Last updated: 30th September 2026
Cultiv8tiv Ltd, trading as Cultiv8tiv, is a private company limited by shares incorporated and registered in England and Wales with company number 15276094 and whose registered office is located at 23 Ryder Street, Cardiff, CF11 9BS. Wherever used in these terms and conditions of business (“T&Cs”), “Cultiv8tiv”, “we”, “our” or “us” refer to Cultiv8tiv Ltd (and our permitted successors and/or assigns). Wherever used in these T&Cs, “you”, “your” or similar terms mean the person or organisation placing an Order, including persons for whom you are responsible such as your employees, Permitted Entities and other permitted third parties (as applicable).
These T&Cs govern your access to and use of our products, software, services and website (collectively the “Services”), and any and all information uploaded or added to or appearing on the Services (collectively “Content”). They apply to every purchase from Cultiv8tiv, however you buy:
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How you buy |
Terms that apply |
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One-off Assessment bought on our website or by Order Form |
General Terms + Schedule 1 (One-off Assessments) |
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Subscription (12-month contract) |
General Terms + Schedule 2 (Subscriptions) |
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Custom assessment build |
General Terms + Schedule 3 (Custom Assessment Development), plus Schedule 1 or Schedule 2 for running it |
By placing an Order, signing an Order Form or accepting a Custom Development Quote, or by accessing and using the Services, you agree to be bound by these T&Cs. If you do not agree, you are not permitted to use the Services and/or Content.
By accessing and using the Services you are consenting to (or promising that you have obtained appropriate consent for) the collection and use of personal data by Cultiv8tiv in accordance with Cultiv8tiv’s Privacy Policy (https://cultiv8tiv.com/privacy-policy).
General Terms
- Definitions
1.1 In these T&Cs the following definitions apply (and further definitions that apply only to Subscriptions are set out in Schedule 2):
“Assessment” means a single administration of a Cultiv8tiv culture assessment instrument (including any Custom Assessment) to Participants within your organisation, together with the associated Deliverables.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales.
“Contract” means a contract formed by an Order, as described in clause 2.1.
“Custom Assessment” means an assessment instrument, or a variation of a standard Cultiv8tiv instrument (for example, bespoke questions, categories, scales, reporting or branding), designed or configured by Cultiv8tiv specifically for you at your request.
“Custom Development Fees” means the fees for Custom Development Services, as set out in the relevant Custom Development Quote.
“Custom Development Quote” means a written quote or statement of work issued by Cultiv8tiv and accepted by you in accordance with clause 2.1, describing Custom Development Services and the Custom Development Fees for them.
“Custom Development Services” means the scoping, design, development, configuration and testing of a Custom Assessment, and any subsequent changes to it that you request.
“Data Protection Addendum” means Cultiv8tiv’s data protection addendum applicable to the Services, as provided to you or made available on our website (currently https://cultiv8tiv.com/data-protection-addendum/) from time to time.
“Deliverables” means the outputs of an Assessment provided to you, including the Culture Pulse Score, category breakdowns, reports, analytics, insights and identified opportunities.
“Employee Band” means a band of employee numbers set out on the Pricing Page or in an Order Form, which determines the maximum number of Participants who may be invited to take part in an Assessment.
“Fees” means all fees payable under a Contract, including One-off Assessment fees, Subscription fees and Custom Development Fees.
“General Terms” means clauses 1 to 14 of these T&Cs, which apply to every Contract.
“One-off Assessment” means an Assessment purchased individually under Schedule 1, including the one-off running of a Custom Assessment.
“Order” means a Website Order, an Order Form or a Custom Development Quote.
“Order Form” means an order form signed by or on behalf of both parties which sets out the commercial details of the Services you are purchasing.
“Participant” means an employee or other individual within your organisation (or a Permitted Entity) who is invited to complete an Assessment.
“Permitted Entities” means any of your group companies named in an Order Form as being entitled to use the Services purchased under it.
“Pricing Page” means the pricing page on our website (currently https://cultiv8tiv.com/pricing/), as updated from time to time.
“Schedule” means a schedule to these T&Cs.
“Subscription” means a contracted subscription to run Assessments, as described in Schedule 2.
“Website Order” means an order for a One-off Assessment placed and paid for through our website.
