Thomas Hub Licence Terms and Conditions (Hub and Gold)
This Agreement is between you, the Customer, and Thomas International UK Limited and governs your use of the Thomas Hub and Services.
In this Agreement the following terms have the following meanings:
means, in respect of each Licence, one named Main Administrator and up to 100 named Sub-Administrators.
means any day other than a Saturday, Sunday or Bank Holiday in England.
means the company or other business (e.g. partnership) purchasing the Licence.
means all data inputted to the Thomas Hub or Services or otherwise provided by the Customer, Authorised Users, or Thomas on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
means any documentation and materials supplied by Thomas in connection with the Services in whatever format.
means a licence to access the Thomas Hub and the features and services listed on the Thomas Licence Guide under “Gold”.
means a licence to access the Thomas Hub and the features and services listed on the Thomas Licence Guide under “Hub”.
means the licence granted under clause 2.1. access to the Thomas Hub and other services and features.
means the annual sums payable in respect of the Hub Licence and Gold Licence, as the case may be, as more particularly set out in Thomas’s current price list and the Thomas Licence Guide.
means a period of 12 months.
means the individual point of contact for the Customer who shall order Units directly from Thomas and allocate such Units to the Sun-Administrators and who may control which facilities may be accessed by the Customer’s Sub-Administrators.
means the Assessment Tools and Services, the Customisable Assessment Tools and Services, the Online Recruitment and Applicant Tracking and the Training and Development Services (each as more particularly defined in the Thomas Licence Guide) or any of them whether provided on or via the Thomas Hub or otherwise byThomas.
Standard Terms and Conditions
means the standard terms and conditions that govern the provision of services by Thomas, as set out here:
Standard Terms and Conditions of Online Services
means the standard terms and conditions that govern the provision of online services provided by Thomas, as set out here:
means the Customer’s employees, consultants or agents who may access the Thomas Hub in accordance with this Agreement and the Main Administrator’s instructions and who may use those Units allocated to them by the Main Administrator.
means the term of this Agreement and the Licence being the Licence Period and any Renewed Licence Periods for which the Customer has paid the relevant Licence Fee.
means THOMAS INTERNATIONAL UK LIMITED, a company registered in England and Wales with company number 02518079 and registered office address at 1st Floor, 18 Oxford Road, Marlow, Buckinghamshire, SL7 2NL.
means the online assessment and candidate management system provided by Thomas through which certain Services, facilities and tools may be accessed.
Thomas Licence Guide
means the document giving more details as to the features and Services provided as part of the Gold Licence and Hub Licence.
Training and Development Terms and Conditions
means the terms and conditions governing the provision of Training and Development Services (as such term is defined in the Thomas Licence Guide), as set out here:
means the terms governing the use of Thomas’s websites, including the Thomas Hub, as set out here:
2.1. Subject to the payment of the relevant Licence Fee Thomas grants to the Customer the non-exclusive, non-transferable right for Authorised Users to access the Thomas Hub and use Services and Documentation available for the Customer’s internal business purposes during the Term in accordance with the Thomas Licence Guide and subject to the terms and conditions set out in this Agreement. The Customer must have a Licence in order to access the Thomas Hub.
2.2. The Customer undertakes that:
(a) the maximum number of Sub-Administrators that it authorises to access the Thomas Hub and use the Services and the Documentation shall not exceed 100 at any time;
(b) it will not allow or suffer any Sub-Administrator login to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the previous individual shall no longer have any right to access the Thomas Hub or use the Services and/or Documentation;
(c) each Sub-Administrator and the Main Administrator shall keep a secure and confidential password for their use of the Thomas Hub;
(d) it shall maintain a written, up to date list of current Sub-Administrators and provide such list to Thomas within 5 Business Days of Thomas’ written request at any time;
(e) it shall permit Thomas to audit its use of the Thomas Hub, Services and Documentation in order to establish the name and password of each Sub-Administrator and compliance with this Agreement;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Thomas’s other rights, the Customer shall promptly disable such passwords and shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Licence Fees to Thomas, then without prejudice to Thomas’s other rights, the Customer shall pay to Thomas an amount equal to such underpayment within 10 Business Days of the request for payment.
