1. License Agreement.
Pearson Education Limited ("Pearson") grants to qualified individuals ("You" and "Your") a non-transferable and non-exclusive license to use the Pearson Talent Assessment Internet-based test and survey system. The granting of this license is active upon issuance by Pearson of an authorised user login id and is subject to the terms and conditions contained in this license agreement (the "Agreement").
The term of this license begins on the date on which the login id is issued, and will be continued until terminated by either party. You agree that all registration information You provide will be accurate and up to date. You also agree to immediately inform Pearson of any changes in Your registration information that may affect Your eligibility as a Pearson Talent Assessment authorised user.
3. Orders and Payment.
3.1 Orders for test and survey products during the term of this Agreement are subject to acceptance by Pearson and will be fulfilled subject to the terms and conditions of this Agreement. You agree to accept billing for all applicable charges for Pearson Talent Assessment products together with any applicable taxes at the time or order or at such other time as is determined by Pearson from time to time. Charges are due and payable in full within thirty (30) days of invoice. Pearson reserves the right to suspend ordering privileges and/or to terminate the license granted by this Agreement in the event of sustained or multiple failures to pay charges in a timely fashion.
3.2 Unless stated otherwise, each assessment product purchased on Pearson Talent Assessment entitles You to one test session, and each test session enables one administration and report for the product ordered, valid for a period of twenty-four months from the time of purchase.
3.3 Unused and unassigned assessment products may be returned within 30 days from the date of purchase and refunds will be issued subject to a 25 percent administration fee. Returns will not be accepted after 30 days. Credits are based on the original order or invoice and not current inventory. If an assessment is started, but not completed (by either the candidate or administrator), no credit or refund will be issued. Pearson Talent Assessment products are non-transferrable and cannot be exchanged for a different Pearson Talent Assessment or TalentLens product. In the event of a product retirement, inventory of the retired product cannot be exchanged for or transferred to another product.
4. Proper Use of Products.
You agree to use Pearson Talent Assessment products within the scope of Your training and professional competence and in a manner consistent with their intended use. Your use of Pearson Talent Assessment products certifies that You have the necessary certifications and/or training to do so. Use for human resource and pre-employment screening certifies that You have full and current knowledge of relevant equality and employment law in the jurisdiction where You operate. You agree that any tests or surveys You purchase from Pearson will be used by You or under Your direct supervision in a manner consistent with applicable professional, ethical, and regulatory guidelines and standards.
5. Protection of Test and Survey Products.
5.1 Tests, surveys, reports, and delivery mechanisms on Pearson Talent Assessment’s Internet-based test and survey system are the proprietary property of Pearson, and title to the products and all intellectual property rights worldwide protecting the products remain with Pearson. You agree to take diligent and reasonable steps to keep the products and related processes confidential and free from unauthorised access or use, and not to divulge, provide, or make the products available to a third person, unless said person is under Your direct professional supervision. Further, You may not assign, sublicense, or otherwise transfer this Agreement or any right, license, or privilege in relation to the products You may receive to any other person.
5.2 You agree not to copy, duplicate, download, or otherwise disseminate test or survey products without the explicit written permission of Pearson. You further agree not to modify or alter the physical or electronic characteristics of Pearson Talent Assessment tests, surveys, reports, or any aspect of the Pearson Talent Assessment electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into Pearson Talent Assessment proprietary systems.
5.3 Except as provided in section 7 of this Agreement, You agree to indemnify and hold Pearson and its testing content suppliers harmless against claims, liabilities, demands, damages, costs, or expenses, including attorney’s fees and expenses, arising from or in connection with Your use of Pearson Talent Assessment products and/or Your failure to perform the other terms of this Agreement.
6. Personal data and Data Processing.
6.1 Pearson will use all personal data collected and stored by the Pearson Talent Assessment products in accordance with our Privacy Notice (click the following link to access the Privacy Notice www.talentlens.co.uk/platform_security_privacy). You agree to comply with all applicable data protection laws in relation to personal data collected and stored by the Pearson Talent Assessment products where it is the data controller.
