Cappfinity Limited

User Agreement

Effective from:10th July 2023

1. Introduction

i. This User Agreement, referred to below as the 'Terms', sets out how you may use the Cappfinity
products and solutions including assessments and other activities (referred to as the 'Site'). It also
governs how you may use any text, images, video, audio or other multimedia content, software or
other information or material uploaded to or downloaded from the Site (the 'Content').

ii. This Site is operated by Cappfinity Limited ('we', or 'us'). Our registered company number is
06802155 and our registered office address is: 2230-2235 Regents Court, The Crescent,
Birmingham Business Park, B37 7YE, England.

iii. Please read these Terms carefully before using the Site. By accessing or using this Site or
otherwise indicating your consent, you agree to be bound by these Terms and the documents
referred to in them. If you do not agree with or accept any of these Terms, you should cease using
the Site immediately.

iv. These Terms may be supplemented or replaced by additional terms relating to specific Content
or services made available through the Site ('Additional Terms'). Additional Terms will be made
available on relevant pages of the Site and will be accessible by you for your acceptance before
you enter data, commence an assessment, or agree that your personal data may be shared with
a prospective employer or your employer. Additional Terms shall prevail to the extent there is any
conflict or inconsistency with any other of these Terms.

v. We seek to make this Site as accessible as possible. If you have any problems accessing this
Site or the Content contained on it, or have any questions about the Site, please contact us at
support@[Link] Please read our Privacy Notice which can be found at the following
location-[Link]
[Link] for details on the information and data we collect.

2. Acceptable Use

i. By using the Site, you confirm that you are at least 16 years of age and are accessing it solely for
your personal use relating to your trade, business, craft, or profession. You shall not use the Site
in any other circumstance.

ii. You represent and warrant that all registration information you provide shall be accurate, and shall
register with your legal name, entering only truthful, accurate, and complete personal details about
 yourself, in order to facilitate the accuracy of the match between you as a prospective candidate
and any prospective employer, or for your employer to make an accurate assessment of you. You
shall not enter false, incomplete, or misleading information, allow others to complete assessments
or any other activities or upload information on your behalf or in your name, or complete
assessments or upload information on behalf of others You will not use any AI programmes or
other tools when completing any assessment or other activity on the site.

iii. You agree that you shall not use the Site or its Content:

1. for any purpose that is unlawful or prohibited by these Terms;

2. in a way that infringes any third party rights, such as intellectual property rights;

3. to defame or disparage any person, or upload material of an obscene, derogatory, or offensive

4. in a way that brings us or any person into disrepute, or causes us to be liable to any person;

5. to distribute viruses or malware or other similar harmful software code;

6. to represent or suggest that we endorse any other business, product or service unless we
have separately agreed to do so in writing,

and indemnify us and shall hold us harmless against all liabilities, damages, losses, costs and
expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or
incurred by us arising as a result of any breach by you of this clause 2(iii).

iv. You shall not use the Site to provide any similar services (to those offered by us) to third parties,
or use any information obtained through using the Site to create any software or product where
the use is substantially similar to that of the Site.

v. You shall not use the Site in any manner that disrupts the operation of the Site or our business,
or the website or business of any other entity, and in particular shall not:

1. attempt to circumvent password or user authentication methods; or

2. seek to gain unauthorised access to or use of computers, data, systems, accounts, or network
in connection with the Site.

3. Access Credentials

i. We provide parts of this Site on a free-to-use basis in accordance with these Terms, but you may
need to register and/or to pay to use some areas. In some cases we may restrict access by age
and/or location of the user, at our sole discretion. We may refuse some registration applications
in our sole discretion.
ii. We may issue you with a username and password and/or other access control for this Site or
certain parts of it (together referred to as 'credentials'). These are for your personal use only. You
must not tell them to anyone else or allow anyone else to use them. You must not use anyone
else's credentials. You must tell us if you think your credentials are no longer confidential. If you
do, or if we believe it is necessary, we may issue you with replacement credentials.

iii. You are solely responsible for keeping your credentials confidential, and are solely responsible
for all costs and expenses incurred in relation to the use of the Site using them.

4. Submitting information to the Site

i. This Site is designed to provide personnel assessment processes and procedures to help
employers and prospective employees to engage more efficiently and effectively, and to enable
individuals to develop and enhance their skills. We encourage all users to interact with the Site
and its users constructively by submitting content (including messages to us and other users)—
we refer to this as 'User Material'.

ii. Whilst we reserve the right to monitor, edit, review and remove User Material on the Site from
time to time, we are under no obligation to you to do so and assume no liability arising from any
User Material nor for any error, omission, infringement, defamatory statement, obscenity, or
inaccuracy contained in any such material.

iii. You represent and warrant that any User Material you upload shall be true and accurate to the
best of your knowledge and belief, and that you have all necessary consents to upload it and to
grant the rights set out in clause 5 below.

iv. You acknowledge that any User Material you provide that contains personal data can be used by
us in accordance with our Privacy Notice, including for purposes of analysis and processing in
connection with specific job applications, the provision of feedback and automated advice,
research and analysis, recommending the use of career development techniques and
approaches, and liaison with potential employers and employers. Subject to obtaining your prior
express consent, you agree that we may pass on your User Material (including personal data) to
specified third parties in connection with your applications for employment.

