Lena Research and Consulting LLP General Terms & Conditions, Effective 01 April 2015
Lena Research and Consulting LLP (hereinafter referred as “LRC”) provides Clients and Participants with access to the LRC System including website contents, product brochure, technical documents, white papers, questionnaires, reports and all other services which may be offered from time to time including each and every feature which is collectively and jointly referred to as the “LRC System”. These LRC General Terms and Conditions cover the relationship between the Client, Participants and LRC; and supersede all previous versions hereof, prior negotiations, verbal agreements and form part of each and every transaction with LRC. These General Terms and Conditions form part of the Client Agreement between the Client and LRC for use of the LRC System and additional Client specific terms and conditions are contained in each Client Agreement.
IT IS HEREBY AGREED
- Definitions and Interpretation
1.1. Definitions. In this Agreement the following expressions have the following meanings:
“Authorised Persons” means employees, agents and/or subcontractors of the Client authorised by the Client to use the LRC System. The Client will not approve anyone to become an Authorised Person unless they have first undergone the recommended training by LRC in the use of the LRC System and have been approved by LRC. To maintain this approval, Authorised Persons must complete refresher and update training as recommended by LRC at least yearly.
“Business Day” means a day that is not a Saturday, Sunday or any other day which is a public holiday in the place where an act is to be performed or a payment is to be made.
“Cancellation Fee” means the fee as set out in The Agreement payable by the Client to LRC for early termination of this Agreement for reasons other than those stated in Clause 18.1. If no fee is specifically listed this equates to 50% of the total amount remaining payable under The Agreement.
“Client” is the party so named in the specific Client Agreement.
“Commencement Date” means the date so specified in The Agreement.
“Confidential Information” means, in relation to a party, the confidential information of that party which relates to the subject matter of this Agreement and information relating to the design, specification and content of the LRC System; the personnel, policies or business strategies of that party; and the terms on which access to the LRC System is being made available under the Client Agreement; but does not relate to information which is already in the public domain other than information which is in the public domain as a result of a breach of this Agreement.
“Delivery Date” means the dates on which the Client has access to the LRC System in accordance with the dates set out in the Agreement.
“Employment Offer” means the decision by a Client to offer a position to a Candidate. It is important for Clients to ensure that any decision the Client takes in relation to employment is not based solely on information from the LRC System but is based on all of the relevant information and circumstances, and that this process is clearly documented, specifically recording that the Client has made a decision to offer employment, having regard to a range of information and factors, but that in doing so it does not make any representation to the Candidate that it will not act to prevent any particular conduct that is in breach of the terms of employment or that is otherwise illegal from occurring.
“Start Date” means the date on which the LRC System is made accessible to the Client as per the Agreement.
“Initial Term” means the period so specified in The Agreement.
“Intellectual Property Rights” means all intellectual property rights in India and throughout the world in the LRC System, including each of the following:
1.1.1. Patents, copyright, rights in circuit layouts, registered designs, trade or service marks, trade, business or company names, indication of source or appellation of origin, and any right to have confidential information kept confidential.
1.1.2. Any application or right to apply for registration of, or assert or waive, any of the rights referred to in paragraph (1).
1.1.3. Moral rights, trade secrets, ideas, concepts, materials, know-how and techniques.
“Professional Fees” means the fees fixed outlined in item 4 of Schedule 1of your Client Agreement and as amended pursuant to clause 5.7 as consideration for LRC providing the Client, invited Participants and Authorised Persons access to the LRC System and Technical Support.
“Legitimate Employment Activity” means any activity using the LRC System that does not illegally or unfairly disadvantage or discriminate against Participants.
“Link” means a hypertext link connecting a website to other websites.
“LRC” means Lena Research and Consulting LLP with LLP Identification number AAA-5165 duly registered with RoC Hyderabad, India.
“LRC Assessments” means professionally developed psychometric assessments designed specifically to identify various psychological characteristics of candidates in a work environment. LRC Assessment Results are not intended to form the sole basis upon which the decision of the Client should be made. Clients should use LRC Results in conjunction with all other available information such as reference checking, educational achievements, work experience and structured interviews when making recruitment decisions.
