be included within the applicable Platform Licence Fee;

    6.1.2 the Fees for each Training Course provided as part of Subscription Training Services shall be included within the applicable Subscription Fee; and

    6.1.3 the Fees for each Training Course provided as part of Standalone Training Services shall be charged as a fixed fee per Training Course in accordance with Thomas' price list as at the date of the Order, except where any such Standalone Training Services are also Complementary Training Services, which will be provided to the Account Holder free of charge.

    6.2 Clause 7.3 (Fees and Payment) of the Master Agreement shall not apply in respect of Standalone Training Services and invoiced Fees for any such Standalone Training Services shall be due at any time prior to the date of the relevant Training Course to which they apply (the "due date").

  • Online Learning

    Online Learning

    Service Module 5

    Version: 2.0

    Version date: 30/08/2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to the provision by Thomas of Training Services (as defined below) to the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Bespoke Training Course" has the meaning set out in clause 2.6.1;

    "Complementary Training Services" means Training Services which are provided to the Account Holder on a complementary basis, at Thomas' sole discretion;

    "Delegate Lists" has the meaning set out in clause 3.1;

    "Delegates" means the individuals who are due to attend a Training Event, and "Delegate" shall be interpreted accordingly;

    "In-House Training Course" has the meaning set out in clause 2.5;

    "In-House Transfer Fee" has the meaning set out in clause 4.2.2;

    "Licensed Training Services" means Training Services which are provided to the Account Holder as a part of a Platform Licence and in accordance with Service Module 1 (Platform Licence Terms);

    "Log-In Details" has the meaning set out in clause 2.7.1.1;

    "Online Training Course" has the meaning set out in clause 2.7.1;

    "Public Training Course" has the meaning set out in clause 2.4.1;

    "Public Transfer Fee" has the meaning set out in clause 4.1.2;

    "Standalone Training Services" means Training Services which are provided to the Account Holder on a standalone basis and which are not:

    (a) Complementary Training Services or

    (b) provided as a part of any Licensed Training Services or any Subscription Training Services;

    "Subscription Training Services" means Training Services which are provided to the Account Holder as a part of a Subscription and in accordance with Service Module 3 (Online Services - Subscription Terms);

    "Training Course" means a course organised by Thomas to provide Training Services and which shall include In-House Training Courses, Public Training Courses, Bespoke Training Courses and Online Training Courses;

    "Training Services" means any training provided by Thomas to the Account Holder in respect of any Solution(s) and which shall include the provision by Thomas of any Training Course;

    "Training Services Documentation" has the meaning set out in clause 3.2; and

    "Validity Period" has the meaning set out in clause 2.7.1.2.

    2. TRAINING SERVICES

    2.1 In addition to the disclaimers set out in clause 13.2 (Disclaimers) of the Master Agreement, and except to the extent prohibited by law, or to the extent any statutory rights apply and cannot be excluded, limited or waived, Thomas and its licensors disclaim all warranties:

    2.1.1 that the Training Services Documentation are accurate and/or up to date;

    2.1.2 that the Training Services will cover any or all of the specific points referred to in its advertising or promotional literature, or that such literature will always be accurate and/or up to date; and

    2.1.3 in respect of any offers provided to the Account Holder.

    2.2 Where Thomas names speakers for a particular Training Course, it will use reasonable endeavours to ensure that such speakers appear at such Training Course but Thomas reserves the right to make speaker substitutions from time to time with other speakers of comparable quality.

    2.3 Where Thomas agrees with the Account Holder to arrange catering for a Training Course, the Account Holder must inform Thomas in writing if any Delegate(s) for the Training Course have any specific dietary requirements.  If the Account Holder does not provide details of such dietary requirements, Thomas may be unable to provide catering for the affected Delegate(s).

    2.4 Public Training Courses

    2.4.1 As a part of the Training Services, Thomas may provide the Account Holder with  training courses which are provided at a venue chosen by Thomas (and which may not be an Account Holder premises) (each, a "Public Training Course").

    2.4.2 Public Training Courses are non-residential courses and do not include overnight accommodation, but will include a midday meal and hot drinks as appropriate.

    2.4.3 In respect of Public Training Courses, Thomas:

    2.4.3.1 shall use reasonable endeavours to ensure that any location chosen for a Public Training Course is suitably accessible, provided that the Account Holder shall provide Thomas with at least two (2) weeks' written notice of any special needs relating to accessibility for any Delegate(s) due to attend a Public Training Course, and provided that the Account Holder shall be liable to incur the cost of any resources required to cater for such special needs where these are not itemised in the applicable Order Form for such Public Training Course; and

    2.4.3.2 may (at its sole discretion) change the location of a Public Training Course, provided that Thomas provides as much notice as is reasonably practicable and provided that Thomas uses reasonable endeavours to ensure that the new location is of a similar or better standard to the original location and which is within a reasonable distance of the original location.

    2.5 In-House Training Courses

    2.5.1 As a part of the Training Services, Thomas may provide the Account Holder with training services which are provided in-house at an Account Holder premises (each, an "In-House Training Course").

    2.5.2 In respect of In-House Training Courses:

    2.5.2.1 the Account Holder shall source a location for an In-House Training Course, which shall be notified to and agreed by Thomas at least fourteen (14) days prior to the applicable In-House Training Course.  If the Account Holder wishes to change a previously agreed location, Thomas may at its option:

    (a) cancel the In-House Training Course without any liability to the Account Holder; or

    (b) charge additional expenses reasonably incurred as a result of such change.

    Where Thomas exercises its right to cancel an In-House Training Course in accordance with clause 2.5.2.1(a) above, and without prejudice to any other rights or remedies that Thomas may have, the Account Holder is liable to pay any of Thomas' out-of-pocket expenses which it cannot recover as a result of such cancellation; and

    2.5.2.2 unless otherwise agreed in writing, the Account Holder is responsible for ensuring that the location for the In-House Training Course is suitable (which shall, unless advised otherwise by Thomas be a u-shape or boardroom layout room), and will arrange:

    (a) appropriate refreshments and meals for Delegates and speaker(s); and

    (b) all required equipment to provide the Training Services, including (unless advised otherwise by Thomas) an LCD screen or a video data projector with a freestanding screen, a flipchart with stand and pens.

    2.5.3 Unless agreed otherwise between the parties and subject to clause 2.5.4, at least fourteen (14) days prior to an In-House Training Course, the Account Holder shall provide to Thomas a list of Delegates who will be attending the In-House Training Course, including full name, role within the company, gender and email address.

    2.5.4 Thomas may (at its sole discretion):

    2.5.4.1 limit numbers of Delegates who are authorised to attend an In-House Training Course; and/or

    2.5.4.2 permit additional Delegates to attend an In-House Training Course on the day of the In-House Training Course, in which case Thomas shall invoice the Account Holder for any such additional Delegates on a proportionate basis.

    2.5.5 The Account Holder is permitted to make substitutions of Delegates at In-House Training Courses at any time without additional charge, provided that the Account Holder acknowledges and agrees that:

    2.5.5.1 Thomas may not be able to cater for specific dietary requirements of such substituted Delegates if Thomas has been provided with less than two (2) weeks' prior notice of such substitution; and

    2.5.5.2 some In-House Training Courses require attendance at previous Training Events and substitutions are not permitted where the substituted Delegate has not attended such previous Training Course.

    2.6 Bespoke Training Courses

    2.6.1 As part of the Training Services, Thomas may provide the Account Holder with bespoke training courses (each, a "Bespoke Training Course"), whereby Thomas (or third parties on Thomas' behalf) agree to tailor the training to the requirements of the Account Holder as further set out in the relevant Order).

