THE CRITICAL DIALOGUE TERMS OF BUSINESS
General conditions of delivery and payment of The Critical Dialogue, a sole proprietorship firm registered under the Telangana State S&E Act 1988, having its office at Plot 27, 1-4-190/27/1/A, Phase-I, Bhaskara Rao Nagar, Sainikpuri P.O Secunderabad – 500 094, hereinafter referred to as “The Critical Dialogue”
These Conditions apply to all our offers, contracts and the performance thereof, unless otherwise agreed with you in writing. Your conditions shall apply insofar as they do not conflict with our Conditions. In the event of conflict between the two sets of conditions, our Conditions shall prevail.
Parties: you and The Critical Dialogue.
Customer: any (legal) person who has made or wishes to make a contract with our Customer and his representative(s) and legal successor(s), hereafter referred to as you, your. HrmForce will hereafter be referred to as we, us, our.
Offer: any offer presented in writing upon your request.
Order confirmation: the written document in which the contract is laid down.
Contract: the signed order confirmation.
Force majeure: any circumstance beyond our control or any unforeseeable circumstance, whereby it would no longer be reasonable to demand performance of the contract by us or by you.
1.1 All our offers, in whatever form, are without commitment and are effective for one month, unless explicitly otherwise stated. Any budgets, plans or other documents which a The Critical Dialogue Customer offers, will remain our property. They may not be reproduced or disclosed to third parties without our consent. Sending offers and/or documentation does not impose an obligation on us to accept an order.
1.2 No costs are connected with drafting an offer. If it is foreseeable that the drafting of an offer will take more than 4 hours, after prior consultation with you, costs may be charged.
2.1 A contract will have been made with us after we have accepted an order in writing. The date of signing is decisive in this respect. The order confirmation is deemed to accurately and fully set out the contract. Any subsequent additional agreements or changes are only binding if they have been agreed in writing.
2.2 For transactions for which, by their nature and scope, no offer or order confirmation is sent, the invoice is deemed to set out the contract accurately and in full, subject to written complaints within 8 working days after the invoice date.
2.3 We make all contracts subject to the suspensive condition that you, to be evaluated by us (when desired), are sufficiently creditworthy for the performance of the monetary obligations of the contract.
We are entitled upon or after the making of the contract, before effecting (further) performance, to demand security from you to ensure that the payment and all other obligations will be met.
2.4 You are bound to furnish us in due time with all information and documents which are necessary for the correct performance of the contract.
2.5 As an interested party you are under an obligation to inspect our products and services for inaccuracies and to report such to us.
2.6 Invoicing starts directly after signing contract. Licenses are on an annual basis, for an indefinite period of time and will be automatically renewed with a cancellation period of 2 months before end/renewal date. Additional work will only be charged in consultation and after written approval from the client.
Unless otherwise stated, our prices are exclusive of GST or any other statutory taxes as applicable and are set out in INR – Indian rupee and are exclusive of the costs of special shipments. You will be given two months’ notice of any price changes. Inflation correction will be implemented annually. Should legislation, jurisprudence, an (inter) national or regional tax authority adjust tax rates (with retroactive effect), the possible subsequent claim will be charged to the customer.
It is not possible to cancel psychometric instruments and other online assessments/services after they are sent out. 100% will be charged. Rescheduling prior to sending out the questionnaires/assessments/services is free.
|Services including workshops, consultancy, assessments and development centers||Cancel appointment||Rescheduling|
|10 to 6 working days before||50%||50%|
|5 to 2 working days before||75%||75%|
|A day before or the day itself||100%||100%|
|20 to 11 working days before||50%||50%|
|10 to 6 working days before||100%||100%|
|5 working days before||100%||100%|
5. DELIVERY AND TRANSPORT
The method of transport, shipment, and the like will be determined on the basis of the usual commercial norms and customs unless otherwise agreed with you. You will bear the risk of transport, including misconduct/negligence of the transporter.
6. FORCE MAJEURE
6.1 If in our opinion the force majeure will be of a temporary nature, we have the right to suspend performance of the contract until the circumstance causing the force majeure has ceased.
6.2 If in our opinion the force majeure situation is of a permanent nature, the parties can make an arrangement regarding the dissolution of the contract and the related consequences.
6.3 We are entitled to demand payment for the goods delivered and/or work executed in respect of the performance of the relevant contract before the circumstance causing force majeure arose.
6.4 The party who believes it is or will be subject to force majeure, must immediately inform the other party thereof in writing.