“LRC Results” means the feedback, information and reports provided by the LRC System based on Candidate Input. Results created via the LRC System are considered to be valid for a period of 12 months from the date the Candidate Input was generated.
“LRC System” means the LRC website, accessed through the World Wide Web and located at “http://www.thePsychometricWorld.com”, and all of the processes enabled there from including but not limited to talent management features, the development of online surveys, LRC Assessments, profiling, Candidate Input, skills tests, selected third party products and the provision of reporting of results to the Client, each and every feature whether referred to collectively or jointly and any feedback or other interaction between the Client and LRC in the use of the LRC System and LRC Assessments whether or not the Client has access to the LRC Website. Clients may be required to execute a third party sub license agreement for some services provided by third party vendors.
“LRC Technical Support” is provided as part of the agreement with Clients and Participants during the specific hours as detailed in clause 12.4 hereof for the purposes of ensuring exceptional user experience in the use of the LRC System.
“LRC Training” means the level of training required to utilise the LRC System as detailed in The Agreement.
“LRC Website” means the website located at addresses http://www.thePsychometricWorld.com and such other domains as advised from time to time either directly to the client or via news release on www.thePsychometricWorld.com.
“Candidate” means an individual (an applicant, a candidate, a jobseeker, an employee current, prospective or future or a non-employee of the Client) who is asked to participate in online surveys or assessments as part of a specific Client project designed for recruitment, development or retention purposes. LRC does not make any decisions as to the use of results obtained or any promotional or other offer made to the participant as a result of any project. LRC always acts as an agent of the Client.
“Candidate Input” means the input of data, answers and other personal information as requested from time by the LRC System and provided by the Participant. Interpretation of this input in completion of LRC Assessments produces LRC Results as well as being used by the LRC System in regular searches for possible vacancies suitable to the Candidate`s requirements.
“Performance Standards” means the availability standards set out in The Agreement.
“Site licence” means a licence for access to the LRC System and the use of specific services by one particular Client physical location or Client group of registered users.
“Term” means the Initial Term, and each 12 month period of extension pursuant to clause 4.1, commencing on the anniversary of the Commencement Date.
1.2. Agreement Construction – reference to:
1.2.1. One gender includes the others;
1.2.2. The singular includes the plural and the plural includes the singular;
1.2.3. A person includes a body corporate;
1.2.4. A party includes the party’s executors, administrators, successors and the Client assigns;
1.2.5. A statute, regulation or provision of a statute or regulation (“Statutory Provision”) includes:
18.104.22.168 That Statutory Provision as amended or re-enacted from time to time; and
22.214.171.124 A statute, regulation or provision enacted in replacement of that Statutory Provision.
1.2.6. Money is expressed in Indian Rupees, unless otherwise stated.
1.2.7. “Including” and similar expressions are not words of limitation.
1.2.8. Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
1.2.9. Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
1.2.10. A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
1.3.1. If a party consists of more than 1 person, this Agreement binds each of them separately and any 2 or more of them jointly.
1.3.2. An obligation, representation or warranty in favour of more than 1 person is for the benefit of them separately and jointly.
1.3.3. A party which is a trustee is bound both personally and in its capacity as a trustee.
- Client access to the LRC System
2.1. LRC must make available the LRC System to the Client on the Delivery Date.
2.2. LRC will advise the Client on establishing the link from the Client Website to the LRC System if required.
- Links and Warranty
3.1. LRC will:
3.1.1. Host the LRC System:
3.1.2. Display the Client’s logo on relevant pages of the LRC System in an unaltered format as prescribed by the Client (subject to the commercial trems and payments for this premium service) ; and
3.1.3. Provide a link to and from the Client’s Website.
3.2. The Client warrants to the best of its knowledge that the materials provided to LRC for the purposes of clause 3.1 and any amendment of those materials notified by the Client to LRC from time to time:
3.2.1. Are true and correct;
3.2.2. Are the property of the Client;
3.2.3. Do not infringe the rights of any third party;
3.2.4. And are not illegal, defamatory, threatening, racially, sexually or politically offensive, dishonest or misleading, and do not violate any International, National, State or local government law.
