1.   Relationship and Agreement

1.1      These terms of business (“Terms”) apply to the relationship between the Insight222 Affiliate that proposes to, or has entered into, or agreed to the Order or Statement of Work (“Insight222”) and the Customer identified on the relevant Order or Statement of Work (“Customer”). These Terms together with any additional terms set out in the relevant Order or Statement of Work form the agreement between the parties and govern the delivery of all Services provided by Insight222 to the Customer. Any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are expressly excluded.

1.2      These Terms may only be varied by express variation in the Order or Statement of Work. Any such variation that is in conflict with these Terms or any description of the Services in these Terms or any Insight222 website shall take precedence.

1.3       Insight222 may update these Terms from time to time. The terms that form part of the agreement between the parties are those published on Insight222’s website (at https://www.insight222.com/the-terms-of-business) at the Commencement Date.

1.4       Nothing in these Terms obliges either party to enter into an Order or Statement of Work but, once agreed and accepted by Insight222, such Order or Statement of Work shall be binding on the parties and, together with these Terms, forms the agreement between the parties for the delivery of the Services. The Order or Statement of Work shall become effective on the date specified on the Order or Statement of Work or, where no such date is so stated, on the date when it is countersigned by Insight222 (“Commencement Date”).

1.5       Any samples, drawings, descriptive matter or advertising issued by Insight222, and any descriptions or illustrations contained in Insight222's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the agreement between the parties or have any contractual force.

1.6       Any quotation given by Insight222 is subject to agreement of the Order or Statement of Work and shall not be binding until such Order or Statement of Work has been accepted by Insight222.

2.   Services

2.1       The Services provided by Insight222 and governed by these Terms consist of the following:

     (a)      The Program: a program for participants within the Customer to participate in certain learning and networking activities and to benefit from advisory support as outlined within the relevant Order for the Insight222 People Analytics Program ® (“Program”);

     (b)      Consulting Services: Customer specific consulting support (such as the development of a strategic roadmap, operating model design, stakeholder engagement) that is delivered to the Customer and as outlined in the Statement of Work (“Consulting Services”);

     (c)      Learning Services: Customer specific training delivery support (such as the deployment of Learning Sessions, Digital Products, and data-literacy up-skilling) that is delivered to the Customer and as outlined in the Statement of Work (“Learning Services”);

     (d)     Learning Platform (myHRfuture): Access by named and authorised individuals to a platform focused on up-skilling,  learning pathways, and as outlined on  www.myHRfuture.com/academy and the relevant Order (“Program”, “myHRfuture Platform”);

     (e)     Community Platform (People Analytics Program Membership Portal): Access by named and authorised individuals to a platform focused on connecting, networking, events, and a resource centre for Program members as outlined on www.myHRfuture.com/academy and the relevant Order (“Program”);

     (f)      Other Professional Services: Speaking engagements at conferences and client events, and sponsorship rights to Insight222’s Digital HR Leaders podcast, as outlined in the relevant Order (“Speaker”, “Sponsorship Rights”).

2.2       The Program, Community and Learning Platforms, and Other Professional Services are made available to Customers on acceptance of a relevant, valid Order and further details relating to those Services may be set out in that Order.  A description of the Consulting Services and Learning Services and details relating to their delivery are set out in a Statement of Work.

3.   Interpretation

The following definitions and rules of interpretation apply in these Terms.

3.1       Definitions:            

Business Day: a day other than a Saturday, Sunday or public holiday in the country in which the Insight222 Affiliate is located.

Customer Input Materials: all Documents, information and materials provided by the Customer relating to the Services.

Data Protection Legislation:  (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, including without limitation the UK Data Protection Act 2018 and UK GDPR; (ii) the Privacy and Electronic Communications Regulations 2003;  (iii) the California Consumer Privacy Act of 2018, California Civil Code §1798.100, et seq., and (iv)  any other laws and regulations relating to the processing of personal data and privacy which apply to a party.  “UK GDPR” means the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended).

