Terms of Business for Booking In-House Learning Programmes

These are the Terms of Business for In-House Learning Programmes (“Terms”) of The Myers-Briggs Company Limited, a company registered in England and Wales (registered number 2218212) whose registered offices are at Elsfield Hall, 15-17 Elsfield Way, Oxford OX2 8EP, UK (The Myers-Briggs Company) and cover the European branch offices of The Myers-Briggs Company Limited (including The Myers-Briggs Company - France, The Myers-Briggs Company - Netherlands and The Myers-Briggs Company - Germany).  When we refer to “The Myers-Briggs Company”, “we”, “us” and “our” we mean The Myers-Briggs Company Limited and our European branch offices, unless otherwise stated.  

If you have questions about any of these Terms, please contact The Myers-Briggs Company's Client Support Team on +44 1865 404610 or +44 1865 404500.

1. Definitions

"Business Day" means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London; 

"Client" means the organisation contracting with The Myers-Briggs Company for the provision of in-house learning programmes as identified in the Terms of Engagement;

"Contract" means the contract formed by the acceptance and return by the Client of the Terms of Engagement, and such contract shall be governed by these Terms and the Terms of Engagement;

"Deliverables" means those items identified as such in the Terms of Engagement (if any) to be provided by The Myers-Briggs Company to the Client in the course of delivering the Services;

"Materials" means The Myers-Briggs Company’s assessment and training materials, including any course materials provided by The Myers-Briggs Company as part of the Services, and Restricted Materials, whether printed materials or recorded on any other medium (such as video, DVD, CD-ROM or other software program);


"The Myers-Briggs Company" means The Myers-Briggs Company Limited together with its European branch offices (including The Myers-Briggs Company - France, The Myers-Briggs Company - Netherlands and The Myers-Briggs Company - Germany);

"The Myers-Briggs Company Terms" means these standard Terms of Business for In-House Learning Programmes;

"Restricted Materials" means any psychometric assessments or materials (including questionnaire booklets, score keys and weights, answer sheets and profile sheets) that, at the time of purchase, are identified as restricted in The Myers-Briggs Company’s current catalogue, in The Myers-Briggs Company's sales literature, on the website or on the tests or materials themselves;

"Services" means the work to be undertaken by The Myers-Briggs Company for the Client as described in the Terms of Engagement;

"Terms of Engagement" means the letter or other statement provided to the Client by The Myers-Briggs Company, incorporating these Terms, which outlines the nature of the Services, the deliverables to be provided, the fees and expenses payable and the time frame for completion of the Services, together with any other terms specific to the engagement with the Client.

2. The Services

2.1 The Myers-Briggs Company will provide the Services to the Client on, and subject to, The Myers-Briggs Company Terms and the Terms of Engagement. The Myers-Briggs Company will not start providing the Services until The Myers-Briggs Company has received written acceptance of the Terms of Engagement by an authorised representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Terms of Engagement, once signed and returned by the Client, shall, together with these Terms, form the contract between The Myers-Briggs Company and the Client.

2.2 In accepting the Terms of Engagement, the Client authorises The Myers-Briggs Company to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials, booking travel and accommodation and booking venues (if required).

2.3 The Myers-Briggs Company shall provide the Services using reasonable skill and care.

2.4 The Myers-Briggs Company shall use its reasonable endeavours to ensure that any description of the design or content of learning programmes is as informative as possible, but it is for the Client to take responsibility, at the time of acceptance of the Terms of Engagement, for deciding whether or not a programme is suitable for their needs and suitable for the needs of individual participants.

2.5 The Client understands and acknowledges that successful completion of qualification programmes requires participants to demonstrate an understanding of underlying principles, and competence in administration and feedback of the instrument(s) concerned.

2.6 Only fee paying delegates are allowed to participate in and/or observe any event or learning programme, including the workshop and associated activities, unless agreed within the Terms of Engagement or otherwise by prior written agreement between Client and The Myers-Briggs Company.

3. Terms of Engagement and Payment

3.1 The fees set out in the Terms of Engagement are based on The Myers-Briggs Company's understanding of the Client's requirements as set out in the Terms of Engagement. The Myers-Briggs Company reserves the right to make additional charges for:

3.1.1 staff time spent as a result of any delays caused in delivery of the Services due to any act or omission of the Client, at the rate specified in the Terms of Engagement;

3.1.2 staff time spent travelling to the venue in excess of two hours in either direction, at the rate specified in the Terms of Engagement;

3.1.3 any services or materials requested in writing by the Client that The Myers-Briggs Company agrees in writing to provide and that are additional to those allowed for in the Terms of Engagement, which shall then become part of the Services.