- How these T&Cs apply
2.1 Each Order, once accepted, forms a separate legally binding contract between you and Cultiv8tiv which incorporates these T&Cs and the Data Protection Addendum (each a “Contract”). An Order is accepted:
(a) for a Website Order, when you complete your order and payment through our website and we confirm it (on screen or by email);
(b) for an Order Form, when it has been signed by both parties; and
(c) for a Custom Development Quote, when you accept it in writing (including by email) or sign an Order Form that refers to it.
2.2 The General Terms apply to every Contract. The Schedules apply only where relevant, as follows:
(a) Schedule 1 (One-off Assessments) applies to each One-off Assessment, including the one-off running of a Custom Assessment;
(b) Schedule 2 (Subscriptions) applies where an Order Form includes a Subscription; and
(c) Schedule 3 (Custom Assessment Development) applies where an Order includes Custom Development Services.
A single Order may bring more than one Schedule into effect.
2.3 If there is any conflict between the documents forming a Contract, the following order of priority applies: (a) any special terms set out in an Order Form or Custom Development Quote; (b) the relevant Schedule; and (c) the General Terms; except that the Data Protection Addendum shall prevail in relation to the processing of personal data.
2.4 You agree to be exclusively bound by the Contract to the exclusion of any other terms and conditions which seek to have effect (including any terms on a purchase order), and you warrant that you have read, understood and accepted the terms of the Contract.
2.5 We may update these T&Cs from time to time. The version in force when an Order is accepted applies to the Contract formed by that Order. For a Subscription, an updated version shall apply from the start of the next Renewal Term if we notify you of it not less than 60 days before the end of the then-current Initial Term or Renewal Term.
- The Services
3.1 You are solely and exclusively responsible for the use of the Services and for any Content accessed or made available to others through your account (even if that Content is accessed or made available by others). You assume all risks associated with the Services and any Content accessed or made available to others through your account.
3.2 To access or use the Services, you must be able to form a binding contract with Cultiv8tiv and you must not be prohibited from receiving the Services under any applicable laws. You warrant that you have the ability and continuing authority to form a legally binding contract with us.
3.3 You acknowledge that you have the authority to provide us with the data required to fulfil our Services.
3.4 Cultiv8tiv shall provide the Services with reasonable skill and care.
3.5 Your access to and use of the Services must be in accordance with these T&Cs at all times. If you commit a material breach of these T&Cs, we may suspend or terminate your use of and/or access to the Services in accordance with the remaining provisions of these T&Cs.
3.6 You agree that any Permitted Entity and any other of your group companies who use the Services shall be bound by these T&Cs at all times, you shall procure that they adhere to these T&Cs, and you shall be wholly responsible for all of their acts and omissions.
3.7 You agree that the Data Protection Addendum incorporates all data protection requirements relating to the Services and the Contract, and you and we will comply with its provisions.
- Your Account
4.1 You must provide your full legal name (i.e. company name and number), address for service of any notices, a valid email address and contact details of an authorised representative, and any other information reasonably requested by us in order to complete your Order.
4.2 You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Cultiv8tiv will not be responsible for any loss or damage whatsoever resulting from your failure to comply with this obligation.
- Use and Restrictions
5.1 You may only use the Services in accordance with these T&Cs and only in relation to your own genuine and legitimate pursuit of assessing and improving organisational culture within your organisation and any Permitted Entities. You may not use the Services or run Assessments for or on behalf of any third party.
5.2 You may not use the Services for any illegal or unauthorised purpose, including in any way that violates copyright, privacy or other laws applicable in England and Wales or which are applicable to you.
5.3 You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.
5.4 You may not, without Cultiv8tiv’s prior written permission (including the permissions granted by these T&Cs):
(a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services;
(b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law);
(c) make derivative works of the Services; or
(d) modify another website so as to falsely imply that it is associated with the Services, Cultiv8tiv or any other Cultiv8tiv products or services.
- Content
6.1 Cultiv8tiv and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services. Cultiv8tiv may (but has no obligation to) remove Content and accounts containing Content that Cultiv8tiv determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate.
- Fees and Payment
7.1 You shall pay the Fees in the amounts and at the times set out in the relevant Order and Schedule.
7.2 All Fees are payable in advance. Unless the relevant Schedule states otherwise, we shall not be obliged to start any Custom Development Services, and you may not launch any Assessment, until we have received the Fees due for them in cleared funds.
