Conditions

Interpretation ↑

0. Definitions

   "Affiliate" means in relation to eras, any entity that directly or indirectly controls, is controlled by, or is under common control with eras from time to time.

   "Applicable Laws" means all applicable laws, statutes, regulations from time to time in force.

   “Assessment(s)” means any of the psychometric questionnaires or tests made available by eras or the Client to a Candidate pursuant to these Conditions.

   "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

   “Candidate” means any respondent to any Assessment.

   "Charges" means the charges payable by the Client for the supply of the Services by eras in accordance with clause 9, as agreed between eras and the Client at the time the Client placed its Order or as specified on the Website at the time the Client placed its Order, as the case may be.

   “Client” means the firm, company or any other entity who purchases the Services from eras or is otherwise given access to eras’ Services, as detailed on the cover sheet accompanying these Conditions.

   "Client Materials" means all documents, information, items and materials (whether owned by the Client or a third party), which are provided by the Client to eras in connection with the Services.

   “Commencement Date” has the meaning given in clause 2.2.

   "Conditions" means these terms and conditions.

   "Confidential Information" means all information (however recorded or preserved) that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It includes any information relating to the Charges or the operations, products or clients of eras (or any of its Affiliates). It does not include information that is or becomes generally available to the public through no fault of the recipient; is independently developed by or for the recipient; or was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is under no confidentiality obligation with respect to that information.

   "Contract" means the contract between the Client and eras for the supply of the Services comprising these Conditions, Specification and DPA.

   "control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and controls and controlled shall be interpreted accordingly.

   “Credits” means the credits purchased by the Client either by written correspondence, telephone call or on the Website for use on The Psychometric Portal.

   "Deliverables" means any deliverables to be provided by eras as agreed between eras and the Client at the time the Client placed its Order, purchased by the Client on the Website, or as otherwise agreed between the parties.

   “DPA” means eras’ Data Processing Agreement, a copy of which is made available to the Client at www.eras.co.uk/docs/dpa.

   “eras” means Eras Limited, a company incorporated in England and Wales under number 01832022 whose registered office is at Providence Court, 105 Denmark Street, Diss, Norfolk, IP22 4WN.

   "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

   "Losses" means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

   “Order” means the Client’s order for Services (a) as agreed between eras and the Client via written correspondence or telephone call or (b) as made by the Client via the Website.

   "Services" means (a) the services, including any Deliverables, which eras has agreed to supply to the Client for the price and duration agreed either by written correspondence or telephone call which may be set out in further detail in the Specification and/or (b) the services, including any Deliverables, which have been ordered by the Client via the Website for the price and duration as stated on the Website at the time of ordering.

   “Specification” means the description or specification of the Services as agreed by eras and the Client via written correspondence, telephone call or as stated on the Website or The Psychometric Portal at the time of using the Services, as the case may be.

   “The Psychometric Portal” means eras’ online psychometrics system which encompasses a range of features and tools, including the provision of Assessments and psychometric reports.

   “Website” means eras’ website available at www.eras.co.uk.

1. Interpretation

   0. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   1. Unless expressly provided otherwise in the Contract, a reference to legislation or a legislative provision:
      0. is a reference to it as amended, extended or re-enacted from time to time; and
      1. includes all subordinate legislation made from time to time under that legislation or legislative provision.
   2. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   3. A reference to writing or written excludes fax but not email.

Basis of Contract ↑

0. The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

1. The Order shall only be deemed to be accepted upon the earlier of:

   0. eras issuing a written acceptance of the Order; or
   1. eras allocating Credits on The Psychometric Portal,

   as the case may be, at which point and on which date the Contract shall come into existence (Commencement Date).

2. Any samples, drawings, descriptive matter or advertising produced by or on behalf of eras and any descriptions or illustrations contained on the Website or in eras’ catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Services referred to in them. They shall not form part of the Contract nor have any contractual force.

3. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

4. The Client waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these Conditions.

5. Any quotation given by eras shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

6. This Contract is made up of the following:

   0. The Specification;
   1. The Conditions; and
   2. The DPA.

7. If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the list has priority over one contained in a document lower in the list.