3.2 The Myers-Briggs Company will also charge the Client for reasonable expenses incurred by The Myers-Briggs Company in the provision of the Services including, where necessary:

3.2.1 travel, accommodation and subsistence (mileage to be charged at 50 pence per mile);

3.2.2 all bought-in goods, services and sub-contracted items referred to in the Terms of Engagement as being necessary and charged for separately from the fees quoted in the Terms of Engagement.

3.3 Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax.

3.4 The Myers-Briggs Company will forward to the Client an invoice for the fees and expenses once the Client has confirmed its acceptance of the Terms of Engagement and a PO must be provided. This invoice is payable by the Client within 28 days of date of invoice. In the event that the acceptance of the Terms of Engagement is received fewer than 28 days before the programme start date, The Myers-Briggs Company will raise an invoice for the full fee which is payable prior to the start of the programme. Clients with a credit account will be invoiced according to their credit terms provided a PO has been provided at the time of order and the fees payable are within the applicable credit limit. The Myers-Briggs Company will also submit invoices in respect of any additional work carried out as referred to in Clause 3.1, and any such invoice is payable within 28 days of date of invoice. Payment or part payment of fees may be made against available credit on a Voucher (see Terms of Business for Use of Vouchers) including, for the avoidance of doubt, where a Voucher has been purchased on credit terms.

3.5 The Myers-Briggs Company reserves the right to charge the Client interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

3.6 Where a refund is due to a Client and such is caused at the fault of the Client, The Myers-Briggs Company reserves the right to deduct any administrative bank/ credit card charges from such refund.  Where the refund is necessitated at the fault of The Myers-Briggs Company, no such deductions shall be made.

4. Cancellation and Postponement

4.1 Unless otherwise specified in the Terms of Engagement, The Myers-Briggs Company reserves the right to charge for programmes cancelled or postponed by the Client at any time after the Terms of Engagement have been signed as follows:

4.1.1 where an event is postponed by the Client, charges will be in accordance with the following schedule (percentages refer to percent of fees relating to the relevant programme) to be paid as a postponement charge:

 

Number of working days before event due to start

 

29 days or more

28 days or fewer

20 days or fewer

postponement charge

10%

25%

50%

4.1.2 where an event is cancelled by the Client, the Client will be charged one hundred percent (100%) of the fees for the programme; 

4.1.3 where the number of delegates booked is reduced by the Client, either the cancellation or postponement charges as determined by The Myers-Briggs Company in accordance with the terms set out herein will be charged.

4.2 Where an event is postponed:

4.2.1 the revised dates must be confirmed in writing within two (2) months of the original programme dates; and 

4.2.2 the rebooked programme must take place within six (6) months of the original programme dates; and

4.2.3 the Client will be liable to pay the applicable percentage of the fees as set forth above at the time of postponing and the balance of the fees will be invoiced and payable in accordance with clause 3 hereof. 

In the event that the Client does not comply with both 4.3.1 and 4.3.2 herein, The Myers-Briggs Company will deem the programme as cancelled and the Client will be charged one hundred percent (100%) of the fees for the programme.

4.3 The Client may only postpone a programme booking a maximum of two (2) times and any further booking alterations will be deemed by The Myers-Briggs Company as a cancellation and the Client will be liable for one hundred percent (100%) of the fees.

4.4 In the event of cancellation following a postponement(s), any postponement charges already paid will be deducted from the programme fees specified in the Terms of Engagement and the Client will pay the balance.

4.5 Where a delegate cancels their attendance at an in-house workshop at any time, no refund is payable.

4.6 Where a delegate transfers from an in-house workshop to a public workshop no refund of fees already paid will be made and the Client will be charged the applicable public workshop delegate fee calculated as follows:

Cancellation and Transfer received by The Myers-Briggs Company  -  Transfer fee payable 

Fewer than seven working days before  - full public delegate fee payable 

Between 7 and 28 working days before  -  50% of the full public delegate fee payable 

More than 28 working days before  -  No additional delegate fee payable, except a transfer charge of £500 (plus VAT)

4.7 Where courses are in two parts (for example, where there is a follow-up day, or where the programme is divided into Part One and Part Two), the date of the second part is linked to a specific first part and therefore:

(i) provided that space is available, transfer to a different date to complete the second part from the one scheduled, may be made, but there will be a charge of five hundred pounds (£500) (plus VAT) payable per delegate each time a delegate transfers. If the second part extends over more than one day, any transfer must be for the whole of the second part, and not just a single day; and 

(ii) the second part must be attended within twelve (12) months of the date on which the transferred booking would have commenced, failing which the entire learning programme would need to be undertaken (namely Part One would need to be re-booked as well as the transferred Part Two).

