Client Practitioner Terms and Conditions

Background

The Client purchases learning products and services, including Personal Profiles, from Insights.

Under this CP Agreement, the Client can send its own employees or contractors to be trained and accredited as Client Practitioners (CPs). Once accredited, the CPs can generate Personal Profiles for the Client’s employees using Insights Online and use certain Insights Intellectual Property to deliver learning experiences in-house for the Client.

Agreed Terms

Definitions and Interpretation

In this CP Agreement:

"Business Day" means any day other than a Saturday, Sunday, on which commercial banks are normally open for business in the Client’s location;

“Client Administrator” or “CA” means an employee or contractor of Client who is not accredited as an Insights Accredited Practitioner and handles Personal Profiles in providing administrative assistance to Client Practitioners;

“Client Practitioner” or “CP” means an Insights Accredited Practitioner who is an employee or contractor of Client;

“Commercial Agreement” means an agreement between the Client and an Insights Group member under which the Insights Group member supplies Products to the Client;

“CP Annual Licence Fee” means an annual fee, which may be set out within the Pricing Agreement or relevant Order, which is payable to Insights for each CP in respect of each CP Annual Licence Period;

“CP Annual Licence Period” means a period of one year commencing from 1st April and ending on the 31st March each year, during which the Client has CPs;

“Insights Accreditation” means a multi-day train-the-trainer course at which Insights or licensee trains individuals to use and deliver specific Products;

“Insights Accredited Practitioner” means an individual who successfully completes an Insights Accreditation and is accredited by an Insights Group member to use and deliver one or more specified Products;

"Insights Group" means The Insights Group Limited (Scottish company number SC166543), together with its subsidiaries and any other company or business organisation that is under common control (whether legal or factual);

“Insights Intellectual Property” means an Intellectual Property Right owned by a member of the Insights Group;

“Insights Online” means an online system operated by an Insights Group member and through which (i) individuals may answer Insights evaluator questionnaires; and (ii) persons authorised by Insights can generate and access Personal Profiles;

"Insights Product" means a Product, Service, or Practitioner Material that are:

(a) developed by, owned by, or licensed to an Insights Group member; and
(b) marketed or used under the brand and trademarks of the Insights Group.

"Intellectual Property Right" means any intellectual and industrial property right whatsoever existing now or at any time in the future throughout the world, including any patents, copyright, moral rights, know-how, show-how, registered or unregistered designs, database rights, software, mathematical or other models and methods, trademarks (whether registered or unregistered), service marks (whether registered or unregistered) and trade or business names;

“Learning Consultant” means an employee or independent contractor of an Insights Group member who is an Insights Accredited Practitioner;

“Online Units” means a Product consisting of pre-purchased credits that can be exchanged within Insights Online for Personal Profiles;

"Party" means a party to this CP Agreement;

“Personal Profile” means an Insights Product consisting of a written profile individualised for each Profile Recipient and generated using personal data collected through an Insights evaluator;

“Practitioner Material” means a presentation aid or material (other than a Product) that contains Insights Intellectual Property and that is made available to CPs by an Insights Group member;

“Profile Recipient” means the individual named in a Personal Profile;

“Product” means a good or item that is supplied by Insights to the Client as part of a Commercial Agreement;

“Service” means a service that is to be supplied by Insights to the Client under a Commercial Agreement;

"Trademarks" means the trademarks of Insights and the Insights Group, and all other trademarks and trade names, whether registered or unregistered, that are owned by or licensed to an Insights Group member;

Accreditation of Client Practitioners, Insights Online

The Client may request to send an employee or contractor to attend an Insights Accreditation in order to become a Client Practitioner. Insights will assess the suitability of candidates put forward by Client for Insights Accreditation and may, at its discretion, decide whether or not to admit a given candidate to an Insights Accreditation.

A candidate who successfully completes the Insights Accreditation course and assessments will qualify as an Insights Accredited Practitioner and will be granted a licence to access certain Practitioner Materials and to use and deliver certain Insights Products internally to the Client as a Client Practitioner for a period of one year from the date of their accreditation (the “IDA Year”).