    2.7 Online Training Courses

    2.7.1 Subject to clause 2.7.2, and provided the Account Holder has the benefit of a valid Platform Licence and access to the Thomas Platform pursuant to Service Module 1 (Platform Licence Terms), as a part of the Training Services, Thomas may provide the Account Holder with access to online training courses (each, an "Online Training Course"), and whereby:

    2.7.1.1 Thomas will provide log-in details to the Account Holder’s nominated Platform User for access to the Online Training Course it has purchased ("Log-In Details");>

    2.7.1.2 the Log-In Details will be valid for six (6) months from the date of order("Validity Period"), during which time the Account Holder’s nominated Platform User may have one attempt at completing the relevant Online Training Course;

    2.7.1.3 unless otherwise agreed in the relevant Order, the Log-In Details shall expire at the end of the Validity Period whether or not the Online Training Course has been completed or not;

    2.7.1.4 except as set out in clause 2.7.1.6, an Online Training Course has no monetary value, is not redeemable on non-use, is not refundable or exchangeable in whole or in part and is not transferable to third parties;

    2.7.1.5 the Account Holder shall procure that the relevant Platform User shall not share the Log-In Details to any third party (including to other Platform Users) and shall keep the Log-In Details secure and confidential at all times;

    2.7.1.6 the Account Holder may at any time during the Validity Period, nominate an alternative Platform User to access the Online Training Course provided always that:

    (a) the Online Training Course has not previously been accessed or completed;

    (b) as soon as the Online Training Course has been started, the Account Holder shall not be entitled to nominate any other Platform User to take that same Online Training Course; and

    (c) the Account Holder informs Thomas that a new Platform User needs to be nominated to utilise the Online Training Course so that Thomas may arrange for alternative Log-In Details to be provided.

    2.7.2 For the avoidance of doubt, any Account Holder without a current Platform Licence may not access any Online Training Course(s).

    3. TRAINING MATERIALS

    3.1 Without prejudice to clauses 10 (Intellectual Property Rights), 5 (Licence Grant) and 8 (Data Protection) of the Master Agreement, in respect of any Delegate lists that Thomas may provide to the Account Holder with regard to any Training Courses ("Delegate Lists"), the Account Holder:

    3.1.1 shall not copy such Delegate Lists or use such Delegate Lists other than for the Permitted Purpose;

    3.1.2 shall not enter the data comprised in such Delegate Lists onto a computer system; and

    3.1.3 acknowledges that Thomas may not have Delegate consent to disclose Delegate details to the Account Holder for marketing purposes and so the Account Holder shall not use or store such Delegate details for this purpose or for any other purpose (other than for the Permitted Purpose as may be set out in the Order Form).

    3.2 Without prejudice to clauses 10 (Intellectual Property Rights), 5 (Licence Grant) and 8 (Data Protection) of the Master Agreement, in respect of any books and all other materials supplied by Thomas in connection with the Training Services ("Training Services Documentation") the Account Holder shall not copy any such Training Services Documentation for any purpose without the express prior written permission from the copyright owner of such Training Services Documentation.

    4.            TRANSFERS AND CHANGES

    4.1 Public Training Courses

    4.1.1 The Account Holder can transfer a Delegate from one Public Training Course to another Public Training Course date without additional charge, provided that:

    4.1.1.1 there is sufficient space on the replacement Public Training Course;

    4.1.1.2 no previous similar requests have been made in respect of the particular Delegate; and

    4.1.1.3 the request is made more than thirty (30) days prior to the date of both the originally booked Public Training Course and the replacement Public Training Course.

    4.1.2 Where the Account Holder makes a request to transfer a Delegate from one Public Training Course to another Public Training Course which is not permitted by clause 4.1.1, the following transfer fee(s) shall apply:

    4.1.2.1 transfer fee for one day course: £150 plus VAT per Delegate; and

    4.1.2.2 transfer fee for two day course: £200 plus VAT per Delegate,

    (each, a "Public Transfer Fee").   

    4.2 In House Training Courses

    4.2.1 The Account Holder can change the date of an In-House Training Course without additional charge, provided that the request is made more than thirty (30) days prior to the date of both the originally booked In-House Training Course and the replacement In-House Training Course.

    4.2.2 Where the Account Holder makes a request to change the date of an In-House Training Course which is not permitted by clause 4.2.1, the following transfer fee(s) shall apply:

    4.2.2.1 transfer fee for one day course: £500 +VAT; and

    4.2.2.2 transfer fee for two day course: £750 + VAT,

    (each, an "In-House Transfer Fee").

    4.3 For the avoidance of doubt, unless and to the extent permitted by this clause 4 or otherwise agreed by Thomas, if fewer than the agreed number of Delegates attend any Training Course:

    4.3.1 relating to Standalone Training Services, there will be no reduction in the Fee payable by the Account Holder;

    4.3.2 relating to any other Training Services (including Licensed Training Services, Subscription Training Services or Complementary Training Services), the Account Holder will be liable to pay to Thomas:

    4.3.2.1 where the Training Course is a Public Training Course, the entire Fee per Delegate that fails to attend; or

    4.3.2.2 where the Training Course is an In-House Training Course, the entire relevant Fee for such failure to attend.

    5. TERMINATION AND CANCELLATION

    5.1 Without prejudice to either party's rights under clause 18.2 (Termination) of the Master Agreement, Thomas may terminate these Service Module Terms and any Order for Training Services at any time (including any Training Course), provided that Thomas shall:

    5.1.1 provide as much notice to the Account Holder as is reasonably possible in the circumstances;

    5.1.2 refund any Fees paid in advance by the Account Holder in respect of such Training Services; and

    5.1.3 use reasonable endeavours to provide details of similar training courses that Thomas is due to hold to the Account Holder.

    5.2 For the avoidance of doubt, except as may be permitted under clause 16.2 (Termination) of the Master Agreement and clauses 5.3 and 5.4 of these Service Module Terms, the Account Holder is not permitted to terminate these Service Module Terms or any Order for Training Services, or to cancel any Order for Training Services (including any Training Course).  In the event that any Delegate fails to attend a Training Course, the Account Holder will remain liable to pay the full Fee pertaining to such Training Course in respect of such Delegate.

    5.3 If the Account Holder cancels an Order for Standalone Training Services (but excluding any Online Training Courses), the following cancellation fees shall apply, depending on the number of days prior to the applicable Training Course that Thomas receives notice of such cancellation, as set out in the table below.
     

    Days prior to the Training Course

    Cancellation Fee

    14 days or less

    100% of the total Fee

    More than 14 and less than or equal to 30 days

    50% of the total Fee

    For the avoidance of doubt, the Account Holder is permitted to cancel an Order for Standalone Training Services (but excluding any Online Training Courses) at no charge, where the cancellation is notified to Thomas more than thirty (30) days prior to the start date of the applicable Training Course.

    5.4 The Account Holder can cancel an Order for Licensed Training Services, Subscription Training Services or Complementary Training Services (but excluding any Online Training Courses) upon at least thirty (30) days' notice prior to the date of the applicable Training Course. If the Account Holder cancels an Order for Licensed Training Services, Subscription Training Services or Complementary Training Services within thirty (30) days' of the date of the applicable Training Course, the Account Holder will be liable to pay to Thomas:

    5.4.1 where the Training Course is a Public Training Course, the Public Transfer Fee for cancellation of each relevant Order for Licensed Training Services, Subscription Training Services and/or Complementary Training Services (as may be applicable); or

    5.4.2 where the Training Course is an In-House Training Course, the In-House Transfer Fee for cancellation of each relevant Order for Licensed Training Services, Subscription Training Services and/or Complementary Training Services (as may be applicable). 