7. INTELLECTUAL PROPERTY
7.1 All industrial and intellectual property rights to which our products and services are subject, including patent rights, design and trademark rights, copyrights and neighbouring rights, database rights and chip rights, shall remain our property. On conditions to be agreed in writing, we will grant you rights in this respect.
7.2 You guarantee to us that the use of information or other materials provided by you will not cause us to act contrary to statutory regulations or to infringe protected rights of third parties. Furthermore, you indemnify us against all direct and indirect consequences of claims which third parties could bring against us in respect of breach of this guarantee.
8.1 We exclude any liability insofar as such has not been made subject to mandatory regulation by law.
8.2 Our liability shall never exceed the total amount of the relevant order.
8.3 Subject to the general legal rules of public order and good faith, we are not bound to pay any compensation of damage, of any nature whatsoever, direct or indirect, including trading loss, to real or personal property, or to persons, either in respect of the other party or in respect of third parties.
8.4 In any event, we are not liable for damage which arose or was caused by the (improper) use of the goods delivered or by the unsuitability thereof for the purpose for which you acquired it.
8.5 If as a result of force majeure we have to deviate from the agreed dates or times, we do not accept any liability for any damage ensuing there from, such as travel costs and hours not worked.
9.1 We will take complaints into consideration if they reach us in writing within 8 working days after effecting of the relevant performance. This also applies for complaints on invoices. After the expiry of this term you will be deemed to have approved the goods delivered or the invoice respectively.
9.2 If we hold the complaint to be well-founded, we are only obliged to effect the agreed performance.
9.3 If the complaint is held to be well-founded, this will suspend your payment obligation until the time when the complaint has been dealt with.
10. RETENTION OF TITLE AND PAYMENT
10.1 Delivered goods remain our property until the time when you have paid for all our deliveries and work – effected in accordance with the contract – or deliveries and work still to be effected, including interest and costs.
10.2 In the event of a moratorium on payment, bankruptcy, suspension of payment, cessation or transfer of your business, or death if you are a natural person, we are entitled to cancel the order, without notice of default or judicial intervention, in whole or in part and to the return of the goods not yet paid for. Cancellation and retrieval of goods by us does not affect our right to compensation for loss or damage. In such cases, any claim we have on you will be immediately payable in full.
10.3 Unless otherwise agreed in writing, payment must be effected within 14 days after the invoice date, by means of deposit on or transfer to a bank account designated by us.
10.4 The statutory interest shall be owed overpayments still owing one month after the invoice date, as of the date one month after the invoice date. Both judicial and extrajudicial collection costs incurred in connection with late payment are at your expense. The extrajudicial costs are fixed at 15% of the invoice amount.
11. USE OF THE SERVICES
11.1 The Services and The Critical Dialogue constituents Product(s) have been professionally developed solely to determine personality characteristics and/or competencies that are not medical or psychological in nature and can be used only as one of many components of an overall evaluation of candidates and the selection for hire, promotion, and transfer. The services and The Critical Dialogue and its constituents Product(s) were not originated or developed to derive a medical or psychological opinion or diagnosis.
11.2 Customer agrees and acknowledges that it remains solely responsible for the application and use of the services and The Critical Dialogue Product(s), including, without limitation: use of the services and The Critical Dialogue Product(s) in accordance with The Critical Dialogue User Manual and training, as part of a proper and ethical HR process, determining that use of the services and The Critical Dialogue Product(s) serve a business purpose with respect to assessing a candidate or group thereof; ensuring the services and The Critical Dialogue Product(s) correspond to applicable job criteria; validating the use and application of the services and The Critical Dialogue Product(s); uniformly administering the services and The Critical Dialogue and its constituents Product(s) in a non-discriminatory manner.
11.3 Notwithstanding anything herein to the contrary, The Critical Dialogue, makes no representation or warranty as to the accuracy or completeness of the data collected or any assessment generated in connection with the services or The Critical Dialogue Product(s), or through the use and operation of the services and The Critical Dialogue Product(s).
11.4 To the extent The Critical Dialogue Product(s) are modified or adapted at the request of the customer and such modification or adaptation request is agreed to by The Critical Dialogue, such modification or adaptation will be done solely in reliance on information provided by the customer. The Critical Dialogue does not warrant that the services and The Critical Dialogue Product(s) will meet the customer’s specific requirements or that the application of the services and The Critical Dialogue’s Product(s) will be uninterrupted or error-free, or that any errors or deficiencies can be corrected.