Upon the expiration of the IDA Year, and each CP Annual Licence Period thereafter, in order for each Client Practitioner to maintain their accreditation as a Client Practitioner and continue to access certain Practitioner Materials and use and deliver Insights Products internally to the Client, the Client must pay a CP Annual Licence Fee for each CP. Where the expiration of the IDA Year falls during a CP Annual Licence Period, Insights will charge for the CP Annual Licence Fee on a pro rata basis for the first CP Annual Licence Period. Thereafter, all CP Annual Licence Fees shall be paid in full for each subsequent CP Annual Licence Period in accordance with clause 2.4 below.

Unless otherwise agreed in writing between the Parties, the CP Annual Licence Fee will be invoiced on 1st Feb each year and is payable in advance of the next CP Annual Licence Period for all active Client Practitioners.

Insights will provide the Client with a quotation, no later than the 31^st December each year, setting out the CP Annual Licence Fee to be applied for the following year; the quotation will be based on the number of active Client Practitioners. Where the Client believes there is an error within the quotation relating to the number of active Client Practitioners, it shall inform Insights within two (2) weeks of its receipt of the quotation. If no errors have been notified to Insights within two (2) weeks the quotation shall be deemed to be accepted and the CP Annual Licence Fee set out within it shall be applied for the following year. Where the Parties agree that there are errors within the quotation, Insights shall rectify such errors and the CP Annual Licence Fee set out within the rectified quotation shall apply.

The CP Annual Licence Fee includes the following during the CP Annual Licence Period:

Access for Client Practitioner to Practitioner Materials through a dedicated online portal to use for Client‘s internal learning and development needs;
Continuing education and support: Client Practitioners can attend webinars offered by Insights; and
Telephone and email-based support from the Insights’ global headquarters and Insights affiliates, where applicable.

As a condition of maintaining their qualification as an Insights Accredited Practitioner, each CP must conform to this CP Agreement.

Insights Online: Purchasing and Using Online Units

The Client may only purchase Online Units under a Commercial Agreement and use an Insights Online account if it employs at least one CP.

At its discretion, Insights may permit CAs to use the Client’s Insight Online account to assist the CP in preparing and delivering Personal Profiles.

Every Insights Discovery Personal Profile consists of a mandatory Foundation Chapter, together with further optional chapters that the Insights Online user selects.

Online Units are a self-service Product. Unless explicitly agreed otherwise in a Commercial Agreement, the Client is responsible, at its own cost, for preparing and delivering Personal Profiles using Online Units.

Use of Personal Profiles and Practitioner Materials

Insights provides CPs with access to Practitioner Materials for use in delivering Insights Products.

CPs may only deliver Insights Products to Profile Recipients attending a learning experience delivered within the Client’s organisation.

CPs may only present the Practitioner Materials to Profile Recipients.

No one other than a CP or other Insights Accredited Practitioner may present the Practitioner Materials or deliver any Insights Products within the Client’s organisation.

CPs may only use Insights Products in accordance with the training given during the Insights Accreditation process.

Subject to the following rules, a CP may customise the standard PowerPoint-based Practitioner Materials provided to CPs by an Insights Group member, but only as required to meet specific learning and development objectives of the Client:

the customisation must be consistent with the Insights Group’s published guidelines, strategies and standards, and with the CP’s training during the Insights Accreditation process;

the Insights Group’s ownership of copyright, Trademarks and other Intellectual Property Rights in the Practitioner Materials must remain clearly identified in the resulting customised materials;

before using any new customised Practitioner Materials, the Client must share a copy with Insights; and

in its sole discretion, Insights may require the Client to amend or withdraw from use any such customised PowerPoint materials.

Intellectual Property

Subject to clause 2, Insights grants to the Client a non-exclusive, royalty-free, revocable licence to use the Intellectual Property Rights contained within the Insights Products to the extent necessary to use Insights Products for the Client’s internal learning and development purposes in accordance with this CP Agreement during the Term.

The Client must not, without the written consent of Insights:

amend, modify, copy, adapt, translate, or reproduce any part of an Insights Product, whether for the Client’s own use, for the use of a third party, for resale, or for any other purpose;

create audio or video recordings of the delivery of any Services, or make any such recordings available to the public;

create any products or services, for resale or use by a third party, that are based on or derived from the ideas and concepts conveyed by any Insights Products; or

assist any third parties to do anything described in paragraphs 2.1 to 5.2.3.