2.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to its account, or use of the Services and/or the Documentation and in the event of any such unauthorised access or use promptly notify Thomas. The Customer shall be responsible for all acts and omissions carried out under its Authorised User log ins.
2.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Thomas Hub, Services and/or Documentation (as applicable) in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Thomas Hub.
3. Additional Licences and Upgrades
3.1. The Customer may purchase additional Licences at any time during the Term to enable additional Sub-Administrators to access the Thomas Hub and use the Services and Documentation.
3.2. If the Customer purchases a Hub Licence they may upgrade to a Gold Licence at any time during the Term. The pre-paid Licence Fee for the Hub Licence will be refunded to the Customer on a pro-rated basis and the full Licence Fee for the Gold Licence will be charged and the Licence Period in respect of the Gold Licence will commence on the date of payment of the Licence Fee.
3.3. If the Customer purchases a Gold Licence they may downgrade to a Hub Licence at the end of the current Licence Period by giving not less than 30 days written notice prior to the end of the Licence Period, failing which the Licence Period will automatically renew at Gold Licence level.
4. Services and Documentation
4.1. During the Term Thomas shall provide access to the Thomas Hub, Services and Documentation to the Customer on and subject to the terms of this Agreement.
4.2. Thomas shall use commercially reasonable endeavours to make the Thomas Hub available 24 hours a day, seven days a week but Thomas shall not be liable for any unavailability of all or any part of the Thomas Hub and does not guarantee that the Thomas Hub will be always available or error-free. Thomas may carry out planned and unplanned maintenance on the Thomas Hub at any time. In the event that maintenance is planned which renders the Thomas Hub unavailable, Thomas will use reasonable commercial endeavours to give the Customer prior notice of such unavailability.
4.3. Where the Customer wishes to take any Customisable Assessment Tools and Services or Training and Development (as each is defined in the Thomas Licence Guide) these can be booked via telephone or directly with a Thomas representative. Thomas will use reasonable commercial endeavours to accommodate the Customer’s reasonable requests for such services but the Customer acknowledges that this may not always be possible and that the Customer should give Thomas as much notice of its requirements as possible to facilitate the provision of such services. All such services must be booked and completed during the same Licence Period.
4.4. The Services provided as part of each Licence will expire at the end of each Licence Period and any unused Services cannot be rolled over into any subsequent Licence Period or refunded or exchanged.
4.5. Services cannot be exchanged for other Services or any other Thomas products or services at any time unless otherwise expressly set out in this Agreement.
4.6. Services which are not included within the Licence Fee may be purchased using “Units” in accordance with the Standard Terms and Conditions of Online Services. The Customer must have a current Licence in order to purchase Units from Thomas. If the Customer does not renew the Licence within 12 months of the end of the Licence Period then any unused Units will expire and the Customer will not be entitled to any refund for such expired Units.
4.7. If the Customer has a Gold Licence the following additional terms and conditions apply:
4.7.1. Free Training and Development Services apply once there is a Thomas trained practitioner at the Customer’s business. If there is no Thomas trained practitioner at the Customer’s business then the Training and Development Services are chargeable at Thomas’s current standard rates.
4.7.2. Gold Licence Customers may exchange their free public course place for either (a) a £500 + VAT discount on any in-house PPA, Aptitude and Ability or TEIQue training or (b) a £250 + VAT discount on in-house Behavioural Agility or 360 training. This discount is not applicable to any other training course and any such in-house training must be booked and completed within the current Licence Period.
4.8. Thomas warrants that it shall provide the Services using reasonable care and skill. In the event of any breach of this warranty Thomas will, at its expense, use reasonable commercial endeavours to resupply the Services in a manner which conforms with such warranty and this shall be the Customer’s sole and exclusive remedy for any such breach.
5. Customer Data
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Customer shall ensure that it has all necessary licences, consents and permissions necessary prior to providing any Customer Data to Thomas, including via the Thomas Hub, in connection with this Agreement.
5.3. In the event of any loss or damage to Customer Data which is inputted to the Thomas Hub, the Customer's sole and exclusive remedy shall be for Thomas to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Thomas. Thomas shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Thomas to perform services related to Customer Data maintenance and back-up).