Community and Learning Platforms:  the myHRfuture platform and the People Analytics Program Membership Portal.

Consulting Deliverables: the materials delivered as part of the Consulting Services prepared or acquired by Insight222 prior to or independently of the Services engagement or produced by Insight222 for the Customer.              

Digital Products: Insight222 products made available to Customer via an online platform, whereby the Customer has the option to either host such products on its own platform or for Insight222 to host such products on the Customer’s behalf using an approved third-party provider.

Document: any document in writing, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form.

Fees: Consulting Services, Learning Services, Other Professional Services, and Subscription Fees:

     (a) Consulting Services Fees: the fees payable by the Customer for the supply of any Consulting Services in accordance with clause 11 (Fees and Payment);

     (b) Learning Services Fees: the fees payable by the Customer for the supply of any Learning Services in accordance with clause 11 (Fees and Payment);

     (c) Other Professional Services Fees: the fees payable by the Customer for the supply of any Other Professional Services in accordance with clause 11 (Fees and Payment);

     (d) Subscription Fees: the fees payable by the Customer for participation in or access to the Program or the Community and Learning Platforms, as the case may be, in accordance with clause 11 (Fees and Payment).

Insight222: The Insight222 entity that has agreed the Order or Statement of Work being either Insight222 Limited, a company registered in England and Wales with company number 10926588 and whose registered office is at 9 Appold Street, London, EC2A 2AP, United Kingdom, or Insight222 LLC, a Delaware-based corporation headquartered at 614 N. DuPont Hwy., Dover, DE 19901.            

Insight222 Affiliate: Either of the Insight222 entities.            

Insight222 Materials: The Program Materials, Digital Products, Platform Content and Learning Services Materials.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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, such 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.            

Learning Services Materials: all Documents, Digital Products, Sessions, or other products and materials delivered by Insight222 in relation to the Learning Services in any form, including notes, session materials, general data, reports (including drafts), or any other materials set out in a Statement of Work.

Order: the Customer's order for the Program, Community and Learning Platforms, or Other Professional Services made on Insight222’s standard order form for the relevant Services.              

Participant: a director or employee of the Customer approved in writing, from time to time, by Insight222 to participate in the Program, access Community and Learning Platforms, or receive Learning Services.            

Platform Content: the content, including courses and materials, available on the Community and Learning Platforms.            

Program Activities: the meetings and events organised by Insight222 for Participants to attend as part of the Program.            

Program Materials: any materials and documents made available by Insight222 to Participants in relation to the Program.

Services: the Services provided by Insight222 including the Program, Consulting Services, Learning Services, Other Professional Services, the Community and Learning Platforms, as the case may be.              

Sessions: Learning Services sessions provided by Insight222 by a live virtual feed or in a physical location attended by the Participants.

Subscription: a subscription for a Participant to (i) in the case of the Program: participate in the Program Activities and receive access to the Program Materials or (ii) in the case of the Community and Learning Platforms to access the Platform Content.            

Subscription Term: the term of the Customer’s Subscription as stated in the relevant Order.

3.2       A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation and regulation made under that statute or statutory provision.

3.3       Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.4       A reference to writing or written includes fax and email.

4.   The Program Activities and Materials

4.1       Subject to the Customer paying the applicable Subscription Fees, Insight222 will make the Program Activities and Program Materials available to each Participant.

4.2       The dates, venues and times of the Program Activities will be communicated by Insight222 from time to time and will be displayed on the People Analytics Program Membership Portal.

4.3       Insight222 reserves the right to make changes to the Program at its discretion, however it will endeavour to give as much notice as practicable to Participants of any changes to Program Activities.

4.4       If a Participant is unable to attend any of the Program Activities for any reason, the Customer shall not be entitled to any refund of the Subscription Fees.

4.5       The Customer shall give Insight222 as much notice as is reasonably practicable if any Participant is due to leave the employment of the Customer or will cease to be a director of the Customer.

4.6       If the Customer wishes to replace any Participant for any reason it shall provide written details of the proposed replacement to Insight222.