Duration ↑

Supply of Services ↑

0. eras shall supply the Services to the Client:

   0. where the Client purchases Credits in accordance with this Contract, from the date of the Order; or
   1. for any other Services ordered by the Client in accordance with this Contract, from the date payment by the Client has been cleared in full, in accordance with clause 9.4.

1. In supplying the Services, eras shall:

   0. perform the Services with reasonable care and skill;
   1. use reasonable endeavours to meet any performance dates agreed between the parties but these dates are estimates only. Time is not of the essence for the performance of any of eras’ obligations in this Contract; and
   2. comply with all Applicable Laws provided that eras shall not be liable under the Contract if, as a result of this compliance, it is in breach of any of its other obligations under the Contract.

2. eras shall use its reasonable endeavours to ensure that The Psychometric Portal and Assessments are available to the Client and its authorised users. eras does not, however, warrant that the web-based electronic Assessments or any other Services hosted online will operate without interruption or that they are free from errors.

3. Subject to the Client’s explicit informed consent, eras reserves the right to use AI models to enhance its delivery of the Services, which may involve use of the Client’s data and that of its end users for the purposes of training the AI models it uses. The Client can opt-out of any such AI usage at any time by contacting eras. As between eras and the Client, eras shall own the results of any such use of AI models.

Client’s Obligations ↑

0. The Client shall:
   0. ensure that any information it provides to eras is complete and accurate;
   1. co-operate with eras in all matters relating to the Services;
   2. provide eras and its employees, agents, consultants and subcontractors, in a timely manner, with access to the Client’s premises and other facilities as required by eras for the performance of the Services;
   3. provide eras, in a timely manner, with all with all documents, data, information and materials as eras may require to provide the Services and ensure that they are accurate and complete in all material respects;
   4. respond promptly to any requests from eras for instructions or approvals required to provide the Services;
   5. keep all materials, equipment, documents and other property of eras (eras’ Materials) at the Client’s premises in safe custody at its own risk, maintain the eras Materials in good condition until returned to eras, and not dispose of or use the eras Materials other than in accordance with eras’ written instructions or authorisation;
   6. not copy, reproduce, modify or adapt, translate, disassemble or reverse engineer, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or any Deliverables (as applicable) in any form or media or by any means, except as permitted in accordance with the Contract;
   7. administer and use the Services and/or any Deliverables (including any related materials), in compliance with all required licenses, consents, or permissions, and all relevant laws, procedures or guidelines applicable in the jurisdiction in which the Assessment is being administered;
   8. ensure that only those users it has authorised for the purposes of Services or Deliverables have access to The Psychometric Portal;
   9. use The Psychometric Portal, Services and any Deliverables in a way which is in accordance with the Contract; and
   10. comply with all Applicable Laws in its performance of the Contract.
1. To the extent that eras' performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client or any of its agents, consultants or other suppliers (Excusing Cause), eras shall not be in breach of the Contract nor liable for any Losses incurred by the Client as a result of its performance being prevented or delayed. Without prejudice to any other right or remedy it may have, eras shall be:
   0. allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause;
   1. entitled to payment of the Charges despite its performance being prevented or delayed; and
   2. entitled to recover any Losses, including additional costs, incurred as a result of the Excusing Cause.

Credits and The Psychometric Portal ↑

0. eras operates a simple pay-as-you-go system on The Psychometric Portal, which means that Clients can purchase Credits as and when required for use on The Psychometric Portal.
1. Credits can be purchased in the following ways:
   0. by written correspondence or telephone call with a member of the eras’ team, with the description of the Credits, including the number of Credits and Charges payable, being as set out in the Order; or
   1. via the Website, with the description of the Credits, including the number of Credits and Charges payable, being as specified on the Website at the time the Client placed its Order.
2. Where Credits have been purchased pursuant to clause 6.2, eras shall allocate the Credits to the Client’s account on The Psychometric Portal, or to any other account as the Client notifies to eras in writing, as soon as reasonably practicable after the Order has been placed or after being notified if later, unless eras have confirmed a different arrangement with the Client in writing or choose to withhold Credits pursuant to clause 9.9(b) below.
3. Credits can be used to purchase psychometric reports on The Psychometric Portal, with no charges for the Assessments themselves.
4. Payment by way of Credits is the only payment method available on The Psychometric Portal.
5. Where the Client does not have enough Credits to purchase something on The Psychometric Portal, they will need to purchase further Credits in accordance with clause 6.2 above.
6. Any items purchased on The Psychometric Portal shall be as selected and as described on The Psychometric Portal at the time of purchase.
7. The number of Credits required to make a purchase on The Psychometric Portal shall be as set out on The Psychometric Portal at the time of the relevant purchase.
8. eras reserves the right to change the number of Credits required to purchase reports on The Psychometric Portal from time to time. A revised price list shall be published at least one month in advance of any such adjustment. The cost of the Credits themselves shall not be subject to change.
9. Subject to clause 11, or as otherwise agreed between the parties, the Credits shall not expire.