    5.5 For the avoidance of doubt, the Account Holder is not permitted under any circumstances to cancel an Order for Training Services relating to an Online Training Course.

    6. FEES

    6.1 Unless and to the extent otherwise set out in an Order, the Fees for the Training Services shall be calculated as follows:

    6.1.1 the Fees for each Training Course provided as part of Licensed Training Services shall be included within the applicable Platform Licence Fee;

    6.1.2 the Fees for each Training Course provided as part of Subscription Training Services shall be included within the applicable Subscription Fee; and

    6.1.3 the Fees for each Training Course provided as part of Standalone Training Services shall be charged as a fixed fee per Training Course in accordance with Thomas' price list as at the date of the Order, except where any such Standalone Training Services are also Complementary Training Services, which will be provided to the Account Holder free of charge.

    6.2 Clause 7.3 (Fees and Payment) of the Master Agreement shall not apply in respect of Standalone Training Services and invoiced Fees for any such Standalone Training Services shall be due at any time prior to the date of the relevant Training Course to which they apply (the "due date").

  • Consultancy - Including CDC projects and workshops

    Consultancy - Including CDC projects and workshops

    Service Module 6

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to the provision by Thomas of Consultancy Services (as defined below) to the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Consultancy Services" means any consultancy services provided by Thomas to the Account Holder in respect of any Thomas Solution(s);

    "Pre-Paid Consultancy Services" means Consultancy Services which are provided to the Account Holder as a part of: (i) a Platform Licence in accordance with Service Module 1 (Platform Licence Terms); or (ii) a Subscription in accordance with Service Module 3 (Online Services – Subscription Terms);

    "Project" has the meaning set out in clause 2.1;

    "Service Request" means a written request made by the Account Holder for Thomas to provide Consultancy Services in accordance with these Service Module Terms; and

    "Standalone Consultancy Services" means Consultancy Services which are provided to the Account Holder on a standalone basis and not as a part of a Platform Licence or a Subscription.

    2. CONSULTANCY SERVICES

    2.1 Where the Account Holder issues Thomas with a Service Request, the parties shall, within a reasonable period of time and in any event within ten (10) days of receipt by Thomas of the Service Request, agree in writing and in reasonable detail, the scope of the Consultancy Services to be provided by Thomas to the Account Holder and which shall be further set out in the applicable Order (each, a "Project").

    2.2 Thomas shall use reasonable endeavours to:

    2.2.1 provide Consultancy Services in accordance with the Service Request and Project to which they relate; and

    2.2.2 deliver a Project in accordance with any identified Project specifications and outcomes as set out in the Order, provided that time shall not be of the essence in respect of the delivery of any Project.

    2.3 The Account Holder shall:

    2.3.1 provide Thomas with all necessary co-operation;

    2.3.2 provide Thomas with all necessary access to such information, documentation and other material as may be reasonably required by Thomas, including any Content and security access information; and

    2.3.3 comply with all reasonable instructions (whether written or verbal) given by Thomas to the Account Holder and carry out all other Account Holder responsibilities set out in the Master Agreement, these Service Module Terms and/or any Order,

    in relation to the provision of the Consultancy Services and the delivery of a Project.

    2.4 Without prejudice to clause 15 (Limitation of Liability) of the Master Agreement, Thomas shall not be liable in any circumstances for any failure to provide the Consultancy Services or to deliver a Project (including any failure to meet a Project deadline) where such failure arises directly or indirectly out of the Account Holder's failure (whether by act or inaction) to comply with clause 2.3.

    3. TERMINATION AND CANCELLATION

    3.1 For the avoidance of doubt, except as may be permitted under clause 16.2 (Termination) of the Master Agreement and clauses 3.2 and 3.4 of these Service Module Terms, the Account Holder is not permitted to terminate these Service Module Terms or any Order for Consultancy Services (including any Project).

    3.2 The Account Holder can cancel an Order for Consultancy Services, including any Project, (whether such Consultancy Services are Prepaid Consultancy Services or Standalone Consultancy Services) upon at least thirty (30) days' notice prior to the start date of the applicable Consultancy Services and/or Project.

    3.3 If the Account Holder cancels an Order for Standalone Consultancy Services (including any Project):

    3.3.1 within fourteen (14) days of the start date of the applicable Consultancy Services and/or Project, the Account Holder will remain liable to pay to Thomas the full Fees pertaining to the Order for such Consultancy Services and/or Project; and

    3.3.2 more than fourteen (14) days and less than thirty (30) days prior to the start date of the applicable Consultancy Services and/or Project, the Account Holder will be liable to pay to Thomas fifty percent (50%) of the full Fees pertaining to the Order for such Consultancy Services and/or Project.

    3.4 If the Account Holder cancels an Order for Pre-Paid Consultancy Services within thirty (30) days of the start date of the applicable Consultancy Services and/or Project, the Account Holder will be liable to pay to Thomas a four hundred pound (£400) cancellation fee for cancellation of each relevant Project which forms a part of the cancelled Pre-Paid Consultancy Services.

    4. FEES

    4.1 The Fees for the Consultancy Services shall be calculated on a per Project basis using a day or half day rate (as may be applicable in the circumstances), in accordance with Thomas' price list as at the date of the relevant Order and as further set out in the applicable Order.

    4.2 In addition to the Fees set out in clause 4.1, and unless agreed otherwise in writing between the parties, the Account Holder shall pay all reasonable expenses properly and reasonably incurred by Thomas in the course of the provision of the Consultancy Services and/or the delivery of a Project (including but not limited to travel and accommodation), subject to the production of receipts or other appropriate evidence of payment.

  • Managed Services - Including Bureau, Engage and 360 Elite

    Managed Services - Including Bureau, Engage and 360 Elite

    Service Module 7

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement").

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to the provision by Thomas of Managed Services (as defined below) to the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Bureau" has the meaning given to it in clause 2.1.1.3;

    "Bureau Assessment" means an Assessment which is undertaken by a Candidate using the Bureau service;

    "Bureau Validity" Period has the meaning set out in clause 3.2

    "Bureau Voucher" has the meaning set out in clause 3.1;

    "Managed Project" has the meaning set out in clause 2.2.1;

    "Managed Services" has the meaning set out in clause 2.1.1; and

    "Managed Services Request" means a written request made by the Account Holder for Thomas to provide Managed Services in accordance with these Service Module Terms.

    2. MANAGED SERVICES

    2.1 Service Description

    2.1.1 Thomas shall provide managed services to the Account Holder in accordance with these Service Module Terms and in order to provide end-to-end management of other Solution(s) on the Account Holder's behalf and whereby such managed services include the Thomas services known as;

    2.1.1.1 "360-Elite", a service which provides individual competency-based development assessments;

    2.1.1.2 "Engage", a service which establishes organisational engagement levels and actions for improvement; and

    2.1.1.3 "Bureau", a service which provides the Account Holder with individual end-to-end Assessment profiling for recruitment and development purposes,

    (the "Managed Services").

    2.2 Order Process

    2.2.1 Where the Account Holder issues Thomas with a Managed Services Request, the parties shall, within a reasonable period of time and in any event within seven (7) days of receipt by Thomas of the Managed Services Request, agree in writing and in reasonable detail, the scope of the Managed Services, which shall be further set out in the relevant Order (each, a "Managed Project").

    2.2.2 For the purposes of these Service Module Terms, the Order Commencement Date in respect of any Order for Managed Services shall be the earlier of:

    2.2.2.1 the date on which the Account Holder notifies to Thomas (whether via an online click-through, a telephone order or any other channel used by Thomas) that it wishes to order Assessment(s) via the use of the Managed Services;

    2.2.2.2 the date specified as such in any applicable Order Form relating to the Order;

    2.2.2.3 the date of the second party's signature or acceptance of any applicable Order Form relating to the Order; or

    2.2.2.4 where no Order Form applies to a particular Order, the date of the second party's acceptance of the terms relating to the applicable Order.