3.3. LRC must store the Participant Input and the LRC Results in a secure environment and must not disclose the Participant Input or the LRC Results without the consent of the Participant other than:
3.3.1. For the purposes of this Agreement or any Agreement between the Client and LRC;
3.3.3. For the purposes of trouble shooting errors or malfunctions with the LRC System.
3.3.4. If asked by law to provide such information in compliance to an international, national, state or local legal system.
3.4. LRC may be requested by other Clients to release LRC Results for other positions or vacancies in which case LRC will request the Participant to approve such a release prior to releasing the LRC Results.
3.6. The Client acknowledges that this Agreement requires all Participants to enter into the Participant Terms and Conditions in respect of their use of the LRC System – usually at the time of logging on.
3.7. The Client acknowledges:
3.7.2. That a Participant may consent to the disclosure of valid LRC Results obtained through use of the LRC System in relation to this Agreement to other Clients on subsequent dates for different positions;
3.7.3. The LRC System must not be used for any purpose other than recruitment, development and retention purposes unless agreed to in writing in advance by LRC. Where the LRC System is used for other than recruitment, Clients must first obtain Participants written consent to the project being undertaken;
3.7.4. That the information obtained from assessment systems is persuasive rather than conclusive and should always be used in conjunction with other available information;
3.7.5. That due to the inherent limitations of assessment systems generally the LRC System may not properly or fully assess the capability of every person who takes an assessment;
3.7.6. That the Client is given private access to the LRC System and undertakes and agrees not to allow anyone to access or view any part of the LRC System or the LRC Assessments, not to distribute or publish any information which is contained within the LRC System or the LRC Assessments except in the day to day use of the LRC System as provided herein and the Client acknowledges that LRC has the right to take appropriate legal action in cases where such violation of LRC’s Intellectual Property takes place.
3.7.7. That LRC will provide the Client with LRC System usage statistics by email monthly and that the Client will provide LRC with accurate relevant team member statistics as and when requested by LRC, to enable confirmation of the predictive validity of the LRC System in relation to the Client’s recruitment process.
3.7.8. That LRC will survey Clients and Participants to ensure ongoing quality control of the LRC System.
3.7.9. That LRC may communicate directly with Participants from time to time in relation to research projects, validity studies, jobs and personal development.
- Term of Agreement
4.1. This Agreement commences on the Commencement Date and continues for the Initial Term. The Term of the Agreement is automatically extended at the end of the Initial Term (and at the end of each additional Term under this clause) for a further period of 12 months unless the Client gives to LRC written notice of its intention not to renew the Agreement at least one month prior to the expiration of the Term.
4.2. LRC will provide the LRC System for the Term subject to the Client meeting its obligations under this Agreement in full.
4.3. The Client confirms they meet the minimum hardware and Internet connection specifications to use and suitably utilise the LRC System as detailed in The Agreement. At least two months prior to the end of each Term, LRC will notify the Client of any change in all relevant LRC System fees that will apply to the extension of the Term.
4.4. In consideration of LRC providing access to the LRC System, the Client must pay the Professional Fees within payment terms. The Client acknowledges that neither the Client nor the Participant will be entitled to LRC Results unless and until the Professional Fees is paid in accordance with this Agreement.
5.1. The Client must pay the Professional Fees and all other invoiced amounts in the manner and terms specified by; 5.1.1. Cash;
5.1.2. Client cheque (check);
5.1.3. Providing an authority to charge the Client’s credit card to LRC via email, telephone or via self service in the account section of the LRC System; or
5.1.4. Direct transfer of funds to LRC’s Client account:
Bank Name: HDFC BANK LTD
Account Holder: Lena Research and Consulting LLP
Account Number: 03772020001117
Account Type: Current
NFET/RTGS code: HDFC0000377 (for National Transfers)
SWIFT Code: HDFCINBBHYD (for International Transfers)
5.1.5 in case if payment is made by credit card, we as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.