4.7       Insight222 reserves the right at its discretion to suspend a Participant’s access to the Program at any time, for example due to inappropriate behaviour, by giving written notice to the Customer; such notice shall include Insight222’s reasons for the suspension.

5.   Consulting Services

5.1       Subject to the Customer paying the applicable Consulting Services Fees, Insight222 shall supply the Consulting Services to the Customer in accordance with the Statement of Work in all material respects.

5.2       Insight222 shall use reasonable endeavours to meet any performance dates for the Consulting Services specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for performance of the Consulting Services.

5.3       Insight222 reserves the right to amend the details of Consulting Services, either if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. Insight222 shall notify the Customer in any such event.

5.4       The performance of the Consulting Services is contingent on the Customer:

     (a)      promptly responding to questions, making decisions and providing information and approvals as necessary for Insight222 to be able to provide the Consulting Services;

     (b)      ensuring that appropriate representatives are reasonably available as required for consultation and guidance with respect to the supply of the Consulting Services including, without limitation, making relevant personnel available to discuss any Deliverables; and

     (c)      allowing Insight222 such access to its facilities, equipment and data as is reasonably required to provide the Consulting Services; and

     (d)      complying with any additional obligations set out in the Statement of Work.

6.   Learning Services

6.1       Subject to the Customer paying the applicable Learning Services Fees, Insight222 shall supply the Learning Services to the Customer in accordance with the Statement of Work in all material respects.

6.2       Insight222 shall use reasonable endeavours to meet any performance dates for the Learning Services specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for performance of the Learning Services.

6.3       Insight222 reserves the right to amend the details of Learning Services, either if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. Insight222 shall notify the Customer in any such event.

6.4 If a Participant is unable to attend any of the Learning Services Sessions for any reason, the Customer shall not be entitled to any refund of the Learning Services Fees.

6.5       The performance of the Learning Services is contingent on the Customer:

     (a)      promptly responding to questions, making decisions and providing information and approvals as necessary for Insight222 to be able to provide the Learning Services;

     (b)      ensuring that appropriate representatives are reasonably available as required for consultation and guidance with respect to the supply of the Learning Services including, without limitation, making relevant personnel available to discuss any Deliverables; and

     (c)      allowing Insight222 such access to its facilities, equipment and data as is reasonably required to provide the Learning Services; and

     (d)      complying with any additional obligations set out in the Statement of Work.

7.  Other Professional Services

7.1       Subject to the Customer paying the applicable Other Professional Services Fees, Insight222 shall supply the Other Professional Services to the Customer in accordance with the Statement of Work in all material respects.

7.2       Insight222 reserves the right to amend the details of Other Professional Services, either if necessary to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. Insight222 shall notify the Customer in any such event.

7.3       The performance of the Other Professional Services is contingent on the Customer:

     (a)      promptly responding to questions, making decisions and providing information and approvals as necessary for Insight222 to be able to provide the Other Professional Services;

     (b)      ensuring that appropriate representatives are reasonably available as required for consultation and guidance with respect to the supply of the Other Professional Services including, without limitation, making relevant personnel available to discuss any Deliverables; and

     (c)      allowing Insight222 such access to its facilities, equipment and data as is reasonably required to provide the Other Professional Services; and

     (d)      complying with any additional obligations set out in the Statement of Work.

8.   Community and Learning Platforms

8.1       Subject to the Customer paying the applicable Subscription Fees, Insight222 shall allow access for Customer’s named and authorised staff to the Community and Learning Platforms and the Platform Content.

8.2       The named staff who are authorised to access the Community and Learning Platforms may not share their log in credentials with others.  Access to the Community and Learning Platforms is personal and cannot be assigned to others.

8.3       In order to gain access to the Community and Learning Platforms, the Customer must complete an Order and name the individuals to whom access will be granted on the Order. Additional terms relevant only to the Community and Learning Platforms are set out in the Order. Subject to the additional terms in the Order, Insight222 will make the Platform Content available online for streaming by the Customer once Insight222 accepts the Order.