11.5 The Critical Dialogue is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
11.6 The Critical Dialogue is entitled to change, add and remove content, look & feel, and structure of questionnaires and solutions during the contract.
11.7 The warranties set forth in this agreement and The Critical Dialogue ’ liability hereunder are expressly conditioned upon the customer’s proper use and supervision of the services and The Critical Dialogue Product(s) and the customer’s compliance with all applicable laws, rules, and regulations, and all provisions of this agreement.
11.8 A fair use policy applies. The unrestricted use and related license of TheCriticalDialogue.com are based, among other things, on the size of the current workforce, the expected growth of the workforce, and the number of applicants per position. Based on the related assumptions about the volumes to be processed, The Critical Dialogue monitors the use of the application on a daily basis, and The Critical Dialogue reserves the right to close the application in the event of unauthorized use.
11.9 Upgrades and updates of online tools, questionnaires, solutions, or new languages are added to thecriticaldialogue.com and made available in consultation with additional costs.
12. DATA PROTECTION
12.1 Both parties shall at all times comply with all applicable laws and regulations in relation to the collection, processing, use, and storage of Personal Data.
12.2 Where a customer resides within the European Economic Area (“EEA“), the customer agrees that The Critical Dialogue may transfer Personal Data outside the EEA to the facilities of The Critical Dialogue in order to provide customer with the Products or Services. This may include processing Personal Data in countries in which data protection laws do not provide the same level of protection as those within the EEA. Where customer resides outside the EEA, customer agrees that The Critical Dialogue may transfer Personal Data to the facilities of The Critical Dialogue in order to provide customer with the Products or Services. At all times, The Critical Dialogue will take appropriate steps to protect Personal Data in accordance with these Terms and all data protection laws applicable to the Data Processor.
12.3 Customer is the Data Controller of Personal Data. “Data Controller” means a person/entity who determines the purposes for which and the manner in which any Personal Data is, or is to be, processed (collected, used, amended, retained, destroyed, etc.). shall act as the Data Processor with respect to the Personal Data. “Data Processor” means a person/entity (other than an employee of the Data Controller) that processes Personal Data on behalf of the Data Controller. As the Data Processor, The Critical Dialogue shall: (i) process Personal Data in accordance with customer’s reasonable instructions or otherwise as permitted under these Terms, and (ii) implement appropriate administrative, technical, and physical security controls to protect Personal Data from unauthorized access, use, or disclosure, unauthorized modification, or unlawful destruction or accidental loss. The Critical Dialogue shall cooperate with any customer request for Personal Data provided by or through the customer to The Critical Dialogue, as applicable, provided that such request does not violate Section 12.2.
12.4 The Critical Dialogue may disclose Personal Data to Third Parties (as defined below) in the following limited circumstances: (i) if The Critical Dialogue or buys or sells any business assets (this does not include any marketing lists or for any marketing purposes), (ii) if The Critical Dialogue contracts with Third Parties to perform or provide certain services on behalf of The Critical Dialogue or one of its Affiliates, or (iii) if The Critical Dialogue is under a duty to disclose or share Personal Data to comply with any legal obligation. The Critical Dialogue or its applicable Affiliate shall contractually require any buyer of The Critical Dialogue assets that include Personal Data, or any Third Party performing services on The Critical Dialogue behalf, to provide the same level of protection for Personal Data required in these Terms and under any applicable data protection laws. For purposes of this section, “Third Party” means any person or entity other than Customer, The Critical Dialogue, the Data Controller or the Data Processor or other person authorized to process data for the Data Controller.
12.5 The Critical Dialogue shall notify customer of any unauthorized access to or misuse of Personal Data (a “Data Breach“) as soon as reasonably possible after discovery of the Data Breach. The Critical Dialogue shall not notify any Third Parties of the involvement of the customer’s Personal Data in the Data Breach, without the customer’s prior permission. The Critical Dialogue shall immediately investigate and take appropriate remedial actions to mitigate the effects of the Data Breach. Such investigation and remediation activities shall be in accordance with applicable laws, regulations, industry standards, and industry best practices. Upon request, The Critical Dialogue shall provide customer with a summary report of its investigation and remediation activities.
13. USE OF THE SERVICES AND PRODUCTS IN THE UNITED STATES OF AMERICA (“UNITED STATES”)
The provisions of this article are applicable solely with respect to the use of The Critical Dialogue Product(s) and services within the United States and are in addition to, and not in replacement of, the terms and conditions set forth in the primary contract, and the schedules and attachments thereto (collectively, the “contract”). Capitalized terms used herein but not otherwise defined shall have the meanings attributed to such terms in this contract. Customer hereby agrees to the following terms and conditions in respect of its use within the United States.