5.2. Should a dispute ever arise regarding payment of an account, all items not in dispute on the account remain due and payable within the terms agreed. All other terms shall remain enforceable.
5.3. The Client will pay the Professional Fees and other services invoiced, within the period allowable under this Agreement as shown in the client`s Agreement. If no separate agreement is signed with the client then the invoices shall be payable within 15 days of the receipt.
5.4. The Client agrees to pay interest on overdue accounts which may be charged monthly on the overdue amount at a rate shown in the client`s Agreement. If no separate agreement is signed with the client then the month interest on overdues shall be 2% (two percent).
5.5. The Client agrees to pay LRC an Overdue Account Fee of Rs.500 + Service Tax per month for any accounts paid after the period allowable as per clause 5.3 of this Agreement.
5.6. The Client agrees that if it pays the Professional Fees by credit card in accordance with Clause 5.1, LRC may charge a process fee as shown in The Agreement to offset the fee charged toLRC by the Bank or credit card company.
5.7. The Client agrees that the Professional Fees is fixed for the Initial Term. During each renewal or extension of the Term pursuant to clause 4.1, the Professional Fees will automatically increase, without any notice, on and from 1 April each year by up to 10% rounded down to the next whole rupee and item 4 of Schedule 1 of your Client Agreement is amended accordingly.
- Service Tax (ST)
6.1. For the purpose of this clause 6:
6.1.1. “ST” means Service Tax within the meaning of Chapter V of the Finance Act, 2010;
6.1.2. “Finance Act” means “the Finance Act, 2010″. as ammended from time to time.
6.2. To the extent that LRC makes a taxable supply in connection with this Agreement, except where express agreement is made to the contrary and subject to this clause 6, the consideration payable by the Client under this Agreement represents the value of the taxable supply for which the payment is to be made.
6.3. Subject to clause 6.4 if LRC makes a taxable supply in connection with this Agreement for a consideration which, under clause 6.2, represents its value, then the Client must also pay, at the same time and the same manner as the value is otherwise payable, the amount of any ST payable in respect of the taxable supply.
6.4. The recovery of consideration for any taxable supply made under this Agreement is subject to LRC issuing to the Client a tax invoice in respect of that supply.
- Limitation of Liability
7.1. To the extent permissible by law LRC excludes any liability:
7.1.1. For any failure of performance, error, omission, interruption, deletion, defect or delay in transmission or operation; or
7.1.2. For any communications line failure; or
7.1.3. For theft or destruction or
7.1.4. Unauthorised access to, alteration of or use of the LRC System; or
7.1.5. For any injury, loss or damage arising out of use of or access to the LRC System, Provided that LRC does not exclude any such liability if it arises as a result of LRC’s failure to take reasonable steps to guard against and use their best endeavours to immediately rectify any of the matters referred to in this clause 7.1.
7.2. To the fullest extent permissible at law, LRC is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the LRC System or LRC Assessments, with the delay or inability to use the LRC System, the provision of or failure to provide services or for any information, software, products, services or related graphics obtained through the LRC System, any comments on or analysis of the Participant, any impact of any comments or analysis in respect of any decision of any person to make an Employment Offer or employ a Participant or otherwise arising out of the use of the LRC System, whether based on Contract, negligence, strict liability or otherwise, even if LRC has been advised of the possibility of damages.
7.3. The Client expressly agrees that use of the LRC System is at the Client’s sole risk. The LRC System is provided to the Client on an “as is” and “as available” basis. To the extent allowed by law, LRC’s liability for breach of a term implied into this Agreement by any law is excluded. LRC’s liability (if any) is limited to the Professional Fees.
7.4. In no circumstances is LRC liable for any damages, arising out of the use, installation, improper use or inability to use the LRC System.
7.5. Liability for the breach of any condition or warranty implied in this Agreement by the law is limited, in LRC’s sole discretion, to the provision supplying those services again or the cost of having the services supplied again.