    2.3 Thomas shall use reasonable endeavours to:

    2.3.1 provide the Managed Services in accordance with the Managed Project to which they relate; and

    2.3.2 successfully deliver the Managed Project in accordance with any identified timelines, provided that time shall not be of the essence.

    2.4 The Account Holder shall:

    2.4.1 provide Thomas with all necessary co-operation reasonably required;

    2.4.2 provide Thomas with all necessary access to such information, documentation and other material as may be reasonably required by Thomas; and

    2.4.3 comply with all reasonable instructions (whether written or verbal) given by Thomas to the Account Holder and carry out all other applicable Account Holder responsibilities set out in the Master Agreement, these Service Module Terms and/or any Order.

    2.5 Without prejudice to clause 15 (Limitation of Liability) of the Master Agreement, Thomas shall not be liable in any circumstances for any failure to provide the Managed Services or to deliver a Managed Project (including any failure to meet a Managed Project deadline), where such failure arises directly or indirectly out of:

    2.5.1 the Account Holder’s failure (whether by act or inaction) to comply with clause 2.3; and/or

    2.5.2 any failure by a Candidate to respond to or complete an Assessment presented to them by Thomas as part of a Managed Project.

    3. BUREAU SERVICE

    3.1 In order to receive Bureau services, the Account Holder can purchase individual vouchers, whereby each such voucher will provide the Account Holder with Bureau services relating to a single Bureau Assessment to be taken by a single Candidate (each, a "Bureau Voucher")

    3.2 Each Bureau Voucher will be valid for six (6) months from the Order Commencement Date (the "Bureau Validity Period").

    3.3 Except as set out in clause 3.4, a Bureau Voucher has no monetary value, is not redeemable on non-use, is not refundable or exchangeable in whole or in part and is not transferable to third parties.

    3.4 The Account Holder may at any time during the Bureau Validity Period, nominate an alternative Candidate to take a Bureau Assessment provided always that:

    3.4.1 the Bureau Assessment has not previously been accessed or completed; and 

    3.4.2 as soon as the Bureau Assessment has been started, the Account Holder shall not be entitled to nominate any other Candidate. 

    4. TERMINATION AND CANCELLATION

    4.1 Without prejudice to clause 16 (Term and Termination) of the Master Agreement, the Account Holder is not permitted to terminate or cancel these Service Module Terms and/or the relevant Order for Managed Services (including the Managed Services Project) at any point following the relevant Order Commencement Date.

    5. FEES

    5.1 The Fees for the Managed Services provided pursuant to these Service Module Terms shall be as set out in each Order. For the avoidance of doubt, the Account Holder may not dispute or withhold any such Fees to the extent such dispute or withholding relates to clause 2.5.

    5.2 Without prejudice to clause 7 (Fees and Payment) of the Master Agreement, Thomas shall invoice the Account Holder for the Fees as soon as reasonably practicable on or after the applicable Order Commencement Date, but in any event prior to the receipt by the Account Holder of any of the Managed Services relevant to the particular Order.  For the avoidance of doubt, and pursuant to clause 7.1.2 (Fees and Payment) of the Master agreement, payment obligations under these Service Module Terms are non-cancellable and Fees for the Managed Services are non-refundable at any time after the Order Commencement Date.

  • Integrations

    Integrations

    Service Module 8

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to the provision by Thomas of Integration Services (as defined below) to the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Acceptance Tests" means tests with respect to the useability of the Account Holder Environment after the Integration Services have been performed by Thomas;

    "API" means any Application Programming Interfaces developed by Thomas for use by the Account Holder in accordance with any Integration Services;

    "Bespoke Software" means software programs developed by the Account Holder (or by an authorised third party on the Account Holder’s behalf) to interact with any API;

    "Integration Project" has the meaning set out in clause 2.1;

    "Integration Service Notice" means a written notice (including by email) made by Thomas to the Account Holder that Integration Services and any Maintenance or Support are required by the Account Holder in order for the Account Holder to receive particular Solution(s);

    "Integration Service Request" means a written request made by the Account Holder for Thomas to provide Integration Services and any Maintenance or Support in accordance with these Service Module Terms;

    "Integration Services" means the integration of Integration Software into the Account Holder Environment and the provision of related services, in order to provide the Account Holder with access to certain Thomas Solution(s), as described in the Technical Annex;

    "Integration Software" means any:

    (a) API or software proprietary to Thomas;

    (b) Third Party Software; and/or

    (c) Bespoke Software,

    which is to be used as part of the Integration Services for inclusion into the Account Holder Environment;

    "Maintenance or Support" means the provision by Thomas of on-going maintenance or support services after completion of the relevant Integration Project;

    "Technical Annex" means the technical specification(s) relating to Thomas’ API, as may be amended from time to time; and

    "Third Party Software" means any software proprietary to third parties which is to be provided to the Account Holder without modification as part of the Integration Services.

    2. INTEGRATION SERVICES

    2.1 Where either:

    2.1.1 the Account Holder issues Thomas with an Integration Service Request; or

    2.1.2 Thomas provides the Account Holder with an Integration Service Notice,

    the parties shall, within a reasonable period of time and in any event within twenty-eight (28) days of receipt by Thomas of the Integration Service Request or receipt by the Account Holder of the Integration Service Notice (as applicable), agree in writing and in reasonable detail, the scope of the Integration Services, the Technical Annex, the Acceptance Tests, and Maintenance or Support, each of which (as applicable) shall be further set out in the relevant Order (each, an "Integration Project").

    2.2 Thomas shall use reasonable endeavours to:

    2.2.1 provide Integration Services and any Maintenance or Support in accordance with the Integration Project to which they relate;

    2.2.2 deliver and install any Integration Software needed to provide the Integration Services;

    2.2.3 successfully integrate the Integration Software with the relevant Account Holder software;

    2.2.4 develop (or use reasonable endeavours to ensure a party acting on its behalf develops) any Bespoke Software in accordance with the Integration Project; and

    2.2.5 successfully deliver an Integration Project in accordance with any identified Integration Project timelines, provided that time shall not be of the essence in respect of the delivery of any Integration Project.

    2.3 The Account Holder shall:

    2.3.1 provide Thomas with all necessary co-operation;

    2.3.2 provide Thomas with all necessary access to such information, documentation and other material as may be reasonably required by Thomas, including any Content and security access information; and

    2.3.3 comply with all reasonable instructions (whether written or verbal) given by Thomas to the Account Holder and carry out all other Account Holder responsibilities set out in the Master Agreement, these Service Module Terms and/or any Order,

    in relation to the provision of the Integration Services and the delivery of an Integration Project.

    2.4 The Account Holder must strictly comply at all times with:

    2.4.1 these Service Module Terms;

    2.4.2 the Master Agreement; and

    2.4.3 the Technical Annex.

    2.5 Without prejudice to clause 15 (Limitation of Liability) of the Master Agreement, Thomas shall not be liable in any circumstances for any failure to provide the Integration Services or to deliver an Integration Project (including any failure to meet an Integration Project deadline) where such failure arises directly or indirectly out of the Account Holder's failure (whether by act or inaction) to comply with its obligations under the Master Agreement and/or these Service Module Terms.

    3. OWNERSHIP

    3.1 For the purposes of these Service Module Terms, clause 7 (Intellectual Property Rights) of the Master Agreement shall not apply and shall be replaced with this clause 3.