7.3 Where Fees are payable against invoice, you shall pay each invoice within the payment period stated in the Order or, if none is stated, within 14 days of the date of the invoice.
7.4 Fees are non-refundable except where expressly stated in the Contract or required by law, or otherwise at the sole discretion of Cultiv8tiv.
7.5 All Fees are exclusive of VAT or any equivalent taxes, levies, withholdings or duties imposed by taxation authorities in any other jurisdiction, and you shall be responsible for payment of all such taxes, levies, withholdings or duties in addition to the Fees.
7.6 You must specify the country in which your business is established so that Cultiv8tiv can understand its obligations to any applicable taxation authorities.
7.7 If you fail to pay any amount by its due date, we may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until the date of actual payment, whether before or after judgment.
7.8 If any amount remains unpaid 14 days after we have notified you in writing that it is overdue, we may, without liability to you, suspend your access to the Services (including the ability to launch Assessments and to access Deliverables) until all overdue amounts have been paid. Your obligation to pay the Fees continues during any such suspension.
- Modifications to the Services
8.1 Cultiv8tiv may change the Services or the format or delivery of the Services from time to time and, where reasonable, will endeavour to notify you. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these T&Cs.
8.2 We shall not make any change that materially reduces the core functionality of Services you have paid for (including during the Initial Term or any Renewal Term of a Subscription, or before a purchased One-off Assessment has been run), unless the change is required by law or for security reasons.
- Suspension and Termination
9.1 Cultiv8tiv shall endeavour to provide you with uninterrupted access to the Services; however, from time to time the Services may be suspended without notice or withdrawn due to essential maintenance and/or other extenuating circumstances (in our sole discretion). Cultiv8tiv will try to keep such maintenance to times outside normal business hours in the United Kingdom (being 8.30am to 5.00pm Monday to Friday on a Business Day), but it may not always be able to ensure this.
9.2 Cultiv8tiv may suspend or restrict your access to the Services at any time and without any liability whatsoever for any good and/or valid reason (in our sole discretion), including:
(a) dealing with any actual or suspected security breach, virus or attack;
(b) when required to by any regulatory, judicial, governmental, police or other competent body;
(c) when we suspect any abuse of the Services; and
(d) for any emergency action that a competent supplier would consider reasonable,
and Cultiv8tiv shall endeavour to inform you of any such suspension or restriction as soon as reasonably practicable and shall lift the suspension or restriction as soon as conditions allow.
9.3 Either party may terminate a Contract immediately by giving written notice to the other party if:
(a) the other party commits a material breach of that Contract which is irremediable or (if remediable) is not remedied within 30 days of receiving written notice requiring it to be remedied; or
(b) the other party suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, has an administrator, receiver or liquidator appointed, passes a resolution for winding up (other than for a solvent reorganisation), or suffers any equivalent event in any jurisdiction.
9.4 Without affecting any other right or remedy, we may terminate a Contract immediately by written notice if you fail to pay any amount due under it within 30 days of its due date.
9.5 On expiry or termination of a Contract for any reason:
(a) your right to access and use the Services purchased under that Contract shall cease, subject to any provision of the relevant Schedule allowing an Assessment in progress to be completed;
(b) you shall pay all Fees accrued or due up to the date of expiry or termination, together with any other sums due under the relevant Schedule;
(c) your licence to use Deliverables already provided to you under clause 10.3 shall continue, subject to its terms;
(d) personal data shall be returned or deleted in accordance with the Data Protection Addendum; and
(e) any rights, remedies and obligations that have accrued before expiry or termination shall not be affected, and any provision of the Contract which expressly or by its nature is intended to survive (including clauses 10, 11, 12 and 13) shall continue in force.
9.6 Expiry or termination of one Contract shall not of itself affect any other Contract between you and us.
- Ownership and Licences
10.1 Cultiv8tiv retains all rights, title and interest of any and all nature whatsoever in the intellectual property rights (including but not limited to copyright, trademarks, patents, trade secrets and all other intellectual property rights) in the Services, the Deliverables, any Custom Assessment (even where developed for and paid for by you) and Cultiv8tiv’s Content. You acquire no rights whatsoever to all or any part of the Services except for the limited rights granted by these T&Cs. All rights not expressly granted to you are reserved by Cultiv8tiv absolutely.
10.2 You retain ownership of any materials you provide to us (such as your logos, branding, and any question wording or data you supply). You grant us a non-exclusive, royalty-free licence to use those materials for the purpose of providing the Services to you.