7.6. The Client warrants that LRC Results will not be the only information relied on by a Client when the Client makes decisions about a Participant. The Client will always use LRC Results in conjunction with traditionally used information such as reference checks, structured interviews, educational achievements etc. Clients should ensure that any decision taken is clearly documented, specifically recording that the Client has made a decision to offer employment, having regard to a range of information and factors, but that in doing so it does not make any representation to the Participant that it will not act to prevent any particular conduct that is in breach of the terms of employment or that is otherwise illegal from occurring.
- Acceptance Testing
8.1. LRC will provide Clients with a number of days in which to test any custom programming if such is included in the Agreement. If, during the test period – 10 Business Days following the Delivery Date – the LRC System fails to perform substantially as detailed in this Agreement it must be treated as not accepted.
8.2. The Client must within five (5) Business Days of the end of the test period give a written report to LRC of any defects it identified during the test period. Subject to clause 8.4,LRC must be given the opportunity to rectify those reported defects in the LRC System within a further period of five (5) Business Days, commencing on receipt of the written report. All written reports, whether sent from the Client to LRC or LRC to the Client may be sent by email to the accepted email address nominated.
8.3. If LRC considers that it has rectified the defects reported in a written report, it shall promptly give written notice to the Client stating that it has corrected those defects. The date on which the Client receives that notice shall, for the purposes of clause 8.1, be a new Delivery Date and the provisions of clauses 8.1 and 8.2 shall apply again.
8.4. If LRC has failed to correct the defects reported in a written report within 10 Business Days, that failure shall constitute a breach of an essential term of this Agreement and the Client may, at its option, terminate this Agreement immediately and without requiring a notice to comply.
8.5. The LRC System must be treated as accepted if the Client does not notify LRC in writing of any defect which is apparent during the test period, within five (5) business days.
8.6. If the Client terminates this Agreement pursuant to clause 8.4, then LRC will immediately refund any money paid by the Client under The Agreement of this contract. LRC will not be obliged to provide any further services pursuant to this Agreement on termination under clause 8.4.
8.7. LRC will provide the Client access to the LRC System and all other assistance which the Client may request in order to conduct any tests it may reasonably require during any test period.
- Access to and Use of LRC System
9.1. LRC will provide the Client with a username and password to be used to access the LRC System.
9.2. The Client will have completed LRC Training as detailed in The Agreement and will possess or have access to the minimum hardware and Internet connections as detailed in The Agreement to gain access to the LRC System.
9.3. The LRC System may only be used pursuant to this Agreement:
9.3.1. By the Client or its Authorised Persons where appropriate LRC Training has been completed by all users;
9.3.2. By Participants applying for positions listed on the Client website;
9.3.3. By Participants completing online assessments as part of a legitimate recruitment exercise;
9.3.4. By Participants completing Surveys or questionnaires as part of a development or retention exercises; and
9.3.5. By authorised representatives or assigns of the Client who have been granted access by the Client to the LRC System’s read only portal.
9.4. Subject to clause 9.5, the Client is able to use the LRC System for any recruitment, development and retention exercise. The Client can utilise the LRC System or utilise information obtained from the LRC System for the development and retention purposes with the prior written consent of LRC as to the form and content of the specific exercise.
9.5. In accessing or utilising any information pursuant to clause 9.4 the Client must not breach any local, national or international law or any other laws applicable to the access or use of such information.
9.6. The Client must not submit, transmit, publish or display via the LRC System any comment, information or material that is illegal, defamatory, threatening, racially, sexually or politically offensive, or which is dishonest or misleading, or which violates any Commonwealth, State or local government law.
9.7. If the Client engages in any of the proscribed activities mentioned in clause 9.5 and 9.6, LRC reserves the right to terminate the Client’s access without prejudicing LRC rights to any paid or owing fees.
9.8. LRC acknowledges that communications via the LRC System between the Client and Participants are confidential to the Client and the Participant, and the Client acknowledges that these may also be read by employees of LRC in the maintenance and monitoring of the LRC System, subject to LRC’s obligations of confidentiality under clause 16.