    3.2 All Background IPRs shall remain vested in the relevant party that owns such Background IPRs.

    3.3 Subject to clause 3.4, the Intellectual Property Rights in the Integration Software (other than Third Party Software) shall belong to, vest in and remain vested in Thomas unconditionally and immediately upon their creation, and the Account Holder shall not have any rights in, or to, the Integration Software, other than in accordance with the licence granted to the Account Holder in clause 4. Accordingly, the Account Holder assigns to Thomas, with full title guarantee for all purposes, applications and fields of use (including by way of assignment of future Intellectual Property Rights) all Intellectual Property Rights in the Integration Software, including the right to take action for any past, present and future damages and other remedies in respect of any infringement.  The Account Holder must execute, and will procure that its sub-contractors execute, such documents and do such things as Thomas may consider reasonably necessary to give effect to this clause 3.3.

    3.4 Neither party shall be prevented or restricted from developing and using any techniques, ideas, concepts, information or know-how relating to methods or processes of general application which can be recalled only from the unaided memories of either party's personnel provided that in doing so there is no infringement of the Intellectual Property Rights of the other party.

    3.5 The Account Holder waives and will ensure that its employees, contractors, consultants, sub-contractors and all of its personnel waive all moral rights they might have in the Integration Software.

    3.6 The Account Holder shall use commercially reasonable endeavours to prevent any infringement of Thomas' Intellectual Property Rights in the Integration Software and shall promptly report to Thomas any such infringement that comes to its attention.  In particular, the Account Holder shall:

    3.6.1 ensure that each Platform User, before starting to use the Integration Software, is made aware that the Integration Software is proprietary to Thomas and that it may only be accessed and used in accordance with these Service Module Terms; and

    3.6.2 not permit third parties to have access to the Integration Software without Thomas' prior written consent.

    4. LICENCE

    4.1 In addition to the licence granted pursuant to clause 5.1 (Licences) of the Master Agreement and subject to clauses 2.4 and 4.2, Thomas grants to the Account Holder a:

    4.1.1 limited-term, non-exclusive, non-transferable, revocable right to use the Integration Services and the Integration Software (excluding the Bespoke Software) solely and only to the extent required for the Account Holder to access and be provided with any Solution(s) and related services it has purchased in accordance with the Master Agreement, these Service Module Terms and any other applicable Service Modules and/or Orders, and in any event strictly for the Account Holder's internal business purposes; and

    4.1.2 perpetual, exclusive, non-transferable, non-sub licensable right to use the Bespoke Software,

    4.1.2.1 except that the Account Holder shall be permitted to grant a sub-licence for Platform Users to use the Bespoke Software solely and only to the extent required for such Platform Users to access and be provided with any Solution(s) and related services that the Account Holder has purchased in accordance with the Master Agreement, these Service Module Terms and any other applicable Service Modules and/or Orders, and in any event strictly for the Platform User's internal business purposes; and

    4.1.2.2 provided always that:

    (a) the scope of "use" of the Bespoke Software under this clause 4.1.2 shall be restricted to use of the Bespoke Software in object code form for the normal business purposes of the Account Holder and/or any Platform User (as applicable); and

    (b) upon termination or expiry of the Master Agreement, these Service Module Terms and/or any Order to which this licence relates, such licence will automatically terminate to the extent that the Bespoke Software uses, relies upon or interacts in any way with API or any other software that is proprietary to Thomas and the Account Holder shall no longer be licensed to use such Bespoke Software which is affected in this way.

    4.2 Unless and to the extent expressly permitted by Thomas in writing, the Account Holder shall not and shall ensure that Platform Users shall not:

    4.2.1 sub-licence, rent, lend, assign or transfer in any other way the Integration Services to any person;

    4.2.2 give access to the Integration Software through any network of computers to users who are not employees or agents of the Account Holder;

    4.2.3 make adaptations or variations of the Integration Software; or

    4.2.4 disassemble, decompile, reverse translate or in other manner decode the Integration Software except as permitted by law.

    5. THIRD PARTY SOFTWARE

    5.1 The Account Holder shall comply with any Third Party Software licences and shall indemnify and hold Thomas harmless against any loss or damage which it may suffer or incur as a result of the Account Holder's breach of such terms howsoever arising.

    5.2 Thomas may treat the Account Holder's breach of any Third Party Software licence as a breach of these Service Module Terms.

    5.3 Thomas shall provide the Account Holder with any Third Party Software under the standard licence terms provided by the relevant third parties, copies of which shall be provided to the Account Holder, and the Account Holder agrees to be bound to the relevant third parties by such licence terms.

    6. LIABILITY AND INDEMNIFICATION

    6.1 In addition and without prejudice to clause 14 (Indemnification) of the Master Agreement, the Account Holder will indemnify and hold Thomas harmless against any loss or damage which it may suffer or incur as a result of the Account Holder’s breach of clause 4 above.

    6.2 In addition and without prejudice to clause 15 (Limitation of Liability) of the Master Agreement, Thomas shall not be liable in any circumstances for any losses (including indirect or consequential loss or damage) arising directly or indirectly out of:

    6.2.1 the incompatibility or failure of the Account Holder Environment with or in relation to the Integration Services and/or the Integration Software, and/or the provision or use of any of Thomas’ operational systems; and/or

    6.2.2 the use or misuse by the Account Holder of the Account Holder Environment or any Integration Software.

    7. ACCEPTANCE TESTS AND ACCEPTANCE

    7.1 The Account Holder acknowledges and agrees that the agreed Acceptance Tests for each Integration Project must be carried out before the Account Holder is permitted to independently utilise the finalised Integration Services (including any Integration Software) within its Account Holder Environment.

    7.2 The agreed Acceptance Tests for each part of the Integration Project shall be carried out as soon as reasonably possible after the relevant Integration Services have been completed (including the provision of any Integration Software).  To the extent the Acceptance Tests are conducted by Thomas, Thomas will:

    7.2.1 run such Acceptance Tests during its normal working hours;

    7.2.2 endeavour to give the Account Holder advance notice of the start of the Acceptance Tests where practicable to do so; and

    7.2.3 permit the Account Holder to observe all or any part of the Acceptance Testing.

    7.3 If any Integration Services fail to pass the Acceptance Tests, the Account Holder shall, within five (5) days from the completion of the Acceptance Tests or any part of the Acceptance Tests, provide a written notice to Thomas to this effect, giving details of such failure(s).  Thomas shall use reasonable endeavours remedy the defects and deficiencies for which it is responsible for in accordance with the relevant Integration Project and the relevant Acceptance Test(s) shall be repeated within a reasonable time.

    7.4 Acceptance of the Integration Project shall be deemed to have occurred on the expiry of five (5) days after the completion of all Acceptance Tests relating to the applicable Integration Services (including any Integration Software), unless the Account Holder has given written notice under clause 7.3.

    8. MAINTENANCE AND SUPPORT

    8.1 Should Thomas agree to provide any Maintenance or Support as part of an Integration Project, the Account Holder shall not, without Thomas’ prior written approval, allow any person other than a representative of Thomas to modify, repair or maintain any part of the Integration Software.

    8.2 The Account Holder shall co-operate with Thomas in any manner reasonably required by Thomas in order to carry out Maintenance or Support, including the provision of information and data, and making available suitably qualified employees and contractors to Thomas. This clause 8.2 shall be subject to Thomas complying with the Account Holder’s normal security requirements.

    8.3 Unless otherwise agreed in an Integration Project, the Account Holder will:

    8.3.1 not be entitled to any support in respect of the Integration Services (including any Integration Software); and

    8.3.2 be responsible for providing all support and technical assistance to end users of its own applications and systems, including but not limited to any applicable Integration Software.