8.4 All Participants who have access to the Community and Learning Platforms must agree to be bound by and must adhere to the Acceptable Use Policy, which can be found at https://www.myHRfuture.com/acceptable-use-policy. Insight222 has the right to suspend or terminate the access of any Participant who fails to comply with the policy.

8.4       The Platform Content may be updated or changed by Insight222 from time to time provided that the Platform Content continues to match the description of the Community and Learning Platforms published by Insight222.

9.   Warranty

9.1       Insight222 warrants to the Customer that the Services will be provided using reasonable care and skill.  The Customer will give Insight222 a reasonable time period to correct any deficiency in the Services before exercising any of its other rights or remedies.

9.2       Insight222 warrants that it will make the Program, Digital Products, and the Community and Learning Platforms available to the Customer in the manner identified in the relevant Order. Insight222 reserves the right, however, to:

     (a)      amend the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the services;

     (b)      take the Services off-line to deal with technical problems or make minor technical changes.

10.   Customer's Obligations

10.1       The Customer shall:

     (a)      co-operate with Insight222 in all matters relating to the Services;

     (b)      provide Insight222 with such information and materials as Insight222 may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

     (c)      obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

     (d)      comply with all applicable laws;

     (e)      comply with any additional obligations as set out in the Order and/or Statement of Services.

10.2       If Insight222's performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

     (a)      without limiting or affecting any other right or remedy available to it, Insight222 shall have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Insight222's performance of any of its obligations;

     (b)      Insight222 shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Insight222's failure or delay to perform any of its obligations as set out in this clause 10.2; and

     (c)      the Customer shall reimburse Insight222 on written demand for any costs or losses sustained or incurred by Insight222 arising directly or indirectly from the Customer Default.

11.   Fees and Payment

11.1       Insight222 reserves the right to increase the Subscription Fees and the Consulting Services Fees, Learning Services Fees, and Other Professional Services Fees on an annual basis with effect from each anniversary of the Commencement Date on giving the Customer not less than 60 days’ prior written notice of the increase.

11.2       Unless stated otherwise in the Order or the Statement of Work, the Consulting Services Fees, Learning Services Fees, or Other Professional Services Fees shall be calculated in accordance with the scope agreed to with the Customer prior to the Commencement Date and as outlined in a relevant Statement of Work.

Where any Fees are calculated on a time and materials basis:

     (a)       For Consulting Services Fees, Learning Services Fees, or Other Professional Services Fees, where applicable, Insight222’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.30 am to 5.30 pm worked on Business Days; and

     (b)     Insight222 shall be entitled to charge an overtime rate of 125% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Consulting Services, Learning Services, or Other Professional Services outside the hours referred to in clause 11.2(a).  

11.3      Insight222 shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Insight222 engages in connection with the Consulting Services, Learning Services, or Other Professional Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Insight222 for the performance of the Consulting Services, Learning Services, or Other Professional Services and for the cost of any materials.

11.4 Fees for Rescheduling Learning Services. The processes described in this clause 11.4 are in addition to the Term and Termination provisions (clauses 15 and 16) of this agreement.

     (a) Any rescheduling of Learning Services pursuant to this clause shall occur within the time period of the Statement of Work and shall not otherwise affect any agreement on future Services to be performed.  

     (b) If a Session is rescheduled by the Customer giving more than 14 days’ advance written notice to Insight222, then the Customer may reschedule the date of such Session, subject to the availability of Insight222 facilitators, without any additional fees.

     (c) If a Session is rescheduled by the Customer giving less than 14 days’ advance written notice to Insight222, then the Customer may reschedule the date of such Session, subject to the availability of Insight222 facilitators, but Insight222 shall be entitled to charge the Customer and additional fifty percent (50%) of the Fees agreed for the rescheduled Session, which sums, if charged, shall be immediately due and payable. The Customer shall not be relieved of its obligation to pay Insight222 amounts owed for Services previously supplied in respect of the rescheduled Session.