9.9. LRC uses third party suppliers to provide certain tests complimentary to those provides by LRC. In some cases these third party suppliers will require that Clients wishing to use same sign separate agreement to cover the supplier’s legal rights. And where their Skills Tests have been included in the Solution chosen, Clients will need to sign the third party agreement.
- Site licences LRC offers some of its services under a site licence agreement, valid for one physical office or group of users only. This usage will be monitored by way of IP address registration and tracking by LRC and may occur randomly from time to time. It is the Client’s responsibility to advise LRC if it requires extensions to agreed site licences. Should LRC identify unauthorised usage of a single site licence between multiple sites, LRC will invoice and the Client agrees to pay for multiple licences.
- Additional Authorised Persons
11.1. The Client may appoint Authorised Persons to operate the LRC System for the Client provided that:
11.1.1. The Client has complied with all its obligations under the Agreement;
11.1.2. The Client must supply LRC with the name and contact details of all Authorised Persons prior to those Authorised Persons being given access to the LRC System;
11.1.3. All Authorised Persons must comply with the Agreement (with the exception only of the provisions dealings with Payment) and must confirm acceptance of the Agreement prior to those Authorised Persons being given access to the System;
11.1.4. The Authorised Persons must complete initial and ongoing training as notified to the Client by LRC from time to time.
11.2. Nothing in this clause confers on the Client the right to sub-license the use or access of the LRC System or LRC Assessments to third parties other than those approved herein.
- LRC Training and LRC Technical Support
12.1. LRC will provide the Client and its Authorised Persons with the LRC Training and LRC Technical Support as detailed in The Agreement at the Professional Fees rate shown in The Agreement. This support will include access to LRC psychologists as well as specialists in the use of the LRC System.
12.2. Where a Client or Participants of a particular Client continue to use LRC Technical Support above the level which is normal for all users and LRC identifies that a particular user needs LRC Training, the Client will be so advised and further support of that user will be charged to the Client at our technical support rate as per The Agreement until the user has completed the recommended LRC Training.
12.3. LRC Technical Support is not intended to replace a Clients’ system or network administrator and where LRC is called upon to provide network advice, the time taken will also be charged at our technical support rate.
12.4. Where Clients have paid in advance for or included LRC Technical Support in their Agreement, they can access our support by email to firstname.lastname@example.org or by calling us on +91-404013082 on Business Days from 9.00am to 6.00pm IST;
- Ownership and Use of Software
14.1. The Client does not acquire any rights in connection with the LRC System other than those usage rights as specified in this Agreement.
14.2. All LRC Reports carry the LRC logo as the primary company and provider. Under no circumstance may the LRC logo be removed from reports generated using the LRC System or methodology unless agreed in writing by LRC.
- Use of assessments for purposes other than recruitment
15.1. It is the general recommendation of LRC that organisations do not administer skills testing and assessments (other than the Workplace Personality Inventory (WPI) outside the requirements of a recruitment process. In instances where a Client wishes to assess Participants outside of a recruitment process (e.g. for development or retention purposes), LRC requires that the Client advise LRC in writing and gains the written consent of all Participants regarding the intended use of the LRC Results.
15.2. LRC Assessments will not be used for the recruitment of applicants for unskilled positions unless pre approved in writing by LRC. All applicants will have at least Year 10 English as a minimum standard to qualify before using LRC Assessments in English Language. Year 10 level of langauge mastery in that perticular language is required for assessments taken in any language.
16.1. A party must not, without the prior written approval of the other party, disclose the other party’s Confidential Information or use it for any purpose other than permitted by this Agreement.
16.2. A party is not in breach of clause 16.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
16.3. Each party must take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of this Agreement, do not make public or disclose the other party’s Confidential Information.
16.4. Despite any other provision of this clause 16, LRC may disclose the terms of this Agreement (other than the Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers or accountants, but must ensure that every person to whom that disclosure is made uses that information solely for the purposes of advising or reporting to LRC.
16.5. Despite any other provision of this clause 16, the Client may disclose the terms of this Agreement (other than the Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers or accountants, but must ensure that every person to whom that disclosure is made uses that information solely for the purposes of advising or reporting to the Client.