4.8 For the avoidance of doubt, where an event is postponed, the Client will be liable for the cost of such programme booking as set forth above, in addition to the postponement charge set out in clause 4.1. 

4.9 Where a feedback session (whether scheduled for prior to a workshop or as a stand-alone session) is postponed or cancelled by the participant, The Myers-Briggs Company reserves the right to charge the postponement or cancellation charges set forth above, as applicable, in relation to the costs of such feedback session.

4.10 All reasonable steps will be taken to avoid a cancellation by The Myers-Briggs Company. In the event of cancellation by The Myers-Briggs Company we will work with the client to reschedule the programme at a mutually convenient date.

5. Intellectual Property Rights

5.1 All of The Myers-Briggs Company's products, including all Materials, are protected by intellectual property rights (including trademarks, copyright, patents and design rights) and rights of confidence. Reproduction of these products in whole or in part, in any form, or their storage in a database or retrieval system, by any process, is prohibited except where expressly permitted by law or by licence. Any notice on Materials in respect of intellectual property rights (including copyright and trade mark notices) shall not be removed from such Materials, or obscured or otherwise altered.

5.2 Other than in respect of information that the Client has supplied to The Myers-Briggs Company, The Myers-Briggs Company shall, as between The Myers-Briggs Company and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in all work delivered by The Myers-Briggs Company in the course of provision of the Services in whatever form or media (including, without limitation, the Deliverables) ("Work") unless otherwise indicated in the Terms of Engagement as "Client Materials". 

5.3 If the Client requires The Myers-Briggs Company to incorporate any material into the Work and supplies The Myers-Briggs Company with such material, the Client warrants that:

5.3.1 the proposed use or incorporation of such material will not infringe any third party's intellectual property rights;

5.3.2 where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licences for the proposed use by The Myers-Briggs Company of such materials; and the Client will indemnify and keep The Myers-Briggs Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.

5.4 The Client shall not reproduce, copy, vary or adapt the Materials by any means or in any way whatsoever, or enter or convert the same into any kind of information storage or retrieval system, including but not limited to any form of electronic or computer system, unless otherwise indicated in the Terms of Engagement, or in respect of Client Materials.

5.5 The Myers-Briggs Company is bound by The Myers-Briggs Company's author and distribution contracts to take prompt legal action against anyone who infringes The Myers-Briggs Company's copyrights or its authors' copyrights.

5.6 The Client acknowledges that any trade marks included within Materials are the property of The Myers-Briggs Company, or The Myers-Briggs Company's licensors, and that use of the trade marks by the Client will at all times be in keeping with these Terms of Business, and the Client will seek to maintain their distinctiveness and reputation. The Client shall not use any mark or name confusingly similar to the trade marks in respect of goods similar to the Materials.

6. Sub-contractors

6.1 The Myers-Briggs Company shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.

6.2 If the Client nominates sub-contractors to work with The Myers-Briggs Company in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. The Myers-Briggs Company reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents The Myers-Briggs Company fulfilling its obligations under the Terms of Engagement and these Terms.

7. Client's obligations

7.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with The Myers-Briggs Company and cause no delay.

7.2 Whilst The Myers-Briggs Company's employees or sub-contractors are working on the Client's premises, the Client will ensure the health and safety of those people. The Client will indemnify The Myers-Briggs Company and keep The Myers-Briggs Company indemnified against all losses, damages and expenses incurred or suffered by The Myers-Briggs Company in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client's premises.

7.3 Clients will not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly, offer employment or assignments to any of The Myers-Briggs Company's employees or sub-contractors or solicit or procure their employment by any other company, organisation or individual with which the Client is connected.