13.1 In addition to and not in limitation of the right of The Critical Dialogue to use and hold data collected by The Critical Dialogue and its partners in connection with customer’s use of The Critical Dialogue Products, the customer shall provide The Critical Dialogue with copies of any data collected or surveys conducted by the customer (whether for internal purposes, as a matter of law or regulation, or for or on behalf of third parties) with respect to the use and application of The Critical Dialogue Products and services, including, without limitation, with respect to the race, color, religion, sex, or national origin of any employees or applicants using The Critical Dialogue Products and services, and/or any such employee(s) or applicant(s) to whom the customer extends offers of employment or advancement.
13.2 The customer must always maintain possession and control of The Critical Dialogue Product materials. The customer agrees and acknowledges that The Critical Dialogue in no way controls or supervises the customer in its use of The Critical Dialogue Products or services, or the evaluation and selection of applicants and employees by the customer, and that the customer will be solely responsible for complying with all United States federal and state laws and regulations applicable to psychological personality testing and other methods of evaluation of employees and applicants, including, without limitation, the American with Disabilities Act, Title VII of the Civil Rights Act of 1964, or state data protection and privacy laws and its own security, confidentiality and privacy statements. The customer warrants that it will not use The Critical Dialogue Products and services in any manner which would constitute unlawful discrimination or be improper in any other way.
13.3 The customer acknowledges that The Critical Dialogue Products and services have not been validated by The Critical Dialogue under the laws and regulations applicable to similar products and services in the United States market.
14. DISPUTES AND APPLICABLE LAW
14.1 All disputes ensuing from this contract and/or contracts based hereon shall be adjudicated by the competent court in India.
14.2 All our offers, contracts, and the performance thereof are exclusively covered by Indian law.
15. THE CRITICAL DIALOGUE COMMUNITY TERMS AND CONDITIONS
Rules of Conduct
The purpose of the Community is to voluntarily exchange information about TCD and its products and services. You expressly agree not to use any part of the Community to:
- post content that is unlawful, malicious, misleading, defamatory, harmful, threatening, abusive, harassing, vulgar, obscene, libelous, objectionable, inappropriate, improper, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- impersonate any person or entity, including, but not limited to, TCD or an an TCD employee, or falsely state or otherwise misrepresent your affiliation with any person, group or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content submitted to any part of the Community;
- post any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- post any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights or rights of publicity or privacy rights of any third party;
- post any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- act illegally or unethically or use for any illegal or unethical purposes;
- intentionally or unintentionally violate any applicable local, state, national or international law, rule, regulation or policy, including, but not limited to, regulations promulgated by the INDIAN Securities and Exchange Board of India or any rules of any national or other securities exchange, including, without limitation, any stock exchanges of any country and any regulations having the force of law; or
- collect or store personal data about other users.
You are solely responsible for the content of your computer and any transmissions you make when using the Community.
Posts on any part of the Community may be edited, moved, deleted or removed at any time and for any reason or no reason and without notice by any TCD employee or representative. TCD is not obligated to provide you with any reason or explanation for any post being edited, moved, deleted or removed. There is no means of appeal for any post or membership that is edited, moved, deleted or removed from the Community. TCD reserves the right to temporarily or permanently withdraw Community membership at any time and for any reason or no reason. TCD is not obligated to provide you with any reason or explanation for any such membership withdrawal.
TCD does not guarantee a response to any post on the Community. Specifically, support issues should be addressed via TCD’s official support provisions and protocols. You understand that posts on the Community are addressed to your peers and not TCD and TCD does not guarantee that any support issue will be addressed on the Community.
TCD does not make any warranty or guarantee that any information posted on any part of the Community, whether or not such posting is made by an TCD employee, is accurate, complete or in anyway reliable. Any support issues or questions about TCD should be addressed via TCD’s official customer support provisions and protocols. TCD disclaims any approval or liability related to any comments made on the Community by a user or third party. Community Forum posts represent the statements and opinions of the individual third-party users and are not necessarily the opinion of TCD or its employees, partners and affiliates. TCD does not approve or disapprove of any Community Forum post.