6.2 In relation to personal data in relation to which Pearson is identified in the Privacy Notice as the data processor;
You appoint Pearson to process such personal data for the sole purpose of making available test(s) and survey product(s) in accordance with these terms and conditions. Except as otherwise stated in these terms and conditions Pearson will not process the personal data for its own purposes or for the purposes of third parties and will follow authorised users’ documented instructions in relation to such personal data given through the Pearson Talent Assessment products.
Pearson will comply with applicable data protection laws in relation to its processing of personal data under these terms and conditions and in particular will: (i) ensure that persons who process personal data are subject to strict obligations to maintain confidentiality and process personal data only for the purpose of making available test(s) and survey product(s) through the Pearson Talent Assessment products; (ii) take appropriate technical and organisational measures in accordance with the Privacy Notice to protect personal data against accidental or unlawful destruction, and/or loss, alteration or unauthorised disclosure or access; (iii) provide timely and adequate support to enable You to (a) respond to any request by any individual exercising his or her right under applicable data protection laws, including the right to access, correct or delete personal data from the Pearson Talent Assessment products, or any other correspondence, request or complaint by any person or regulatory authority in connection with the processing of personal data by the Pearson Talent Assessment products, and if such requests, correspondence, inquiries or complaints go directly to Pearson, Pearson will promptly notify You and provide all relevant information; and (b) where Pearson's processing of personal data is likely to result in a high risk to the data protection rights and freedoms of the data subjects, at Your cost, perform a data protection impact assessment and, if necessary, consult with Your data protection authority.
Pearson will promptly and without undue delay notify You and provide You with all information and support required to enable You to comply with Your obligation to report any breach of privacy or security incident to regulatory authorities and affected individuals in accordance with the applicable data protection laws. In addition, Pearson will take such steps as are reasonably required to mitigate the effects of any breach of privacy or security incident.
Pearson will appoint sub-processors in relation to personal data only in accordance with the Privacy Notice and on contracts that reflect these terms and conditions and you approve of all such appointments. Pearson will inform you of any new sub-processors via updates to the Privacy Notice and you must raise any objection to new sub-processors within 14 days of such update.
Pearson will provide to You or to an external auditor appointed by You on request such information as is reasonably required to enable You to verify Pearson’s compliance with its obligations in relation to personal data.
Pearson warrants that neither the products nor the Pearson Talent Assessment proprietary system in their standardised form, nor their normal professional use will infringe upon any patent, copyrights, or trademarks existing at the time of the product delivery. You agree to promptly inform Pearson of any such potential infringement claim. Pearson agrees to indemnify and hold You harmless from and against such claims provided You have met the other terms and conditions of this Agreement. If such an infringement claim arises, Pearson will furnish You with non-infringing replacement products or terminate this Agreement in whole or part by crediting any ordered but unused products affected by the potential claim. Pearson makes no other warranties with respect to Pearson Talent Assessment products.
Either party will have the right to terminate this Agreement if the other party breaches any of its obligations and fails to remedy same within 30 days after receipt of notification of breach, except that there is no remedy period for breach of Pearson's rights under sections 4 and 5 of this Agreement.
The Liability of Pearson for loss or damage relating to this Agreement or Your use or inability to use Pearson Talent Assessment and its products shall be limited to the charges paid by You for the products involved. In no event will Pearson be liable to You for any claim made against You by any third party or for any claim made by You for lost business or profits, or for indirect, special, or consequential damages. Nothing in this Agreement is intended to restrict or limit the liability of either party for death or personal injury caused by its negligence or any other liability that may not be limited or restricted under applicable law.
This Agreement is governed by the laws of England and Wales. Any dispute between You and Pearson shall be brought before the competent courts of England, which shall have exclusive competence to adjudicate such dispute. It constitutes the complete agreement between You and Pearson regarding Your status as an authorized user and Test Administrator of Pearson Talent Assessment.