7.4 All Clients shall be required, in using The Myers-Briggs Company's Services to verify any local requirements and/or restrictions on using psychometric tests in general and the Restricted Materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body. Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of Materials or Restricted Materials within a particular jurisdiction, it shall be the responsibility of the Client to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any Client uses Materials or Restricted Materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such Client shall be solely responsible and liable for such use and shall hold harmless and indemnify The Myers-Briggs Company in respect of any loss or claim by a third party against The Myers-Briggs Company arising from such. Further, in the event that a Client has failed to ensure that any of The Myers-Briggs Company's materials may be legitimately used within a particular jurisdiction and subsequently purchases Materials and/or Restricted Materials for use in that jurisdiction, such Client shall be liable for the costs thereof and The Myers-Briggs Company shall bear no responsibility or liability for return of such Materials and Restricted Materials or the reimbursement of any associated costs.

8. Confidentiality

8.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as 'confidential' or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

8.2 The provisions of this clause 8 shall not apply to any information disclosed by a party ("Disclosing Party") that:

8.2.1 is in, or comes into, the public domain (except as a result of a breach of these Terms);

8.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party;

8.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;

8.2.4 is required by law to be disclosed by the Disclosing Party.

8.3 The Terms of Engagement shall be treated as confidential information for the purposes of this clause 8.

9. Data Protection and Privacy

9.1 The Myers-Briggs Company is committed to protecting and respecting Client’s and other users’ privacy and to acting in compliance with GDPR (the General Data Protection Regulation (EU) 2016/ 679) and any applicable enacting, successor or amending legislation. You should read our Data Protection Statement and our Privacy Policy as they will help you understand how we collect, use, store and otherwise process your personal data and other information. 

9.2 Client agrees to be bound by the Data Protection Terms as set forth in the Schedule attached hereto, unless otherwise agreed in writing between The Myers-Briggs Company and the Client.

10. Term and termination

10.1 The Contract will commence on the date that The Myers-Briggs Company receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 10.2 and 10.3.

10.2 Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:

10.2.1 is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within seven (7) days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or

10.2.2 enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action.

10.3 The Myers-Briggs Company may terminate provision of the Services at any time if it has given the Client three months' notice in writing.

10.4 On termination, The Myers-Briggs Company will be entitled to all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by The Myers-Briggs Company pursuant to Clause 10.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge as specified in Clause 4.1, if applicable.

10.5 On termination, each party shall immediately return all property of the other party in its custody, possession or control.

10.6 Clauses 1, 4, 5, 7.3, 8, 9, 11, and 15 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.

11. Warranty and liability

11.1 In the event of damage to tangible physical property where it is established that such damage to property has arisen as a direct result of the negligence of The Myers-Briggs Company employees or sub-contractors while providing the Services, The Myers-Briggs Company's liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.

11.2 Nothing in these Terms shall exclude or limit The Myers-Briggs Company's liability for death or personal injury caused by The Myers-Briggs Company's negligence, nor for fraud on The Myers-Briggs Company's part, nor for any liability that cannot be excluded by law.

11.3 Subject to Clauses 11.1, 11.2 and 11.4, The Myers-Briggs Company's liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to The Myers-Briggs Company for such Services.

11.4 The Myers-Briggs Company will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management or employee time of the Client.

11.5 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.

12. Force majeure

The Myers-Briggs Company has no liability to the Client if The Myers-Briggs Company is unable to provide all or a part of the Services in accordance with the Terms of Engagement or otherwise as a result of circumstances beyond The Myers-Briggs Company's reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.

13. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

14. Rights of third parties

Nothing in these Terms or the Terms or Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these Terms.

15. Governing law and jurisdiction

These Terms and the Terms of Engagement are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

16. Entire agreement

16.1 These Terms together with the Terms of Engagement constitute the entire agreement between The Myers-Briggs Company and the Client in relation to the Services, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms requested by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of The Myers-Briggs Company and the Client.

16.2 If there is any conflict between these Terms and the Terms of Engagement, these Terms will prevail.

16.3 The Myers-Briggs Company reserves the right to change these Terms at any time without prior notice to you, so please check them regularly. These Terms were revised in May 2018.

17. Notices

17.1 Any notice permitted or required under these Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail post to The Myers-Briggs Company at its usual address and, in the case of the Client, to the last known or usual address. Any notice personally delivered shall be deemed to have been received at the time of delivery. Any notice sent by post shall be deemed to have been delivered three Business Days after posting in the case of inter-UK communications, or five Business Days otherwise.

17.2 In cases where the Terms of Engagement specify nominated representatives of the parties, all notices shall be addressed to such representatives.