10.3 Subject to payment of the Fees, Cultiv8tiv grants you a non-exclusive, non-transferable, royalty-free licence to use, copy and share the Deliverables for your internal business purposes, including sharing them with your employees, directors, Permitted Entities and professional advisers. This licence continues after the expiry or termination of the Contract.
10.4 Except as permitted by clause 10.3, you agree not to assert or attempt to assert any intellectual property rights in or over the Services and/or our Content, and not to publish or reproduce any part of the Services and/or our Content.
10.5 If you become aware of anyone infringing, about to infringe or attempting to infringe our intellectual property rights, you shall inform us immediately and agree to abide by our reasonable instructions in relation to assisting us in protecting our intellectual property rights.
- Confidentiality
11.1 Each party shall keep confidential all information of a confidential nature disclosed to it by the other party in connection with a Contract (including the terms of any Order Form or Custom Development Quote, the Fees, Cultiv8tiv’s methodologies and instruments, and your Assessment results), and shall not use such information except to perform or receive the benefit of the Contract.
11.2 A party may disclose the other party’s confidential information to its employees, officers, advisers and subcontractors who need to know it for the purposes of the Contract (provided they are bound by equivalent obligations of confidentiality), or as required by law or by any competent regulatory or judicial body.
11.3 This clause 11 does not apply to information that is or becomes public other than through a breach of a Contract, or that was lawfully in the receiving party’s possession before disclosure.
- Disclaimer and Limitation of Liability
12.1 This clause 12 sets out the entire financial liability of the parties (including any liability for the acts or omissions of employees, agents and subcontractors) in respect of:
(a) any breach of a Contract however arising;
(b) any use made by you of the Services and/or the Content; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract.
12.2 Nothing in these T&Cs shall limit or exclude the liability of either party for:
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which cannot be limited or excluded by law.
12.3 Without prejudice to clause 12.2 and clause 12.10, neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit;
(b) loss of goodwill;
(c) loss of business;
(d) loss of business opportunity;
(e) loss of anticipated saving;
(f) loss or corruption of data or information; or
(g) special, indirect or consequential damage suffered by a party that arises under or in connection with a Contract.
12.4 Without prejudice to clause 12.2 and clause 12.10, Cultiv8tiv’s total liability arising under or in connection with a Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total Fees paid by you under that Contract in the 12 months immediately preceding the event giving rise to the claim.
12.5 Without prejudice to clause 12.2, clause 12.7 and clause 12.10, your total liability arising under or in connection with a Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total Fees paid by you under that Contract in the 12 months immediately preceding the event giving rise to the claim.
12.6 Nothing in this clause 12 shall restrict or limit the general obligation at law to mitigate a loss a party may suffer or incur as a result of an event that may give rise to a claim.
12.7 Nothing in this clause 12 shall restrict or limit your obligation to pay the Fees or any other sums due under a Contract, or your liability under the indemnity in clause 13.15.
12.8 For the avoidance of doubt, Cultiv8tiv shall not be liable to you or to any third party for any change to the Services made in accordance with these T&Cs, including notified price changes, or for any suspension or restriction of the Services in accordance with these T&Cs.
12.9 Cultiv8tiv disclaims all responsibility and all liability to you or to any third party (including, without limitation, liability in negligence) for all expenses, losses, damages and costs you might incur as a result of your breach of clause 13.1.
12.10 Neither party may benefit from the limitations and exclusions set out in this clause 12 in respect of any liability arising from its deliberate default.
- General
13.1 When contacting our customer service team you acknowledge and agree that you shall only provide us with personal data of a data subject which you have instructed us to process under the terms of the Data Protection Addendum. You further acknowledge and agree that you shall not transmit any material (including personal data) which is in breach of data protection legislation.
13.2 You understand that Cultiv8tiv uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Services.
13.3 If either party is prevented, hindered or delayed in or from performing any of its obligations under a Contract by a force majeure event (i.e. an event beyond its reasonable control), it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations, and the time for performance shall be extended accordingly. This clause does not apply to your obligation to pay the Fees.
13.4 The failure of either party to exercise or enforce any right or provision of a Contract shall not constitute a waiver of such right or provision. A printed version of a Contract and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Contract to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
13.5 Except as provided in clause 2.5, no variation of a Contract shall be effective unless it is agreed in writing (including by email) by both parties, save that Cultiv8tiv may change the Services in accordance with clause 8 and may change prices in accordance with the relevant Schedule.