Data Protection ↑

Each party shall comply with its data protection obligations set out in the DPA.

Intellectual Property ↑

0. eras and its licensors shall retain ownership of all Intellectual Property Rights in the Services and Deliverables, excluding any Client Materials contained within them.
1. Subject to clause 8.3 and to eras receiving payment of all Charges attributable to the Deliverables, eras grants to the Client a non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Deliverables for the purpose of receiving and using the Services and Deliverables in the Client's business.
2. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials. The Client grants eras a fully paid-up, non-exclusive, royalty-free licence to use, copy and modify the Client Materials during the term of the Contract for the purpose of providing the Services to the Client. eras may grant sublicences of the Client Materials to its subcontractors and other suppliers where necessary for the performance of the Services.
3. The Client shall indemnify eras against all sums awarded against eras by a court as a result of any claim that the supply, receipt or use of the Client Materials infringes the Intellectual Property Rights of any third party. The Client shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Client Materials for a purpose or in a manner not authorised by the Client.
4. In accepting these Conditions, the Client grants eras a non-exclusive, royalty-free licence to use the Client's name, logo, and other trademarks for the purpose of identifying the Client as a customer of eras, including on our website and in other marketing and promotional materials, unless the Client advises eras otherwise in writing.

Charges and Payment ↑

0. In consideration for the provision of the Services, the Client shall pay eras the Charges in accordance with this clause 9.

1. The charges for the Services shall be as agreed between the parties in writing or by telephone call or as stated on the Website at the time the Client placed its Order. Unless otherwise agreed in writing by the parties, the Charges shall include every cost and expense of eras directly or indirectly incurred in connection with the performance of the Services.

2. Where the Client purchases Credits in accordance with this Contract:

   0. eras shall invoice the Client on the date the Order was made; and
   1. the Client shall pay the invoice submitted to it by eras within 30 days of the invoice date to a bank account nominated in writing by eras.

3. For any other Services ordered by the Client in accordance with this Contract:

   0. eras shall invoice the Client on the date the Order was made; and
   1. the Client shall pay the invoice submitted to it by eras to a bank account nominated in writing by eras prior to eras commencing supply of the Services.

4. Each invoice shall include such supporting information required by the Client to verify the accuracy of the invoice, including the relevant purchase order number.

5. The Client shall pay each invoice submitted to it by eras within 30 days of the invoice date to a bank account nominated in writing by eras.

6. The Client shall reimburse eras for the following expenses and costs which are excluded from the Charges:

   0. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by eras’ personnel in connection with the Services (Expenses); and
   1. the cost to eras of any materials, licenses or services procured by eras from third parties for the provision of the Services (Third Party Costs).

7. All sums payable by the Client under the Contract are exclusive of amounts in respect of value added tax (VAT). The Client shall, on receipt of a valid VAT invoice from eras, pay to eras any additional amounts in respect of VAT as are chargeable on those on the supply of the Services at the same time as payment is due for the supply of the Services.

8. eras shall invoice the Client monthly in arrears for Expenses and Third Party Costs. eras shall provide invoices or receipts for Expenses and Third Party Costs if requested by the Client.

9. Without prejudice to any other right or remedy that eras may have, if the Client fails to pay any sum due to eras under the Contract by the due date:

   0. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

   1. eras may:

      0. temporarily revoke the Client’s access to The Psychometric Portal;
      1. withhold the issue of Credits which have been requested by the Client; or
      2. suspend all or part of the Services;

      until payment from the Client has been cleared in full.