18. Further information

If you wish to raise any query, please contact info.eu@themyersbriggs.com or call our Client Services on + 44 1865 404610.

The Myers-Briggs Company Limited
Elsfield Hall
15-17 Elsfield Way
Oxford
OX2 8EP

Registered in England and Wales
Company Number 2218212

 


SCHEDULE

Data Processing Terms (DP Terms)

These DP Terms govern data processing by The Myers-Briggs Company for and on behalf of Client in relation to the goods and/or services received by Client from The Myers-Briggs Company.
These DP Terms are supplemental to The Myers-Briggs Company Terms to which these DP Terms are supplemental, and together form the contract between the Parties.

1. Background
1.1 The Myers-Briggs Company provides goods and/or services to Client which may involve the processing of personal data by The Myers-Briggs Company on behalf of Client as part of the provision of services to Client in the field of business psychology (“Services”), including personal data relating to Client, its personnel and where applicable, its Clients or other individuals with whom Client deals in the course of its business as relevant to the Services (“Relevant Data Subjects”). Further information on the subject matter, nature, purpose and duration of processing in relation to our provision of goods and services is set out from time to time in our Privacy Policy at https://eu.themyersbriggs.com/en/About/Privacy-Policy

2. Description of processing
The processing to be carried out by The Myers-Briggs Company is as follows:
2.1 the subject matter of the processing is as described in clause 1.1 above and the duration of the processing will be throughout the period within which The Myers-Briggs Company performs Services;
2.2 the nature of the processing is as described in clause 1.1 above and the purpose of the processing is to enable The Myers-Briggs Company to perform Services to the Client;
2.3 the personal data to be processed will be any personal data of Relevant Data Subjects provided in order to enable or facilitate the provision of Services by The Myers-Briggs Company as described in clause 1.1 above, and the categories of data subjects are Relevant Data Subjects; and
2.4 the obligations and rights of the data controller in relation to the processing are set out below.

3. Compliance with the Data Protection Regulations
3.1 Each of Client and The Myers-Briggs Company warrant and represent that it will comply with (and shall ensure that its staff and/or subcontractors comply) with the Data Protection Regulations in processing personal data in connection with the Services.

4. Relationship and roles of the parties
4.1 In relation to the processing of personal data in connection with Services, the parties acknowledge and agree that:

      • 4.4.1 Client is the data controller; and
      • 4.1.2 The Myers-Briggs Company is the data processor.

The Myers-Briggs Company agrees that it will process the personal data in accordance with these DP Terms.

5. Responsible individuals and enquiries
5.1 Client and The Myers-Briggs Company will each notify the other from time to time of the individual within its organisation authorised to respond to enquiries regarding the personal data and the processing which is the subject of these DP Terms. Client and The Myers-Briggs Company shall each deal promptly and reasonably with all such enquiries.
5.2 In respect of The Myers-Briggs Company, the individual authorised to respond to such enquiries is The Myers-Briggs Company DPO together with other members of The Myers-Briggs Company Data Protection Team. Any enquiries should be addressed to dpo@themyersbriggs.com

6. Processing of personal data by The Myers-Briggs Company
In relation to the processing of personal data in connection with the Services, The Myers-Briggs Company shall:
6.1 process the personal data (including when making an international transfer of the personal data) only for the purpose of and to the extent necessary for provision of the Services and then only in accordance with:

  • 6.1.1 these DP Terms; and
  • 6.1.2 Client's written instructions from time to time,

unless otherwise required by law. Where The Myers-Briggs Company is required by law to process the personal data otherwise than as provided by these DP Terms, it will notify Client before carrying out the processing concerned (unless the law also prevents The Myers-Briggs Company from doing so for reasons of important public interest);
6.2 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed under these DP Terms, as set forth in the Appendix;
6.3 take all reasonable steps to ensure that only authorised personnel have access to the personal data and that any persons whom it authorises to have access to the personal data will respect and maintain all due confidentiality in relation to the personal data (including by means of an appropriate contractual duty of confidentiality where the persons concerned are not already under such a duty under the law);
6.4 not engage any sub-processors in the performance of the Services without the prior written consent of Client and otherwise in accordance with clause 8 at all times;
6.5 not do, or omit to do, anything, which would cause Client to be in breach of its obligations under the Data Protection Regulations;
6.6 immediately notify Client if, in The Myers-Briggs Company's opinion, any instruction given to The Myers-Briggs Company infringes the Data Protection Regulations;
6.7 where applicable in respect of any personal data processed in relation to the Services, co-operate with and assist Client in ensuring compliance with:

  • 6.7.1 Client's  obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Chapter III of the GDPR, including by notifying Client of any written subject access requests The Myers-Briggs Company receives relating to Client's obligations under the Data Protection Regulations; and
  • 6.7.2 Client's obligations under Articles 32 – 36 of the GDPR to:
    • (a) ensure the security of the processing;
    • (b) notify the relevant supervisory authority, and any data subject(s), where relevant, of any breaches relating to personal data;
    • (c) carry out any data protection impact assessments (each a "DPIA") of the impact of the processing on the protection of personal data; and
    • (d) consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by Client to mitigate the risk.

6.8 provide assistance where reasonably required by Client in relation to the fulfilment of Client’s obligations to co-operate with the relevant supervisory authority under Article 31 of the GDPR.

7. Sub-processors
7.1 The Myers-Briggs Company will ensure that any sub-processor it engages to provide any services on its behalf in connection with the Services does so only on the basis of a written contract which imposes on such sub-processor terms equivalent to those imposed on The Myers-Briggs Company under these DP Terms or such other alternative terms as may be agreed with Client (the "Relevant Terms"). The Myers-Briggs Company shall procure the performance by the sub-processor of the Relevant Terms and shall be directly liable to Client for:

  • 7.1.1 any breach by the sub-processor of any of the Relevant Terms;
  • 7.1.2 any act or omission of the sub-processor which causes:
    • 7.1.2.1 The Myers-Briggs Company to be in breach of these DP Terms; or
    • 7.1.2.2 Client or The Myers-Briggs Company to be in breach of the Data Protection Regulations.

7.2 Where Client has given a general authorisation to The Myers-Briggs Company to engage sub-processors, then prior to engaging a new sub-processor under the general authorisation The Myers-Briggs Company will notify Client of any changes that are made that would affect that general authorisation and give Client an opportunity to object to them.
7.3 Notwithstanding clauses 7.1 and 7.2, it is agreed that The Myers-Briggs Company shall be permitted to transfer personal data to such sub-processors as are set forth in the List of Third Parties and Transfers ex-EEA.

8. Monitoring of The Myers-Briggs Company's performance
8.1 Client is entitled to monitor and audit The Myers-Briggs Company's compliance with the Data Protection Regulations and its obligations in relation to data processing in connection with the Services at any time during normal business hours. The Myers-Briggs Company agrees to provide Client promptly with all access, assistance and information that is reasonably necessary to enable the monitoring and audits concerned. If Client believes that an on-site audit is necessary, The Myers-Briggs Company agrees to give Client reasonable access to its premises (subject to any reasonable confidentiality and security measures), and to any stored personal data and data processing programs it has on-site. Client is entitled to have the audit carried out by a third party.

9. Transfers outside the EEA and to third parties
9.1 We may transfer personal data outside the EEA and to any third party located outside the EEA (including to our parent company, The Myers-Briggs Company, in the US) where we are permitted to do so for that transfer under Articles 44 to 49 of the GDPR. For the purposes hereof, it is agreed that The Myers-Briggs Company shall be permitted to transfer personal data outside the EEA and to such third parties located outside the EEA as set forth in the List of Third Parties and Transfers ex-EEA, provided the appropriate safeguard mechanisms remain in place.

10. Completion of Services
10.1 Upon completion of the Services, The Myers-Briggs Company will at Client's discretion, on receipt of  Client’s instruction, delete or return to Client, all personal data (including copies) processed in connection with the Services, except to the extent that The Myers-Briggs Company is required by law to retain any copies of the personal data and save to the extent that The Myers-Briggs Company receives instructions to the contrary from any Client Data Subject).

11. Governing Law
11.1 These DP Terms shall be governed by the laws of England and Wales and the courts of London, England shall have exclusive jurisdiction.

Definitions
12.1 For the purposes of these DP Terms, defined terms used are as follows:

Data Protection
Regulations

means all laws applicable to any personal data processed under or in connection with the Contract, including:

  • the Data Protection Directive 95/46/EC (as the same may be superseded by the GDPR);
  • the Privacy and Electronic Communications Directive 2002/58/EC;
  • the GDPR, once it comes into effect;
  • the Data Protection Act 1998 and all other national legislation implementing or supplementing any of the foregoing; and
  • all associated codes of practice and other binding guidance issued by any Regulator;

all as amended, re-enacted and/or replaced and in force from time to time;

 

 

GDPR

means the General Data Protection Regulation (EU) 2016/679; and

 

 

Services

means any goods and/or services provided to Client under The Myers-Briggs Company Terms of Business.