11.5      Unless stated otherwise in the Order or Statement of Work, Insight222 shall invoice the Customer:

     (a)     the Subscription Fees in advance;

     (b)     the Consulting Services Fees 50% in advance, 50% monthly in arrears;

     (c)     the Learning Services Fees 50% in advance, 50% on the Commencement Date of the Services, as stated on the relevant Statement of Work;

     (d)     the Other Professional Services Fees 50% in advance, 50% on the Commencement Date of the Services, as stated on the relevant Order form.

11.6      The Customer shall pay each invoice submitted by Insight222:

     (a)     within 30 days of the date of the invoice; and

     (b)     in full and in cleared funds to a bank account nominated in writing by Insight222, and time for payment shall be of the essence.

11.7      If the Insight222 Affiliate entering into the agreement is Insight222 Limited, all amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”), as applicable. Where any taxable supply for VAT purposes is made by Insight222 to the Customer, the Customer shall, on receipt of a valid VAT invoice from Insight222, pay toInsight222 such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

11.8      If the Customer fails to make a payment due to Insight222 by the due date, then, without limiting Insight222's remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. If the Insight222 Affiliate entering into the agreement is Insight222 Limited, Interest under this clause 11.8 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%. If the Insight222 Affiliate entering into the agreement is Insight222 LLC, interest under this clause 11.8 will accrue interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.

11.9      All amounts due 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).

12. Intellectual Property Rights

12.1     Except as otherwise set out in a Statement of Work in relation to Deliverables, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Insight222.

12.2     Subject to payment of the applicable Fees, Insight222 grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Insight222 Materials and Consulting Deliverables (excluding Customer Input Materials) solely for the purpose of receiving and using the Services and Insight222 Materials for its own, non-commercial, internal or personal use. The Customer may not, and shall require that Participants do not download, record, translate, publish, supply, stream, extract, adapt or create versions, derivative or compilation works from or otherwise copy any of the Platform Content and Learning Services Materials unless expressly permitted in writing by Insight222. The licence to use the Program Material, the Platform Content, and the Learning Services Materials will terminate automatically on termination of the Services unless otherwise expressly stated. The licence to use Consulting Deliverables is perpetual.

12.3     Notwithstanding clause 12.2, Insight222 specifically consents to the Participants making their own notes on the insights/information shared throughout Learning Services Sessions (“Notes”) and, following delivery of the training, to use the Learning Services Materials and their Notes for their own developmental purposes, to facilitate discussions about the training and to share ideas with colleagues for their internal development as long as the Customer or the Participant do not, without express prior written consent from Insight222, use the Notes or the Learning Services Materials for additional sessions without Insight222’s involvement or to provide training to additional employees, or disseminate the Learning Services Materials outside the Customer and/or its affiliates.

12.4     The Customer shall not sub-licence, assign or otherwise transfer the rights granted in clause 12.2.

12.5     The Customer grants each Insight222 Affiliate a fully paid-up, non-exclusive, royalty-free, transferable, perpetual, and irrevocable licence to copy and modify Customer Input Materials for the purpose of providing the Services to the Customer.

12.6     If the Customer optionally contributes comments, content, or material to Program, or on the Community and Learning Platforms, the Customer hereby grants a non-exclusive, irrevocable, perpetual, worldwide licence to Insight222 and other customers who have access to use such comment, content or material for the purpose for which it was contributed. The Customer shall instruct its employees to behave according to their own policies with respect to the use of Confidential Information.

12.7     The Customer agrees to respect the comments, content, or materials contributed to the Program or the Community and Learning Platforms by other customers and to use such comments, content, or materials only for the purpose for which it was contributed.

12.8     Both parties are free to use the general ideas, information, and know-how gained and retained by their personnel during the supply and receipt of the Services provided that each party observes the obligations of confidentiality and is not in breach of the trade secret laws. Insight222 shall not be required to restrict the work assignments of its representatives who have had access to Customer’s Confidential Information.

12.9     The Community and Learning Platforms, the Program Materials, and the Learning Services Materials may contain links to third party sites or material.  Insight222 is not responsible for such material or sites and gives no warranty in respect of or licence to use such content.