16.6. This clause 16 survives the termination of this Agreement.
17.1. A party in breach of its Privacy and Confidential Information obligations to a party under this Agreement, or a Participant (“Indemnifying Party”) indemnifies the other party against:
17.1.1. All losses incurred by the other party other than consequential loss;
17.1.2. All liabilities incurred by the other party; and
17.1.3. All legal costs (on a solicitor and own client or full indemnity basis, whichever is the greater) and other expenses incurred by the other party in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); arising directly or indirectly as a result of or in connection with a breach or non-performance of the Privacy and Confidential Information obligations of an Indemnifying Party under this Agreement.
17.2. Each party is solely liable for the development operation and maintenance of their website and all content on their website. Neither party will be in any way liable and each party indemnifies and hold the other party harmless from all claims, losses, damages and expenses (including reasonable legal costs) relating to the development, operation and maintenance of their website. An Indemnifying Party must pay to the other party all liabilities, costs and other expenses referred to in clause 17.1, whether or not the other party has paid or satisfied them.
- Default and Termination
18.1. The Client may terminate this Agreement at any time by written notice to LRC if any of the following apply:
18.1.1. LRC fails to carry out any provision of this Agreement, the failure is capable of remedy and LRC does not remedy that failure within 10 business days after written notice to LRC requiring it to be remedied;
18.1.2. LRC fails to carry out any material provision of this Agreement and the failure is capable of remedy; 18.1.3. A warranty given by LRC in this Agreement is materially incorrect;
18.1.4. It becomes unlawful for LRC to perform its obligations under this Agreement;
18.2. LRC may terminate this Agreement at any time by written notice to the Client if any of the following apply:
18.2.1. The Client fails to carry out any provision of this Agreement, the failure is capable of remedy and the Client does not remedy that failure within 10 business days after written notice to the Client requiring it to be remedied;
18.2.2. The Client fails to carry out any material provision of this Agreement and the failure is capable of remedy;
18.2.3. A warranty given by the Client in this Agreement is materially incorrect;
18.2.4. It becomes unlawful for the Client to perform its obligations under this Agreement;
18.3. Termination of this Agreement for any other reason than those listed in clause 18.1 will incur a Cancellation Fee. One month’s written notice is required to be provided to LRC and the applicable Cancellation Fee as outlined in The Agreement will be applied from date of termination and invoiced to the Client and payable within 30 days of invoice date. If no fee is specifically listed this equates to 50% of the total amount remaining payable under The Agreement.
18.4. On termination of this Agreement under this clause 18 each party retains the rights it had against the other party in respect of any past breach, in addition to any other rights, powers or remedies provided by law.
18.5. On termination of this Agreement for any reason but subject to the payment to LRC of all outstanding monies, LRC shall if requested to do so, deliver to the Client a copy of all LRC results held on the LRC System. LRC shall provide that information to the Client on a CD in a comma delimited file format.
18.6. Upon termination, the Client’s access to the LRC System will be terminated and, at the election of LRC, the Client will either return or destroy all documentation and other materials supplied to it by LRC in relation to the LRC System.
- Force Majeure
19.1. A party (“Affected Party”) is not liable for any delay or failure to perform an obligation (other than to pay money due and payable) under this Agreement caused by:
19.1.1. Act of God;
19.1.2. War, riot, insurrection, vandalism or sabotage;
19.1.3. Strike, lockout, ban, limitation of work or other industrial disturbance; and
19.1.4. Law, rule or regulation of any government or governmental agency and executive or administrative order or act of general or particular application.
19.2. The Affected Party must notify each other party as soon as practical of any anticipated delay or failure caused by an event referred to in clause 19.1 (“Event”).
19.3. The performance of the Affected Party’s obligation is suspended for the period of delay caused by the Event.
19.4.1. Continuing performance of an obligation is prevented by an Event; or
19.4.2. A delay caused by the Event exceeds 30 days; any party may terminate this Agreement at the expiration of not less than 7 days’ notice to the other parties.