The terms personal data; data controller; data processor; processing; and supervisory authority used in these DP Terms shall have the meaning given in the Data Protection Regulations.

 

 

APPENDIX
The Myers-Briggs Company Technical and Organisational Measures
Key Controls

1.1 The Myers-Briggs Company’s Information Security Management System and Data Protection systems detail:

  • Policy;
  • Governance;
  • Process and procedures;
  • Roles and responsibilities;
  • Assurance process;
  • Risk assessment process including DPIAs; and
  • Improvement plans.


1.2 The Myers-Briggs Company’s Physical Security measures include:

  • The fitting of appropriate locks and other physical controls to the doors and windows of rooms where computers are kept, including swipecard entry;
  • Physically securing unattended lap tops (eg by locking them in a secure drawer or cupboard);
  • Ensuring control of and security of all removable media, such as removable hard-drives, CDs, floppy disks and USB drives, attached to business-critical assets;
  • Destroying or removing all business-critical information from media such as CDs, and floppy disks before disposing of them;
  • Ensuring that all business-critical information is removed from the hard drives of any used computers before disposing of them; and
  • Storing back-ups of business-critical information off-site and/ or in a fire and water-proof container.


1.3 The Myers-Briggs Company’s Access Controls measures include:

  • Using unique passwords, that are not obvious and change them regularly;
  • Using complex password policies;
  • Ensuring that employees understand good password security; and
  • Auditing unauthorised logins.


1.4 The Myers-Briggs Company’s Security and Privacy Technologies include:

  • Ensuring that all computers used have anti-virus software installed, and the virus definitions are updated at least once a week. All incoming and outgoing traffic is scanned for viruses, as are any disk or CD that is used, even where from a ‘trusted’ source. At least once a month, computers are scanned for viruses.

1.5 The Myers-Briggs Company’s awareness, training and security checks in relation to personnel include:

  • Performing integrity checks on all new employees to ensure that they have not lied about their background, experience or qualifications;
  • Giving all new employees a simple introduction to information security, and ensuring that they have read and understand The Myers-Briggs Company’s Information Security Policy and Data Protection Policy;
  • Ensuring employees know where to find details of the Information Security standards and procedures relevant to their role and responsibilities;
  • Ensuring that employees have access only to the information assets they need to do their jobs. If employees change jobs, we ensure that they do not retain access to the assets they needed for their old job. When dismissing employees, we ensure that they do not take with them any business-critical information;
  • Ensuring that no ex-employees have access rights to The Myers-Briggs Company systems; and
  • Ensuring employees know about the common methods that can be used to compromise systems.


1.6 The Myers-Briggs Company’s Incident/Response Management/Business Continuity include:

  • Ensuring that employees understand what is meant by a Security Incident, being any event that can damage or compromise the confidentiality, integrity or availability of your business–critical information or systems;
  • Ensuring that employees are trained to recognise the signs of Security Incidents;
  • Ensuring that employees receive training on the need to notify anything which may be a sign of a Security Incident and are kept informed as to the identity of the person to whom such notifications should be made;
  • Ensuring that if a Security Incident occurs, employees know who to contact and how;
  • Having in place a Business Continuity Plan to assure business continuity in the event of a serious Security Incident. The Plan specifies:
    • Designated people involved in the response;
    • External contacts, including law enforcement, fire and possibly technical experts;
    • Contingency plans for foreseeable incidents such as:
      • Power loss;
      • Natural disasters and serious accidents;
      • Data compromise;
      • No access to premises;
      • Loss of essential employees;
      • Equipment failure;
      •  
      • Ensuring that the Business Continuity Plan is issued to all required employees and is tested at least once a year, regardless of whether there has been a Security Incident; and
      • After every incident when the Business Continuity Plan is used, and after every test, re-examining and updating, where necessary, the Business Continuity Plan using the lessons learned.


      1.7 The Myers-Briggs Company’s Audit Controls/Due Diligence include:

      Ensuring that appropriate security audit arrangements are in place including:

      • Auditing of who has access to its systems;
      • Logging of such access to the systems; and
      • Auditing of compliance with security procedures.