    9. USE OF INTEGRATION SERVICES

    9.1 The Account Holder shall not (and shall ensure that third parties acting on its behalf shall not) use the Integration Services (including any Integration Software) in a manner which (in Thomas’ reasonable opinion) constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with:

    9.1.1 any reasonable instructions provided by Thomas from time to time;

    9.1.2 the standards expected of an Account Holder; and/or

    9.1.3 the Technical Annex.

    9.2 The Account Holder shall be responsible for having and maintaining an appropriate Account Holder Environment that is suitable to receive the benefit of the Integration Services (including any Integration Software) and obtaining any licenses for any third party software required for Thomas to access and use that Account Holder Environment for the purpose of implementing an Integration Project.

    10. UPDATES

    10.1 The Account Holder acknowledges and agrees that Thomas may update or modify any component of Integration Software from time to time at its sole discretion (each an "Update"), and may require the Account Holder to obtain and use the most recent version of such component accordingly.

    10.2 The Account Holder is required to make any changes to the Account Holder Environment as may be required for use of the Integration Services (including any Integration Software) as a result of an Update.

    10.3 Continued use of the relevant component of Integration Software following an Update constitutes binding acceptance by the Account Holder of the applicable Update.

    11. TERMINATION AND CANCELLATION

    11.1 For the avoidance of doubt, except as may be permitted under clause 16.2 (Termination) of the Master Agreement and clause 11.2 of these Service Module Terms, the Account Holder is not permitted to terminate these Service Module Terms or any Order for Integration Services (including any Integration Project).

    11.2 If the Account Holder cancels an Order for Integration Services (including any Integration Project) after the agreed start date of the Integration Project, the Account Holder will remain liable to pay to Thomas the full Fees pertaining to the relevant Order for such Integration Services.

    12. FEES

    The Fees for the Integration Services shall be calculated on a per Integration Project basis and as set out in the relevant Order.

  • Value Added Reseller (VAR)

    Value Added Reseller (VAR)

    Service Module 9

    Version: 1.0

    Version date: 2nd July 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions (the "Master Agreement"). 

    Pursuant to this Master Agreement, the Account Holder is entering into an Order for the purchase of specific Solutions, in respect of which these Service Module terms and conditions (the "Service Module Terms") shall apply.

    These Service Module Terms shall apply to and govern the terms applicable when an Account Holder becomes a Value Added Reseller (as defined below).  These Service Module Terms amend the terms of the Master Agreement and the terms of other Service Modules, except that in the event of any conflict, ambiguity or inconsistency between the Order and these Service Module Terms, the terms of the applicable Order shall take precedence accordingly.

    1. DEFINITIONS

    1.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Initial VAR Licence Period" means the period of twelve (12) months from the date on which the Account Holder is appointed as a VAR in accordance with clause ;

    "Inspection Parties" has the meaning set out in clause 4.3;

    "Permitted Users" has the meaning set out in clause 4.1.1;

    "Renewed VAR Licence Period" has the meaning set out in clause 5.1.2;

    "Termination Notice" has the meaning set out in clause 11.1.1;

    "Value Added Reseller" or "VAR" has the meaning set out in clause 2.1;

    "VAR Clients" means any or all of a Value Added Reseller's clients;

    "VAR Licence" has the meaning set out in clause 4.1;

    "VAR Licence Period" means a period of twelve (12) months, being either the Initial VAR Licence Period or any subsequent Renewed VAR Licence Period;

    "VAR Offering" means all or any parts of any products or services provided by a VAR to VAR Clients;

    "VAR Portal" means the portal for VARs accessed via such link as may be advised by Thomas from time to time;

    "VAR Service Usage Guide" means the Thomas document known as the VAR Service Usage Guide, which sets out the possible levels of VAR Service usage and any applicable Fee discounts and/or benefits, as may be updated from time to time; and

    "VAR Services" means access to and use of the various Thomas Solutions and related services provided by Thomas either via the Thomas Platform, the Thomas Website or through the use of the Thomas system.

    2. APPOINTMENT

    2.1 Subject to the conditions set out in clause 2.2 being met, Thomas hereby appoints the Account Holder as its non-exclusive reseller to offer access to and use of the Solutions as a part of a VAR Offering to the Account Holder's clients in accordance with the terms of these Service Module Terms, and whereby the Account Holder shall be identified for the purposes of these Service Module Terms as the "Value Added Reseller", or "VAR".

    2.2 In order to be appointed as a Value Added Reseller in accordance with clause 2.1, each Account Holder must:

    2.2.1 sign up to the VAR Portal (if available); and

    2.2.2 fully comply with the provisions set out in these Service Module Terms.

    2.3 By completing registration on the VAR Portal (if available) and/or otherwise holding itself out as a VAR, the Account Holder acknowledges that it accepts the appointment as a Value Added Reseller under and in accordance with these Service Module Terms.

    2.4 The VAR may describe itself as an "Authorised Value Added Reseller" of the Solutions but shall not represent itself as an agent of Thomas for any purpose, nor pledge Thomas' credit or give any condition or warranty or make any representation on Thomas' behalf or commit Thomas to any contracts.  Further, the VAR shall not without Thomas' prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Solutions that are inconsistent with those contained in the Documentation or any other promotional material supplied by Thomas or otherwise incur any liability on behalf of Thomas.

    2.5 The VAR shall not sell any of the Solutions through a sub-contractor, a sales agent or to a sub-distributor or reseller without the express written permission of Thomas.  Where Thomas agrees to any such appointment, the VAR shall ensure that it enters into a written contract with such sub-contractor, sales agent, sub-distributor or reseller on terms which provide at least the same level of protection to Thomas as set out in these Service Module Terms.

    2.6 The VAR's appointment under this clause 2 only grants to the VAR a right to resell the VAR Services to VAR Clients as a part of the VAR Offering in accordance with these Service Module Terms, and does not transfer any right, title or interest in or to any Solutions to the VAR or the VAR Clients.

    3. VAR UNDERTAKINGS

    3.1 The VAR undertakes and agrees with Thomas to:

    3.1.1 resell the VAR Services strictly and solely in accordance with the Agreement, the applicable Service Module Terms, the Documentation and any other instructions given by Thomas from time to time in writing; and

    3.1.2 within fourteen (14) days of a written request from Thomas or at regular intervals as agreed between the parties from time to time, submit reports in the agreed format to Thomas showing details of sales relating to the VAR Service usage by VAR Clients, outstanding orders and any other information relating to the performance of the VAR's obligations under the Master Agreement and/or these Service Module Terms that Thomas may reasonably require from time to time.

    4. VAR LICENCE TERMS

    4.1 Subject to the payment of the relevant Fees in accordance with clause 8, Thomas grants to the VAR a non-exclusive, non-transferable licence to:

    4.1.1 access and/or use the Thomas Platform and the VAR Services for the VAR's internal business purposes during the VAR Licence Period in accordance with these Service Module Terms and whereby the VAR shall be expressly permitted to provide access to and use of the VAR Services to VAR Clients as a part of the VAR Offering (the "Permitted Users"),

    provided always that the VAR shall:

    4.1.2 ensure that there is a clear distinction between the VAR Services and the other services included within the VAR Offering;

    4.1.3 provide access to and use of the VAR Services in an un-amended format;

    4.1.4 immediately comply with any instructions (including any security requirements) issued by Thomas in respect of the VAR's access to and/or use of the Thomas Platform and/or any VAR Services,

    (the "VAR Licence").