13.6 If any of the provisions contained in a Contract are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Contract and such determination shall not affect the remaining provisions contained in it.
13.7 You may not assign a Contract or any of your rights or obligations under it without our prior written consent. Subject to the foregoing, each Contract shall endure to the benefit of and be binding upon you and Cultiv8tiv and our respective successors (including any successor by reason of amalgamation).
13.8 Any notice given to a party under or in connection with a Contract (including any notice of non-renewal of a Subscription) shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
(b) (if notice is to be served by post outside the country from which it is sent) sent by registered airmail; or
(c) sent by email to: (i) Cultiv8tiv: letstalk@cultiv8tiv.com; (ii) you: the email address of your authorised representative stated in the Order, or the email address registered to your account (or such other address as you notify to us in writing).
13.9 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service;
(c) if sent by registered airmail, five days from the date of posting; or
(d) if sent by email, at the time of transmission unless a delivery failure report is received (or, if transmission occurs outside 9.00am to 5.00pm on a Business Day, at 9.00am on the next Business Day).
13.10 Clauses 13.8 and 13.9 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.11 Each Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, in relation to that subject matter. Each party acknowledges and agrees that in entering into a Contract it has not relied on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
13.12 A person who is not a party to a Contract shall not have any rights in or under or in connection with it.
13.13 Nothing in a Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.14 You agree to adhere to our reasonable instructions from time to time in relation to the Services and you further agree to deal with us in good faith at all times in respect of any aspect of the Services and each Contract.
13.15 You agree to indemnify, and keep us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with your breach of data protection legislation or of the Data Protection Addendum, or your infringement of our intellectual property rights.
13.16 An Order Form or Custom Development Quote may be executed in any number of counterparts and signed or accepted electronically, each of which shall constitute an original and all of which together shall constitute one agreement.
13.17 Each Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes and claims).
13.18 The laws of England and Wales apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use.
- Interpretation
14.1 In these T&Cs, the following rules apply:
(a) words in the singular include the plural and vice versa;
(b) reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);
(c) reference to a party includes its personal representatives, successors or permitted assigns;
(d) an obligation not to do something includes an obligation not to allow that thing to be done;
(e) where more than one person gives an obligation, those persons are jointly and severally liable for it;
(f) reference to writing or written includes post and email but not fax;
(g) a reference to a clause is to a clause of the General Terms, and a reference to a paragraph is to a paragraph of the Schedule in which the reference appears unless another Schedule is named; and
(h) clause, paragraph and Schedule headings do not affect the interpretation of these T&Cs, and words following “including” or similar are illustrative and do not limit the preceding words.
Schedule 1: One-off Assessments
- Application
1.1 This Schedule applies to each One-off Assessment, whether ordered through our website (a Website Order) or by Order Form, and including the one-off running of a Custom Assessment. It does not apply to Assessments run under a Subscription.
1.2 Each One-off Assessment entitles you to run one Assessment for up to the maximum number of Participants in the Employee Band you have purchased.
- Fees and payment
2.1 The Fee for a One-off Assessment is:
(a) for a Website Order, the price shown on the Pricing Page for the Employee Band you select at the time of your order; or
(b) for an Order Form, the price stated in the Order Form.
2.2 Fees for One-off Assessments are payable in full in advance. Website Orders must be paid at the point of sale. Fees under an Order Form shall be invoiced when the Order Form is signed. You may not launch a One-off Assessment (and we shall not issue invitations for it) until we have received the Fee for it in cleared funds.
2.3 The Fee for running a Custom Assessment as a One-off Assessment is the price stated in the relevant Custom Development Quote or Order Form or, if none is stated, the price shown on the Pricing Page for the applicable Employee Band. This Fee is separate from, and in addition to, the Custom Development Fees payable under Schedule 3.
- Employee Band
3.1 You must select the Employee Band that covers the number of Participants you intend to invite. If you wish to invite more Participants than your purchased Employee Band allows, you must first pay the difference between the price you paid and the price of the correct Employee Band, in cleared funds, before invitations are issued. We may limit the number of invitations issued to the maximum for the Employee Band you have purchased.