10. All amounts due under the Contract from the Client to eras shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

0. The following definitions apply in this clause 10:
   0. default: any act or omission resulting in one party incurring liability to the other; and
   1. liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
1. Nothing in the Contract limits or excludes:
   0. liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
   1. liability for fraud or fraudulent misrepresentation;
   2. liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
   3. any liability that cannot legally be limited; or
   4. the Client’s liability for its payment obligations under the Contract.
2. Subject to clause 10.2, eras' total liability for all loss or damage arising under or in connection with the Contract shall not exceed a sum equivalent to 100% of the Charges paid to eras under the Contract.
3. Subject to clause 10.2, neither party shall have any liability for:
   0. loss of profits (including loss of anticipated savings);
   1. loss of business or business opportunity;
   2. loss of use or corruption of software, data or information;
   3. loss of or damage to goodwill; or
   4. indirect or consequential loss.
4. Subject to clause 10.2, all conditions, warranties, representations or other terms that might otherwise be implied into this Contract by statute, common law or otherwise are excluded from the Contract.
5. Unless a party notifies the other party that it intends to make a claim within 6 months of when it became, or ought reasonably to have become, aware of its having grounds to make a claim, the other party shall have no liability for that claim. The notice must be in writing and must identify the grounds for the claim in reasonable detail.

Termination ↑

0. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice.
1. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by notifying the other party if:
   0. the other party commits a material breach of any term of the Contract which:
      0. is not capable of remedy; or
      1. if capable of remedy, is not remedied within a period of 10 calendar days by the other party after being notified to do so;
   1. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause (b);
   2. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
   3. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
2. Without affecting any other right or remedy available to it, eras may terminate the Contract with immediate effect by notifying the Client if the Client fails to pay:
   0. any amount due under the Contract on the due date for payment and remains in default not less than 7 calendar days after being notified to make that payment; or
   1. any amounts due under this Contract by the due date for payment on 2 or more occasions in any 12-month period.
3. eras reserves the right to deactivate accounts on The Psychometric Portal where such accounts have remained inactive for 10 years. Should eras exercise its right under this clause 11.4, the Contract shall terminate with immediate effect.
4. On termination of the Contract for whatever reason, the Client shall:
   0. immediately pay to eras all of eras’ outstanding unpaid invoices and interest and, where no invoice has been submitted for Services supplied, eras may submit an invoice, which shall be payable in accordance with clause 9.5; and
   1. the Client shall return all of eras’ materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then eras may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
5. In the event of termination of the Contract for whatever reason, eras shall give the Client 3 months from the date of termination to use any remaining Credits on The Psychometric Portal. At the end of this 3-month period, eras shall close the Client’s account on The Psychometric Portal and any unused Credits will automatically become void.
6. Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
7. On termination or expiry of the Contract for any reason, eras shall contact the Client to request authority to securely delete or destroy any data (including personal data) related to the Contract. If directed in writing by the Client, eras shall return and not retain all or any of the data related to the Contract in its possession or control.
8. Should eras attempt to contact the Client to arrange deletion, destruction or return of any data pursuant to clause 11.7 without response on 3 or more occasions, eras reserves the right to securely delete such data in accordance with its own data protection obligations.

General ↑

0. Force majeure

   0. Neither party shall be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.
   1. eras shall not be liable for any defect or failure in the performance of The Psychometric Portal or any Assessment for reasons beyond eras’ control including but not limited to link failures, power difficulties, telephone outages, network overload, issues related to the Client’s systems, default or failure of a third party, government actions, failure in the supply of a third party's access line or any event of Force Majeure.

1. Assignment and other dealings

   0. eras may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
   1. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of eras.
   2. Either party may, after giving prior notice to the other party, assign, novate or transfer any of its rights and obligations under the Contract to any person to which it transfers its business.

2. Confidentiality

   0. Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by clause (b).
   1. Each party may disclose the other party's Confidential Information:
      0. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisors to whom it discloses the other party’s Confidential Information comply with this clause 12.3; and
      1. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   2. Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

3. Entire agreement

   0. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   1. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

4. Variation

   No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

5. Waiver

   0. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
   1. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

6. Severance

   If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

7. Notices

   0. Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the email address specified in the Cover Sheet or to the email addresses used during the Client’s subscription.
   1. Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
   2. This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

8. Third party rights

   Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9. Governing law

   The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

10. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.