5.5. If Thomas processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Thomas shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Thomas’ other obligations under this Agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Thomas so that Thomas may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) Thomas shall process the personal data only in accordance with the terms of this Agreement and any instructions reasonably given by the Customer from time to time and the Customer shall indemnify Thomas against any losses that it suffers as a result of following such instructions; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Charges and Payment
6.1. The Licence Fee is payable in advance for each Licence Period.
6.2. Any additional fees payable in respect of the Services are payable in arrears within 14 days of the day of the invoice to which they relate unless otherwise noted on the invoice or agreed between the parties.
6.3. In the event that the Licence Fee or any other amount payable in connection with this Agreement are not paid in full when due, Thomas reserves the right to suspend the Customer’s access to the Thomas Hub and/or the provision of Services or any part of them. Thomas does not guarantee the integrity of any Customer data in the event of a suspension.
7. Intellectual Property
7.1. The Customer acknowledges and agrees that Thomas and/or its licensors own all intellectual property rights in the Thomas Hub, the Services and the Documentation. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Thomas Hub, the Services or the Documentation.
8. Limitation of liability
8.1. This clause 8 sets out the entire financial liability of Thomas (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer (a) arising under or in connection with this Agreement; (b) in respect of any use made by the Customer of the Thomas Hub Services and Documentation or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
8.2. Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Thomas Hub, the Services and the Documentation by the Customer, and for conclusions drawn from such use. Thomas shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Thomas by the Customer in connection with the Services, or any actions taken by Thomas at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Thomas Hub, Services and the Documentation are provided to the Customer on an "as is" basis unless specifically customised for the Customer by Thomas. Copyright Thomas International UK Ltd.
8.3. Nothing in this Agreement excludes the liability of Thomas for (a) death or personal injury caused by Thomas’ negligence; or (b) for fraud or fraudulent misrepresentation; or (c) any other liability which may not be properly limited or excluded under applicable law.
8.4. Subject to 8.3, Thomas shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement.
8.5. Subject to 8.3, Thomas’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with this Agreement the total fees actually paid by the Customer to Thomas in the 12 months immediately preceding the date on which the claim arose.
9. Term and Termination
9.1. The Licence shall commence on the date on which the Licence Fee is paid and shall continue for the Licence Period. Thereafter this Agreement shall automatically renew for further periods equal to the Licence Period (each a “Renewed Licence Period”) unless the Customer gives Thomas not less than 30 days prior written notice that it does not wish to renew the Agreement at the end of the Licence Period or current Renewed Licence Period.
9.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this Agreement which, if remediable, is not remedied within a period of 15 days after being notified in writing to do so;
(b) the other party becomes insolvent, has an insolvency practitioner appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for solvent amalgamation or reconstruction) or an analogous event occurs in respect of a party in any jurisdiction to which that party is subject.
9.3. The Customer may terminate this Agreement at the end of the Licence Period or current Renewed Licence Period by giving not less than 30 days’ prior written notice.
9.4. Thomas may terminate this Agreement and the Licence at any time on giving not less than 60 days prior written notice and subject to the refund of the pre-paid Licence Fees on a pro-rated basis (calculated strictly as follows Refund = Number of Days to end of current Licence Period x (Licence Fee paid / 365)).
10. Force Majeure
10.1. Thomas shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, extreme adverse weather conditions or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
11.1. Variation - Thomas reserves the right to amend the terms of this Agreement from time to time by posting amended versions on the Thomas Hub and the Customer should check for any such updates intermittently and before using the Services.
11.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.3. Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
11.4. If any provision (or part provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision (or part provision) shall be deemed deleted and the other provisions (or part provision) shall continue in full force and effect.
11.5. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover and neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
11.6. The Customer shall not, without the prior written consent of Thomas, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Thomas may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
11.7. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11.8. This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
11.9. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email. Notices sent by email to the Customer shall be sent to the email address given for the Main Administrator at the time of registering. Notice sent by email to Thomas shall be sent to [email protected]
11.10. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the jurisdiction of the courts of England.