- Duration, lapse and refunds
4.1 You must launch each One-off Assessment (by issuing invitations to Participants) within 12 months of the date on which your Order is accepted. If you do not, the Order shall lapse and no refund shall be given, unless we agree otherwise in writing.
4.2 A Contract for a One-off Assessment is not a subscription and does not renew. It ends when we have provided the Deliverables for that Assessment, or when the Order lapses under paragraph 4.1, subject to the provisions of the General Terms that survive.
4.3 Fees for a One-off Assessment are non-refundable once invitations for that Assessment have been issued. Before that point, any refund is at our sole discretion.
Schedule 2: Subscriptions
- Application and definitions
1.1 This Schedule applies where an Order Form includes a Subscription.
1.2 In this Schedule the following definitions apply:
“Additional Assessment” means an Assessment launched in a Subscription Year after the Assessment Allowance for that Subscription Year has been used, as agreed in accordance with paragraph 3.5.
“Additional Assessment Fee” means the fee for an Additional Assessment stated in the Order Form.
“Assessment Allowance” means the maximum number of Assessments you may launch in each Subscription Year, as stated in the Order Form.
“Employee Allowance” means the maximum number of Participants who may be invited to take part in any single Assessment run under the Subscription, as stated in the Order Form (corresponding to the Employee Band stated in the Order Form).
“Initial Term” means the period of 12 months commencing on the Subscription Start Date.
“Monthly Subscription Fee” means the recurring monthly fee stated in the Order Form, as varied in accordance with the Contract.
“Renewal Term” means each successive period of 12 months for which the Subscription renews under paragraph 2.2.
“Subscription Start Date” means the date stated as such in the Order Form.
“Subscription Year” means the Initial Term and each Renewal Term.
“Term” means the Initial Term together with any Renewal Terms, subject to earlier termination in accordance with the Contract.
- Term and renewal
2.1 The Subscription shall start on the Subscription Start Date and shall continue for the Initial Term unless terminated earlier in accordance with the Contract.
2.2 At the end of the Initial Term, and at the end of each Renewal Term, the Subscription shall automatically renew for a further Renewal Term of 12 months unless either party gives the other written notice of non-renewal not less than 30 days before the end of the Initial Term or the then-current Renewal Term (as applicable). The Subscription shall continue to renew on this basis until notice is given in accordance with this paragraph.
2.3 Any renewal in accordance with paragraph 2.2 shall be at the Fees then being charged to you, unless we give you written notice of a price increase not less than 60 days before the end of the Initial Term or the then-current Renewal Term (as applicable), in which case the increased Fees shall apply from the start of the next Renewal Term. On any renewal, the provisions of the Contract shall continue to apply in all respects.
2.4 You may not terminate the Subscription for convenience during the Initial Term or any Renewal Term. This does not affect either party’s rights under clause 9.3 of the General Terms.
- Assessment Allowance and Employee Allowance
3.1 During the Term, you may launch Assessments whenever you choose, up to the Assessment Allowance in each Subscription Year, provided that each Assessment does not exceed the Employee Allowance.
3.2 An Assessment counts towards the Assessment Allowance on the date that invitations are first issued to Participants for that Assessment, and is counted in the Subscription Year in which it is launched.
3.3 Any part of the Assessment Allowance not used in a Subscription Year shall expire at the end of that Subscription Year. Unused Assessments do not roll over into a later Subscription Year and no refund, credit or reduction in Fees shall be given for them, including on expiry or termination of the Subscription.
3.4 No Assessment run under the Subscription may include more Participants than the Employee Allowance. We may limit the number of invitations issued for an Assessment to the Employee Allowance. You shall notify us promptly if the number of individuals you wish to include in an Assessment exceeds, or is likely to exceed, the Employee Allowance (for example, because your headcount has grown or through an acquisition).
3.5 If you wish to launch Additional Assessments or to exceed the Employee Allowance, you may request this from us. Where we agree:
(a) Additional Assessments shall be charged at the Additional Assessment Fee or, if none is stated in the Order Form, at our then-current price on the Pricing Page for the applicable Employee Band; and
(b) an increase to the Employee Allowance shall be documented in an upgrade Order Form signed by both parties, and the revised Monthly Subscription Fee shall apply from the date stated in it for the remainder of the Term, including any Renewal Terms.
3.6 The Employee Allowance and Assessment Allowance may not be reduced during the Initial Term or any Renewal Term. You may request a change to take effect from the start of the next Renewal Term by giving written notice before the deadline for notice of non-renewal under paragraph 2.2.