12.10     Insight222 may publish the Customer’s name and logo regarding any Services it has provided the Customer and any Customer endorsements of Insight222’s Services in its marketing materials in any media. This right shall survive termination or expiry of the agreement for any reason.

13. Data Protection and Data Processing

13.1     Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

13.2     The Customer warrants that it will not provide Insight222 with any personal data or information (as defined in the Data Protection Legislation) other than business contact information required for Insight222 to provide the Services and contact details of Participants, unless Insight222 has expressly agreed to process such personal data under the agreement. In relation to any business contact information and contact details of Participants provided by the Customer to Insight222, the parties acknowledge and agree that for the purposes of the Data Protection Legislation, they are each a data controller (where controller has the meaning as defined in the Data Protection Legislation).

13.3     Without prejudice to the generality of clause 13.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to Insight222 for the duration and purposes of the Services.

13.4     Without prejudice to the generality of clause 13.1, where Insight222 has expressly agreed to act as a data processor of any personal data provided to it by the Customer in accordance with clause 13.2 (where processor has the meaning as defined in the Data Protection Legislation), Insight222 shall, in connection with the performance of its obligations:

     (a)      process that personal data solely to the extent necessary for the performance of the Services and only on the written instructions of the Customer (provided that such instructions are consistent with and relate to the services that Insight222 has agreed to provide under the agreement), unless Insight222 is required by applicable Data Protection Legislation to process personal data. Where Insight222 is relying on applicable Data Protection Legislation as the basis for processing personal data, Insight222 shall promptly notify the Customer of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits Insight222 from so notifying the Customer;

     (b)      ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

     (c)      ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

     (d)      not transfer any personal data outside of the European Economic Area unless Insight222 complies with its obligations under the Data Protection Legislation and one of the following conditions are fulfilled;

          (i)        the European Commission has decided that the third country (or sector or territory in the third country) or international organisation to which the personal data is to be transferred ensures an adequate level of protection; or

          (ii)       the Customer or Insight222 has provided appropriate safeguards in relation to the transfer and the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies; or

          (iii)      the transfer is covered by one of the derogations set out in Article 49 of the GDPR.

     (e)      assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

     (f)       notify the Customer without undue delay on becoming aware of a personal data breach;

     (g)      at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by applicable Data Protection Legislation to store the personal data;

     (h)      maintain complete and accurate records and information to demonstrate its compliance with this clause 13; and

          (i)       permit the Customer (or its third-party auditor) to audit Insight222’s compliance with this clause 13 on giving reasonable notice to Insight222, provided that any third party auditor mandated by the Customer to conduct such audit has entered into confidentiality undertakings which are satisfactory to Insight222 and the Customer uses reasonable endeavours to ensure that any such audit is designed to minimise disruption to Insight222’s business.

13.5     The Customer consents to Insight222 appointing third-party processors to process personal data. Insight222 confirms that it has entered or (as the case may be) will enter with each third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 13. As between the Customer and Insight222, Insight222 shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13. Insight222 shall provide the Customer with details of any proposed change in any relevant third-party processors at least ten (10) days prior to any such change.

13.6     Compliance with the California Consumer Privacy Act. If the Insight222 Affiliate is Insight222 LLC and Insight222 acts as Data Processor of Consumer Personal Information provided by Customer as Data Controller in connection with the Services, it shall, to such extent as it is the Data Processor, comply with all applicable obligations imposed by the California Consumer Privacy Act of 2018, California Civil Code §1798.100, et seq. (“CCPA”) and specifically agrees and acknowledges that, as of January 1, 2020:

     (a)      Data Processor shall upon request disclose and/or make available to Data Controller the categories and pieces of Consumer Personal Information collected by Data Processor in the preceding twelve (12) months and provide the requested Consumer Personal Information to Data Controller, free of charge, in a readily useable electronic format within ten (10) Business Days of Data Controller’s request;

     (b)      Data Processor shall delete Consumer Personal Information or make such Consumer Personal Data available to Data Controller for deletion, within ten (10) Business Days of Data Controller’s request;

     (c)      Data Processor shall not sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate orally, in writing, or by electronic or other means, Consumer Personal Information to another Business or third party for monetary or other valuable consideration.