Limitation of Liability/Indemnity/Disclaimer of Warranties
THE COMMUNITY AND ALL INFORMATION, SERVICES AND DOCUMENTATION PROVIDED IN CONNECTION WITH ANY PART OF THE COMMUNITY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
TCD SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICE, OR LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE ANY PART OF THE COMMUNITY OR THE RELIANCE ON ANY INFORMATION CONTAINED ON ANY PART OF THE COMMUNITY. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL TCD BE LIABLE FOR DAMAGES RESULTING FROM USE OF ANY PART OF THE COMMUNITY, OR RELIANCE ON THE INFORMATION PRESENTED IN ANY PART OF THE COMMUNITY OR IN CONNECTION WITH ANY PART OF THE COMMUNITY, EVEN IF TCD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ALL DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
TCD does not offer formal customer support on the Community. TCD employees or representatives may post on the Community, but this activity should not be seen as a replacement for the official TCD support procedures and provisions. The goal of the Community is to provide a platform for TCD registered users who wish to exchange information about TCD and its products and services. TCD has the right, but not the obligation, in its sole discretion, to pre-screen, refuse, move, remove or delete any submissions for any reason or no reason whatsoever and without any notice. You agree that you must evaluate, and bear all risks associated with the use of any information, including any reliance on the accuracy, completeness, or usefulness of such information, including any information that may be posted by any TCD employee. TCD’s provision of the Community should in no way be construed as endorsement or approval of any third-party product, service, comment, position or information that may be mentioned or referred therein or any of the comments or posts made by any individual or third party.
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify TCD of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TCD cannot and will not be liable for any loss or damage arising from your failure to maintain the confidentiality of your password and account.
Digital Millennium Copyright Act Notice
TCD respects the intellectual property of others. TCD may, in appropriate circumstances and at its sole discretion, terminate the access of users who infringe any copyright, trademark, patent, trade secret or other intellectual property rights of others. If you believe that your work has been copied and is accessible at our web site in a way that constitutes infringement, or that our web site contains links or other references to another online location that contains material or activity that infringes your rights, you may notify us by providing our copyright agent the information required by the copyright infringement and liability act enforcement authorities.
You should exercise caution when deciding to disclose personal information. If you voluntarily disclose information, e.g. a telephone number or an email address, in the Community, that information may be collected and used by third parties to send you unsolicited messages, advertisements or for other purposes. TCD does not control the actions of such third parties and is not liable for those actions. If you disclose personal information in the Community, you do so at your own risk.
TCD may amend these Terms at any time and from time to time, for any reason or no reason and with or without notice to you. You manifest intent to accept any amended terms if you continue to use any part of the Community after such amended terms have been posted. You may not amend these Terms without the prior written consent of TCD. Further, TCD reserves the right to modify or discontinue all or any part of the Community at any time or from time to time, for any reason or nor reason and with or without notice. TCD shall not be liable to you or any third party should TCD exercise its right to modify or discontinue any part of the Community.
Export Law Assurances
The Community may be subject to Indian Export Controls. No Community may be used (i) in or by any resident of any country to which INDIA has embargoed goods; or (ii) anyone on the INDIAN list of Specially Designated Nationals or the INDIAN Commerce Department’s Table of Deny Orders. By accepting these Terms and using any part of the Community, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Personal Messaging (PM) System
TCD may make available, to members who qualify in the sole discretion of TCD, a personal messaging system (“PM System”) that will allow such community members to communicate privately with each other. TCD reserves the right to, for any reason or no reason (including if TCD suspects that the PM System is being used to promote any activities that are unlawful, libelous, threatening, etc. or otherwise in violation of breach of the TCD acceptable use policy and/or terms and conditions of use) to read, delete or edit such private messages – without providing notice or any reason – and/or to remove you from and prevent your further use of the PM System. Any use of the PM System that is found to be unlawful, libelous, or in violation or breach of the TCD acceptable use policy and or terms and conditions of use, will see the PM System privileges withdrawn without reason or notice. TCD also reserves the right to take any further action it deems necessary or appropriate.
These Terms represents the complete agreement concerning the subject matter of the Terms and, except as set forth herein, may be amended only by a writing executed by both parties.
These Terms shall be governed by and construed in accordance with the laws of the High Court of Hyderabad, Telangana State, India, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or courts located in Hyderabad, Telangana, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
HOW TO CONTACT US
For more information or questions regarding thecriticaldialogue.com Privacy Statement or information practices please contact us: The Critical Dialogue, Plot no. 27, Phase – I, 1-4-190/27/1/A, Bhaskara Rao Nagar, Sainikpuri P.O., Hyderabad – 500 094. Telangana State. India.
Copyright © 2021 The Critical Dialogue.
All rights reserved.