Insights warrants to the Client that:

Insights has the right to grant the Intellectual Property Rights licence in clause 1; and

Insights owns, or has the necessary licences to use, all Intellectual Property Rights relating to all Insights Products.

Nothing in this CP Agreement is intended to transfer or assign ownership of any Intellectual Property Rights that existed before this CP Agreement came into force.

The Insights Group retains all Intellectual Property Rights relating to Personal Profiles and Practitioner Materials. As between Insights and the Client all Intellectual Property Rights generated by Insights or a Learning Consultant in the provision and delivery of any services and Insights Products become the exclusive property of Insights upon creation.

Access Control in Insights Online

Insights Online login credentials (i.e. usernames and passwords) are unique to each client. As a condition of using Insights Online, the Client must procure that all CPs and CAs:

take reasonable precautions against third parties learning or guessing the Client’s login credentials;

only share the Client’s login credentials with other CPs and CAs;

promptly notify Insights, and change the Client’s Insights Online password, if it is believed someone other than a CP or CA knows the Client’s login credentials;

take reasonable precautions, such as logging out of Insights Online when leaving a computer unattended, to prevent unauthorised access of the Client’s account; and

not use Insights Online:

in any way that impairs, or is likely to impair, the functioning of Insights Online;

for fraudulent or criminal purposes; or
to cause annoyance, inconvenience or anxiety to others.

If a CP or CA leaves their employment with the Client, the Client must inform Insights promptly and change the Client’s Insights Online password.

If a CP or CA leaves their employment with the Client, the Client must inform Insights promptly and change the Client’s Insights Online password.

Unless permitted to do so under another agreement with an Insights Group member or one of its authorised licensees, neither the Client, nor any CPs nor CAs may:

distribute or resell anything accessed through Insights Online;

download, copy, or otherwise record any data from Insights Online for the use or benefit of anyone other than the Profile Recipient;

frame, or use framing techniques to enclose any Insights Online content, including any trademarks, logos, images, text, page layout, or form;

use any meta tags or any other "hidden text" incorporating or using any names or trademarks belonging to the Insights Group; or

use data mining, robots, or similar data gathering and extraction tools to collect information from Insights Online.

Insights may, at its discretion, suspend the Client’s access to Insights Online immediately and without notice if Insights, acting reasonably, believes the Client, a CP, or a CA is acting (or is about to act) in breach of this CP Agreement. Insights must promptly inform the Client if it takes such action.

Insights may suspend the Client’s access to Insights Online immediately and without notice if the Client stops employing any CPs.

Liabilities and Indemnities

All warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.

No Party is liable to another Party for consequential or indirect losses arising out of or in connection with a breach of this CP Agreement.

Term and Termination

This CP Agreement commences once it is executed by both Parties, and it continues indefinitely until terminated as detailed in this Clause 8 (“Term”).

Either Party may terminate this CP Agreement by giving written notice to the other Party.

Insights may terminate this CP Agreement by giving written notice to Client where a CP is in breach of any of the terms of this CP Agreement.

Insights may terminate this CP Agreement by giving written notice to the Client if there are no continuing Commercial Agreements in force under which the Client buys Personal Profiles from a member of the Insights Group. This CP Agreement will remain in full force and effect in the event that any applicable Commercial Agreement expires.

General

Parties may not assign, charge, or delegate any of their rights or obligations under this CP Agreement.

Any notices required under this CP Agreement must be sent by pre-paid recorded delivery or registered post, or by email. Notices are deemed to have been delivered to the recipient:

if sent by recorded delivery or registered post, on the third Business Day after posting; or

if sent by email on receipt of a delivery or read receipt email from the correct address.

This CP Agreement is governed by and interpreted according to Scots law. The parties submit to the exclusive jurisdiction of the Scottish courts for the resolution of any disputes arising under this CP Agreement.

The failure by a Party to enforce a right conferred by this CP Agreement is not a waiver of that right.

If any part of a provision of this CP Agreement is invalid, unlawful or unenforceable, it is deemed to be severed from the provision with the remainder of the provision remaining in force.

This CP Agreement entirely revokes and replaces any previous agreements and established practices between Insights and the Client about the Client’s:

CPs;

use of Insights Online; and

use of Intellectual Property Rights belonging to Insights Group members.

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