Capitalised terms used in this clause 13.6 shall have the meanings ascribed to them in the CCPA.

14. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

14.1     Nothing in these Terms, the Order or the Statement of Work shall limit or exclude either Insight222 Affiliate's liability for:

     (a)      death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

     (b)      fraud or fraudulent misrepresentation; or

     (c)      any other liability which cannot be limited or excluded by applicable law.

14.2     Subject to clause 14.1, neither Insight222 Affiliate shall be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, breach of warranty or otherwise, arising under or in connection with the Services for:

     (a)      loss of profits;

     (b)      loss of sales or business;

     (c)      loss of agreements or contracts;

     (d)      loss of anticipated savings;

     (e)      loss of use or corruption of software, data or information;

     (f)       loss of or damage to goodwill;

     (g)      punitive, exemplary or special damages; or

     (h)      any indirect or consequential loss.

14.3     Subject to clause 14.1, Insight222's total liability for itself and the other Insight222 Affiliate, to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Services shall be limited to 100% of the total Fees paid by the Customer for the Services which are the subject of the liability.

14.4     Implied terms relating to the description, quality, fitness for purpose of any goods delivered or in relation to the time of performance or the duty to exercise reasonable care and skill in relation to services are excluded from the agreement between the parties.

14.5     This clause 14 shall survive termination of the agreement to provide the Services.

15. Term and Termination

15.1     The agreement for and/or supply of the Services shall commence on the Commencement Date and shall continue for the Subscription Term or until the date or termination event set out in the Order or Statement of Work unless terminated earlier by either party in accordance with this clause 15.

15.2     Without affecting any other right or remedy available to it, unless stated otherwise in the Order or Statement of Work, Insight222 may terminate the Order, Statement of Work or Services at any time by giving the Customer not less than six months’ written notice.

15.3     Where the Order expressly allows the Customer to terminate access to the Program or the Community and Learning Platforms on each anniversary of the Commencement Date or any other special date as outlined in the Order during the Subscription Term, the Customer may terminate the Services on any such anniversary or special date on giving Insight222 not less than 60 days’ prior written notice.

15.4     Without affecting any other right or remedy available to it, either party may terminate the Services with immediate effect by giving written notice to the other party if:

     (a)      the other party commits a material breach of any term of the Order, Statement of Work or these Terms and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;

     (b)      the other party enters into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), has a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

     (c)      the other party suspends or ceases to carry on all or a substantial part of its business.

15.5     Without affecting any other right or remedy available to it, Insight222 may terminate the Services with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment.

15.6     Without affecting any other right or remedy available to it, Insight222 may suspend the supply of Services if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.4(b) or 15.4(c), or Insight222 reasonably believes that the Customer is about to become subject to any of them.

16. Consequences of Termination

16.1     Where Insight222 terminates any Subscription for convenience pursuant to clause 15.2 it shall repay the Customer a pro rata portion of any Subscription Fees paid in advance for the period following the date of termination.

16.2     On termination of the Order, Statement of Work, or the Services the Customer shall immediately pay to Insight222 all of Insight222's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Insight222 shall submit an invoice, which shall be payable by the Customer immediately on receipt.

16.3     On termination or expiry of the Order, Statement of Work or the Services each party shall return or destroy (to the extent reasonably practicable) all copies of the other party’s confidential information in its possession or control and which it does not need in relation to the performance of any other Services which are still being delivered.

16.4     Termination or expiry of the Order, Statement of Services or the Services shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

16.5     Any provision of these Terms, the Order or Statement of Work that expressly or by implication is intended to come into or continue in force on or after termination or expiry Terms, the Order or Statement of Work shall remain in full force and effect.