19.5. If a party terminates this Agreement under clause 19.4 all money previously paid under this Agreement for which no goods, services or other consideration has been provided must be refunded within 14 days after termination.
- Inconsistency: To the extent that there is an inconsistency between a provision in a clause in the body of this Agreement and a provision in a Schedule, a Schedule takes precedence over a general provision.
- Assignment: A party must not assign the benefit of this Agreement without the other parties written consent, which must not be unreasonably withheld.
- Further Assurance: Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.
- Severability: If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
- Entire Understanding
24.1. This Agreement :
24.1.1. Is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
24.1.2. Supersedes any prior agreement or understanding on anything connected with that subject matter.
24.2. Each party has entered into this Agreement without relying on any representation by any other party or any person purporting to represent that party.
- Variation An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties. 26. Waiver
26.1. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
26.2. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
26.3. A waiver is not effective unless it is in writing.
26.4. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
- Costs and Disbursements Each party must pay its own costs and outlays connected with the negotiation, preparation and execution of this Agreement.
- Additional Material
28.1. The Client may add material or questions to an application form on the LRC System used to collect personal information from Participants looking to secure employment with the Client through use of the LRC System.
28.2. Depending on the level of access the Client has to the LRC System, LRC may agree to add material or questions referred to in clause 28.1 on the client’s behalf at anadditional charge.
28.3. In no event is LRC liable to the Client or any other person whether in contract, tort equity, under statute or otherwise for any material or questions inserted into or included within the LRC System by the Client or by LRC on the Client’s behalf whether authorised or contemplated by these terms and conditions or otherwise.
29.1. A notice or other communication connected with this Agreement (“Notice”) has no legal effect unless it is in writing.
29.2. In addition to any other method of service provided by law, the Notice may be:
29.2.1. Sent by prepaid ordinary mail to the address for service of the addressee as per The Agreement, if the address is in India and the Notice is sent from within India;
29.2.2. Sent by prepaid airmail to the address for service of the addressee as per The Agreement, if the address is outside India or if the Notice is sent from outside India;
29.2.3. Sent by email to the address stated in as per The Agreement;
29.2.4. Sent by facsimile to the facsimile number of the addressee as per The Agreement; or
29.2.5. Delivered at the address for service of the addressee as per The Agreement.
29.3. If the Notice is sent or delivered in a manner provided by clause 29.2 it must be treated as given to and received by the party to which it is addressed:
29.3.1. If mailed from within India to an address in India , on the 2nd Business Day (at the address to which it is mailed) after mailing;
29.3.2. If mailed to an address outside India or mailed from outside India , on the 5th Business Day (at the address to which it is mailed) after mailing;
29.3.3. If sent by email before 5.00pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt;
29.3.4. If sent by facsimile or similar electronic medium before 5.00pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt; or
29.3.5. If otherwise delivered before 5.00pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.
29.3.6. Despite clause 29.3(3): a facsimile is not treated as given or received unless at the end of the transmission the sender’s facsimile machine issues a report confirming the transmission of the number of pages in the Notice; and a facsimile is not treated as given or received if it is not received in full and in legible form and the addressee notifies the sender of that fact within three (3) hours after the transmission ends or by 12 noon on the Business Day on which it would otherwise be treated as given and received, whichever is later.
29.4. If a Notice is served by a method which is provided by law but is not provided by clause
29.2, and the service takes place after 5.00pm on a Business Day, or on a day which is not a Business Day, it must be treated as taking place on the next Business Day.
29.5. A Notice sent or delivered in a manner provided by clause 29.2 must be treated as validly given to and received by the party to which it is addressed even if:
29.5.1. The addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which it is sent; or
29.5.2. The Notice is returned unclaimed.
29.6. A party may change its address for service or facsimile number by giving Notice of that change to each other party. 29.7. If the party to which a Notice is the intended recipient consists of more than one (1) person then the Notice must be treated as given to that party if given to any of those persons.
29.8. Any Notice by a party may be given and may be signed by its solicitor or legal advisor.
- Governing Law and Jurisdiction: The law in India governs this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of Secunderabad, Andhra Pradesh, India.