    4.2 Thomas shall use reasonable endeavours to make the VAR Services available twenty-four (24) hours per day, seven (7) days per week, provided that:

    4.2.1 such availability shall exclude any planned or unplanned maintenance on the Thomas Platform, which Thomas may carry out at any time and whereby Thomas shall use reasonable endeavours to provide the VAR with prior notice of such unavailability; and

    4.2.2 the VAR maintains a sufficiently fast and reliable internet connection and uses a browser environment which complies with Thomas guidelines published from time to time on the Thomas Website and which may require the downloading of additional browser plug-ins to enable access and whereby Thomas is not responsible for such third party plug-ins and the VAR is responsible for complying with any licence agreements and other terms and conditions which may apply to them.  

    4.3 During the Term and following the termination or expiry of these Service Module Terms, the VAR shall grant to Thomas and/or its employees, auditors, representatives or agents (the "Inspection Parties") at all reasonable times during normal business hours and on reasonable notice in the circumstances (which may be a very short period where the request is urgent), effective access to all information relating to:

    4.3.1 the use of the Thomas Platform (including any VAR Licence that has been granted); and

    4.3.2 the provision of the VAR Services and the receipt of any Documentation and Deliverables,

    including the right of access to and to carry out on-site inspections at any of the VAR premises, the right of access to systems, personnel and any records as Thomas and/or the Inspection Parties may reasonably require in order to verify that the use of the Thomas Platform (including any VAR Licence that has been granted) and/or the use or receipt of the VAR Services, Documentation and Deliverables is in accordance with these Service Module Terms and the relevant Order(s).

    4.4 If any audit referred to in clause 4.3 demonstrates:

    4.4.1 any breach of an Order and/or these Service Module Terms by the VAR; or

    4.4.2 that Thomas Platform access has been provided to any individual who is not the VAR or a Permitted User; or

    4.4.3 an under-payment of the Fees that should have been due from the VAR for the period covered by the audit,

    then without prejudice to Thomas’ other rights or remedies under the Master Agreement and/or these Service Module Terms:

    4.4.4 Thomas shall be entitled to disable the VAR's Thomas Platform access immediately if the VAR does not rectify the breach identified pursuant to clause 4.4.1 or 4.4.2 immediately upon request; and

    4.4.5 the VAR shall pay to Thomas an amount equal to any identified underpayment of the Fees pursuant to clause 4.4.3 within two (2) weeks of the request for payment.

    5. VAR LICENCE PERIOD AND RENEWALS

    5.1 The term of a VAR Licence shall:

    5.1.1 continue for an Initial VAR Licence Period; and

    5.1.2 subject to clause 5.2, automatically renew for further twelve (12) month periods ("Renewed VAR Licence Period"), at the end of the Initial VAR Licence Period or a Renewed VAR Licence Period, as the case may be.

    5.2 The VAR must notify Thomas of its intention not to renew a VAR Licence no later than sixty (60) days before the end of the Initial VAR Licence Period or the Renewed VAR Licence Period, as the case may be and in which case:

    5.2.1 the VAR Licence; and

    5.2.2 any VAR Services which the VAR has purchased,

    will automatically expire as at the end of the relevant VAR Licence Period or Renewed VAR Licence Period (as applicable).

    5.3 Unless otherwise agreed by Thomas, if the VAR notifies Thomas of its intention not to renew its VAR Licence in accordance with clause 5.2 but subsequently places an Order with Thomas for another VAR Licence ("New VAR Licence"):

    5.3.1 if such Order is placed within three (3) months of the end of the VAR’s last VAR Licence Period, the VAR Licence Period of such New VAR Licence shall be effective from the end of the previous VAR Licence Period and be classed as a Renewed VAR Licence Period; or

    5.3.2 if such Order is placed more than three (3) months but less than twelve (12) months from the end of the VAR’s last VAR Licence Period, the VAR Licence Period of such New VAR Licence shall be effective as if the VAR were an entirely new customer but will still grant the VAR access to historic Documentation, Content and/or Deliverables (including Assessment Responses) relating to the previous VAR Licence until the expiry of twelve (12) months from the end of the VAR’s last VAR Licence Period; or

    5.3.3 if such Order is placed more than twelve (12) months from the end of the VAR’s last VAR Licence Period, the VAR Licence Period of the New VAR Licence shall be effective from the date set out in the Order, provided always that the VAR agrees and acknowledges that the New VAR Licence will be set up as if the VAR were an entirely new customer and therefore will not grant the VAR access to any reconstituted or historic Documentation, Content and/or Deliverables (including any Assessment Responses or related data).

    5.4 The VAR Services provided as part of a VAR Licence will expire at the end of the relevant VAR Licence Period.  Any unused portion of the VAR Services cannot be rolled over into any subsequent VAR Licence Period or be refunded or exchanged.

    5.5 The VAR Services cannot be exchanged for replacement VAR Services or any other Solutions, Documentation or Deliverables at any time, unless otherwise agreed in writing by Thomas.

    6. VAR LICENCE SUSPENSION, TERMINATION AND EXPIRY

    6.1 If the Account Holder or VAR is either:

    6.1.1 in breach of any of these Service Module Terms; or

    6.1.2 holding itself out to be, or in any other way acting as a Value Added Reseller without having first signed up to the VAR Portal (if available) and otherwise being fully compliant with these Service Module Terms,

    any such circumstances shall permit Thomas at any time to suspend the Account Holder or VAR's access to and use of the Thomas Platform, the VAR Services and/or any Solution, Deliverable or any part of them, provided that Thomas shall use its reasonable endeavours to notify the Account Holder or VAR (as applicable) of the suspension and, where practicable, of the reason for the suspension.

    6.2 Without prejudice to any other rights or remedies Thomas may have under or in accordance with the Master Agreement and/or these Service Module Terms, Thomas may terminate the Master Agreement (in whole or in part), these Service Module Terms and/or any or all Orders at any time during the Term with immediate effect by written notice to the Account Holder or VAR (as applicable) in the event that any circumstances arise which permit Thomas to suspend access to and use of the VAR Services and/or any of the Solutions and/or Deliverables pursuant to clause 6.1.

    6.3 If the VAR has its access to the Thomas Platform disabled or suspended by Thomas pursuant to these Service Module Terms and/or the Master Agreement, any VAR Licence which the VAR has purchased under these Service Module Terms will automatically be disabled or suspended for the same amount of time of disablement or suspension relating to the Thomas Platform.  Once a period of disablement or suspension is over and access to the Thomas Platform is resumed by the VAR, the VAR Licence will continue to be effective for the remainder of the relevant VAR Licence Period.

    6.4 If:

    6.4.1 these Service Module Terms are terminated for any reason, any VAR Licence which the VAR has purchased in respect of these Service Module Terms will automatically expire at the date of such Service Module termination; and

    6.4.2 the VAR Licence is terminated for any reason other than as set out in clause 5.2 (including pursuant to the terms of the Master Agreement), the VAR Licence and any VAR Services shall automatically expire as at the date of such termination.  

    7. VAR PROGRAMME

    7.1 Prior to the commencement of a VAR Licence Period, Thomas will calculate (in its sole discretion and acting reasonably) the anticipated VAR Service usage amount by the VAR during that upcoming twelve (12) month period, on the following basis:

    7.1.1 for the Initial VAR Licence Period, an estimate of the expected VAR Service usage amount; and

    7.1.2 for any Renewed VAR Licence Period, an estimate of the expected VAR Service usage amount which shall be based upon the actual VAR Service usage amount for the previous VAR Licence Period,

    provided that the VAR shall be entitled to make representations to Thomas to adjust the allocated VAR Service usage amount for a particular VAR Licence Period and which shall be considered by Thomas in order to make the final decision as to the allocated VAR Service usage amount for the relevant VAR Licence Period.