17. General

17.1     Force majeure. Neither party shall be in breach nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control.  If Insight222 is prevented from performing the Services due to a cause beyond its reasonable control, it shall inform the Customer of the delay or failure and likely extent and duration of it. If the cause persists and the delay or failure endures for more than 30 days, the Customer has the right to terminate the Services on notice.

17.2     Assignment and other dealings.

     (a)      Insight222 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 agreement between the parties;

     (b)      The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the agreement between the parties without the prior written consent of Insight222.

17.3     Confidentiality.

     (a)      Each party undertakes that it shall not at any time disclose to any person any confidential or proprietary information concerning the business, affairs, customers, clients or suppliers of the other party, which, in the case of the Customer, includes any confidential information concerning any other participants in the Insight222 Program or the Community and Learning Platforms, Learning Services, or Other Professional Services (“Confidential Information”), except as permitted by clause 17.3 (b) and (c);

     (b)      Each party may disclose the other party's Confidential Information:

          (i)       to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.3; and

          (ii)       as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

     (c)      Insight222 may disclose the Customer’s Confidential Information to the other Insight222 Affiliate provided that the receiving Insight222 Affiliate commits to observe the confidentiality provisions in relation to that Confidential Information as set out in this clause 17;

     (d)    Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the agreement.

17.4     Entire agreement.

     (a)      These Terms and the Order or Statement of Work constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter;

     (b)      Each party acknowledges that in entering into an Order or Statement of Work 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 these Terms, the Order or Statement of Work. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Order or Statement of Work;

     (c)      Nothing in this clause shall limit or exclude any liability for fraud.

17.5     Variation. Except as set out in these Terms, no variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.6     Waiver. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms, the Order or Statement of Work or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms, the Order or Statement of Work or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.7     Severance. If any provision or part-provision of these Terms, the Order or Statement of Work is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms, the Order or Statement of Work.

17.8     Notices.

     (a)      Any notice or other communication given to a party under or in connection with these Terms, the Order or Statement of Work shall be in writing and shall be delivered by hand or by pre-paid recorded delivery post at its registered office (if a company) or its principal place of business (in any other case); or sent by email (in the case of the Customer to the email address set out in the Order or Statement of Work and in the case of Insight222 to legal@insight222.com and finance@insight222.com;

     (b)      Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid recorded delivery post at the time recorded by the delivery service; or, if sent by email, on the next Business Day after transmission;

     (c)      This clause 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.

17.9     Third party rights: only applicable if the Insight222 Affiliate entering into the agreement is Insight222 Limited.

     (a)      Unless they expressly state otherwise, these Terms, the Order or Statement of Work do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, the Order or Statement of Work;

     (b)      The rights of the parties to rescind or vary these Terms, the Order or Statement of Work are not subject to the consent of any other person.

17.10   Sustainability and Ethical Practices. Insight222 uses sustainable work practices wherever possible including working in serviced offices that use sustainable and ethical products and services, using recycled paper, minimising the use of print and other physical products by using electronic systems for document sharing, working from home whenever practical, encouraging the use of public transport when travelling on business and adopting practices to promote good corporate governance. Insight222 abides by laws and practices for ethical standards of corporate governance for employment matters and in working with suppliers. If the Insight222 Affiliate entering into the agreement is Insight222 Limited, this includes but is not limited to the following laws: UK Modern Slavery Act 2015, The Working Time Regulations 1998 and The Working Time (Amendment) Regulations 2003.

17.11   Governing law. If the Insight222 Affiliate entering into the agreement is Insight222 Limited, these Terms, the Order or Statement of Work, 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. If the Insight222 Affiliate entering into the agreement is Insight222 LLC, these Terms, the Order or Statement of Work, 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 laws of the State of Delaware.

17.12   Jurisdiction. Each party irrevocably agrees that:

(a) if the governing law is the law of England and Wales, 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 these Terms, the Order or Statement of Work or its subject matter or formation; and

(b) if the governing laws are the laws of the State of Delaware, the state and federal courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, the Order or Statement of Work.

Last updated: January 2025