3.7 Running a Custom Assessment under the Subscription is included in the Monthly Subscription Fee. Each run of a Custom Assessment counts as one Assessment towards the Assessment Allowance and is subject to the Employee Allowance. The development of a Custom Assessment is not included in the Subscription and is charged separately under Schedule 3.
3.8 If the Subscription expires or is terminated (other than by us under clause 9.3 or clause 9.4 of the General Terms) while an Assessment is in progress, we shall complete that Assessment and provide the Deliverables for it, provided that all Fees due have been paid.
- Subscription fees
4.1 You shall pay the Monthly Subscription Fee monthly in advance for the whole of the Term, starting on the Subscription Start Date, by the payment method stated in the Order Form. Where payment is made against invoice, we shall invoice you monthly in advance.
4.2 You may not launch an Assessment under the Subscription (and we shall not issue invitations for it) unless we have received in cleared funds the Monthly Subscription Fee for the current month and all other Fees then due. The first Assessment may not be launched until the first Monthly Subscription Fee has been received.
4.3 The Initial Term and each Renewal Term are minimum committed periods. Except where the Subscription is terminated by you under clause 9.3 of the General Terms, you shall remain liable for the Monthly Subscription Fee for the whole of the Initial Term and of any Renewal Term that has started, whether or not you use the Assessment Allowance.
4.4 Fees for Additional Assessments shall be invoiced when agreed and must be received in cleared funds before the Additional Assessment is launched. Any increase in the Monthly Subscription Fee resulting from an upgrade shall be payable in advance from the date the upgrade takes effect, and the first increased payment must be received before any Assessment using the increased Employee Allowance is launched.
4.5 If we terminate the Subscription under clause 9.3 or clause 9.4 of the General Terms, all Monthly Subscription Fees that would have been payable for the remainder of the then-current Initial Term or Renewal Term shall become immediately due and payable.
Schedule 3: Custom Assessment Development
- Application
1.1 This Schedule applies where an Order includes Custom Development Services. Custom Development Services may be purchased with or without a Subscription.
1.2 The scope of the Custom Development Services, the Custom Development Fees, the payment terms and any estimated timetable shall be set out in the Custom Development Quote.
- Fees
2.1 Custom Development Fees are separate from, and in addition to, any Subscription fees or One-off Assessment fees. They are not included in any Subscription.
2.2 Custom Development Fees are payable in full in advance. We shall invoice them on acceptance of the Custom Development Quote, and we shall not be obliged to start the Custom Development Services until we have received them in cleared funds. Any estimated timetable in the Custom Development Quote runs from the date of receipt.
2.3 Custom Development Fees are payable whether or not you go on to run the Custom Assessment, and are non-refundable, including on expiry or termination of any Contract.
- Development, changes and acceptance
3.1 You shall provide the information, materials, feedback and approvals we reasonably request for the Custom Development Services in a timely manner. Any timescales in a Custom Development Quote are estimates, and we shall not be liable for any delay caused by your failure to do so.
3.2 Any change to the scope of the Custom Development Services after the Custom Development Quote has been accepted, and any change to a Custom Assessment after it has been accepted, shall be quoted separately and is chargeable in advance on the same basis.
3.3 A Custom Assessment shall be treated as accepted on the earlier of: (a) your written approval of it; and (b) the date on which invitations are first issued to Participants for it.
- Running a Custom Assessment
4.1 Once a Custom Assessment has been accepted, you may run it either:
(a) under a Subscription, in accordance with paragraph 3.7 of Schedule 2, in which case running it is included in the Monthly Subscription Fee and counts towards the Assessment Allowance; or
(b) as a One-off Assessment, in accordance with Schedule 1, in which case the Fee in paragraph 2.3 of Schedule 1 applies to each run.
4.2 Running a Custom Assessment is not included in the Custom Development Fees unless the Custom Development Quote expressly states otherwise.
- Ownership
5.1 In accordance with clause 10.1 of the General Terms, Cultiv8tiv owns all intellectual property rights in each Custom Assessment, and you retain ownership of your own materials in accordance with clause 10.2 of the General Terms.
5.2 We shall not make your confidential information or your materials available to any third party. Subject to that, nothing prevents us from using the general methods, know-how, techniques and experience gained in providing Custom Development Services.