    7.2 For each VAR Licence Period and based on the VAR Service usage amount as calculated in accordance with the VAR Service Usage Guide, Thomas shall categorise the VAR within the VAR programme levels which shall entitle the VAR to:

    7.2.1 the applicable discounted Fee percentage for the relevant VAR programme level; and

    7.2.2 the other stated benefits for the relevant VAR programme level,

    each as further set out in the VAR Service Usage Guide.

    8. FEES

    8.1 The Fees for the VAR Licence provided pursuant to these Service Module Terms shall consist of an annual sum payable in respect of the VAR Licence, as discounted by any applicable Fee discount percentage which applies to the VAR's allocated VAR programme level in accordance with clause 7, and as may be further set out in the relevant Order.

    8.2 In respect of these Service Module Terms, clause 7.3 (Fees and Payment) of the Master Agreement shall not apply.  Instead, Fees payable under and in accordance with these Service Module Terms shall be payable at least fourteen (14) days in advance of each VAR Licence Period.

    8.3 In addition to, and without prejudice to, the terms set out in clause 7 (Fees and Payment) of the Master Agreement, if the VAR Licence Fee or any other amount payable in connection with these Service Module Terms are not paid in full when due, Thomas reserves the right to suspend the:

    8.3.1 VAR's access to the Thomas Platform and/or the VAR Licence (or any part of it); and/or

    8.3.2 provision of the VAR Services, Documentation and/or any Deliverables or any part of them to the VAR.

    8.4 Thomas does not guarantee the integrity of any Content in the event it suspends access to the VAR Services, Documentation, Deliverables and/or the Thomas Platform in accordance with clause 8.3

    9. INDEMNIFICATION

    9.1 In addition and without prejudice to clause 14 (Indemnification) of the Master Agreement, the VAR will indemnify Thomas against any and all claims from VAR Clients arising from the VAR Offering and/or the non-availability of the VAR Services.

    10. LIABILITY

    10.1 Subject to clauses 15.1 and 15.2 (Limitation of Liability) of the Master Agreement, in the event of any loss or damage to the VAR’s Content which is inputted into the Thomas Platform, the VAR’s sole and exclusive remedy shall be for Thomas to use reasonable endeavours to restore the lost or damaged Content from the latest back-up of such Content maintained by Thomas, provided that Thomas shall not be responsible for any loss, destruction, alteration or disclosure of Content caused:

    10.1.1 by any third party (except those third parties sub-contracted by Thomas to perform services related to Content maintenance and back-up); or

    10.1.2 as a result of any breach by the VAR of the Master Agreement or these Service Module Terms.

    10.2 The VAR assumes sole responsibility for any conclusions drawn from results obtained from use of the Thomas Platform, the VAR Service, the Documentation and/or the Deliverables (including any Assessments).

    11. ADDITIONAL TERMINATION RIGHTS

    11.1 In addition, and without prejudice to, the termination rights set out in clause 16 (Term and Termination) of the Master Agreement:

    11.1.1 Thomas may terminate a VAR Licence at any time upon sixty (60) days’ written notice ("Termination Notice") to the VAR.

    11.1.2 In the event Thomas serves a Termination Notice, it shall refund pre-paid Licence Fees on a pro-rated basis to be calculated as follows:

    Refund = (VAR Licence Fee / 365) x remaining days*

    * meaning the number of days remaining in the then-current VAR Licence Period starting from the end of the Termination Notice

  • Referral Terms & Conditions

    REFERRAL TERMS & CONDITIONS

    Service Module 10

    Version: 1.0

    Version date: 2nd September 2019

    Thomas and the Account Holder have entered into master terms and conditions for the provision to the Account Holder of certain solutions. Subsequent to entering into the Master Agreement, the Account Holder has made, or shown an interest in making, a Referral (As defined below). Thomas is willing to grant to the Account Holder a Referral Incentive (as defined below) if such Referred Client purchases any Solution(s) from Thomas.

    These Service Module terms and conditions shall apply to and govern any Referrals made by the Account Holder. These Service Module Terms amend the terms of the Master Agreement, except that in the event of any conflict, ambiguity or inconsistency between the Master Agreement and these Service Module Terms, the terms of these Service Module Terms shall take precedence accordingly.

    1. REFERRALS

    A "Referral" will be made each time the Account Holder provides contact details of a Prospective Client, and as a result of which the Prospective Client makes a Relevant Order (at which point the Prospective Client becomes a "Referred Client").

    2. REFERRAL INCENTIVES

    2.1 Subject to clauses 2.2, 2.3 ans 5 of these Service Module Terms and any other applicable Service Module Terms, for each Referral made by the Account Holder under and in accordance with these Service Module Terms, the Account Holder may, at Thomas' absolute discretion, be entitled to any one (1) (at the Account Holder's choosing) of the following incentives:

    2.1.1 one hundred (100) Units free of charge; or

    2.1.2 a twenty five percent (25%) discount in relation to one (1) Online Training Course,

    each a "Referral Incentive").

    2.2 Thomas will, as soon as reasonably practicable, following the date of a Referral made by the Account Holder, notify the Account Holder that the Prospective Client has entered into a Relevant Order and that the Account Holder is entitled to a Referral Incentive.

    2.3 The Account Holder acknowledges and accepts that Thomas shall be under no obligation to:

    2.3.1 follow-up the provision of any Prospective Client contact details to it by the Account Holder pursuant to clause 2; or

    2.3.2 enter into a Relevant Order with a Prospective Client referred to it by the Account Holder.

    3. LIMITATIONS 

    3.1 The Account Holder shall have no authority to:

    3.1.1 hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Thomas in any way;

    3.1.2 do any act which might reasonably create the impression that the Account Holder is authorised to bind Thomas in any way;

    3.1.3 make or enter into any contracts or commitments or incur any liability for or on behalf of Thomas, including for the provision of Solutions or the price for them; and/or

    3.1.4 negotiate any terms for the provision of the Solutions with Prospective Clients.

    3.2 The Account Holder shall not: 

    3.2.1 produce any marketing material for Thomas’ Solutions or use Thomas’ name, logo or trademarks on any marketing material for the Solutions without the prior written consent of Thomas; and/or

    3.2.2 make or give any representations, warranties or other promises concerning the Solutions which are not contained in Thomas’ marketing materials.

    3.3 Where the Account Holder makes a Referral under and in accordance with these Service Module Terms and the relevant Referred Account Holder then refers Thomas to a further third party who purchase Solutions from Thomas, the Account Holder shall not, by virtue of such initial Referral, be deemed to have Referred the further third party to Thomas.

    4. DISPUTES

    4.1 If a dispute arises as to whether the Account Holder is entitled to a Referral Incentive, Thomas’ decision shall be final and binding on both parties.  

    5. CHANGES, SUSPENSION AND DISCONTINUATION

    5.1 Thomas may change, suspend or discontinue the Referral Incentives or the meaning of a Relevant Order at any time at its sole discretion.

    6. DEFINITIONS

    6.1 Any reference to capitalised terms in these Service Module Terms will have the meaning given to them in the Master Agreement unless otherwise defined below.

    "Prospective Client" means a person with whom Thomas has not previously contracted with and to whom Thomas has not at any time previously provided any Solution(s) to;

    "Referral" has the meaning given to it in clause 1;

    "Referral Incentive" 2.1; and

    "Referred Client" has the meaning given to it in clause 1; and

    "Relevant Order" means an Order for Thomas Solutions with a minimum value of five hundred pounds sterling (£500) that is entered into between Thomas and a Referred Account Holder, and receipt by Thomas of payment in respect of the same, as may be updated from time to time at Thomas' sole discretion.