5. Ownership, use and intellectual property rights

i. Unless agreed otherwise, you will continue to own any intellectual property rights subsisting in
User Material you upload. By submitting your User Material you grant us a non-exclusive,
perpetual, irrevocable, worldwide licence to use, reproduce, modify, publish, edit, translate,
analyse, distribute, perform, and display the User Material (in whole or in part) on the Site, and on
any other websites operated by us, indefinitely.
ii. This Site (including all Content on the Site, but excluding your User Material) is protected by
intellectual property rights which are owned by us or our licensors. We and our licensors reserve
all intellectual property rights (which include all copyright, trade marks, domain names, design
rights, database rights, patents, and all other intellectual property rights of any kind) whether
registered or unregistered, anywhere in the world.

iii. Nothing in these Terms grants you any rights in the Site or its Content other than as necessary to
enable you to access the Site. You agree not to copy or otherwise seek to reproduce information
or data included on the Site or forming part of the Content or to adjust or to try to circumvent or
delete any intellectual property notices or any anti-copying device contained on the Site and in
particular in any digital rights or other security technology embedded or contained within any
Content.

6. The Roles of Data Controller and Data Processor

i. Depending on the type of assessment you complete, and the process by which you complete the
assessment, we may be acting as Data Controller or Data Processor in relation to any personal
data that you provide. Typically, we will be acting as Data Controller if you have independently
chosen to complete an assessment with us. We will normally be acting as Data Processor if you
are completing an assessment or other activity as part of a recruitment and selection or
development process which is being delivered by us on behalf of a third party.

ii. If we are acting as Data Processor, we will be following the specific instructions provided to us by
the Data Controller in respect of how we process and manage your personal data. Please refer
to the Data Controllers privacy notice for further information.

iii. If we are acting as the Data Controller, our Privacy Policy sets out details of the data we process
for these purposes.

7. Software

i. Where any software is made available for downloading from the Site, this is our copyrighted work
and/or that of our licensors. You may only use such software in accordance with the terms of any
end user licence agreement that accompanies the software and in accordance with these Terms.
All such software is made available for downloading solely for your personal use relating to your
trade, business, craft, or profession, and not in a commercial manner. Any reproduction or
redistribution of software not in accordance with the end user licence agreement and/or these
Terms is expressly prohibited, and may result in severe civil and criminal penalties.

ii. Our software is warranted only to the extent expressly required by English law or according to the
terms of the end user licence agreement. We hereby disclaim all other warranties, conditions and
 other terms (whether express or implied) with regard to the software, including all implied
warranties and conditions of satisfactory quality, freedom from defects and fitness for a particular
purpose. In no event shall our aggregate liability in respect of any such software exceed the
limitations of liability in the applicable end user licence agreement, or in all other cases the greater
of: (i) the amount you paid for the relevant software; or (ii) £100.

8. Accuracy of information and availability of the Site

i. We make commercially reasonable efforts to ensure that the Site is available, however we do not
represent, warrant or guarantee in any way the Site's continued availability at all times or
uninterrupted use by you of the Site. We may suspend or terminate operation of the Site at any
time at our sole discretion.

ii. We make commercially reasonable efforts to include accurate and up-to-date information on the
Site, however we do not represent, warrant, or promise (whether expressly or by implication) that
any Content is or remains available, accurate, complete and up to date, free from bugs, errors or
omissions or fit or suitable for any purpose. We shall not be liable for any User Material provided
by other users.

iii. Content on the Site is provided for your general information purposes only and to inform you about
us and our products and news, features, services and other websites, which may be of interest. It
does not constitute technical, financial or legal advice or any other type of advice and should not
be relied on for any purposes. Any reliance you place on the information on this Site is at your
own risk.

iv. The Site may contain hyperlinks or references to third party websites, which are provided for your
convenience only. We have no control over third party websites and accept no responsibility for
any content, material, or information contained in them. The display of any hyperlink and reference
to any third party website does not constitute an endorsement of such third party's website,
products, or services. Your use of a third party site may be governed by the terms of that third
party site.

9. Limitation of liability

i. Nothing in these Terms shall exclude or limit either party's liability for death or personal injury
arising from its negligence, for any fraud or fraudulent misrepresentation, or for any other liability
that is not capable of being excluded in compliance with law. Nothing in these Terms affects your
statutory rights.

ii. Under no circumstances shall our aggregate liability to you for any and all claims arising from your
use of the Site (including the downloading or use of any Content) exceed the greater of: (i) £100;
 or the amounts paid by you to us in relation to your use of the Site in the 12 months prior to the
cause of action first arising.

iii. We shall have no liability for any:

a. direct or indirect loss of profit, revenue, opportunity or saving, damage to reputation or

b. indirect or consequential loss,

in each case whether arising in contract, tort, breach of statutory duty or otherwise.

iv. Your use of the Site is on an 'as is' and 'as available' basis. All Content is provided for information
purposes only and does not represent advice. We make no representations, warranties,
conditions or other terms (whether express or implied) in relation to the provision of the Site,
including without limitation as to completeness, accuracy and currency or any Content on the Site,
or as to satisfactory quality, or fitness for particular purpose. We shall have no liability for negligent
misstatement, nor for any other liability (whether arising in contract, tort, breach of statutory duty
or otherwise) for any loss suffered by you or any person as a consequence of any error or
inaccuracy in Content, or the unavailability of the Site.

v. We shall have no liability for any breach of our obligations to the extent caused by any event or
circumstance beyond our reasonable control (including acts and omissions of third parties, strikes,
lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire,
explosion, and accidents).

10. Suspension and Termination

i. We reserve the right to suspend or terminate your access to the Site if you do not fully comply
with these Terms.

ii. We may suspend your access to the Site if we believe it is reasonably necessary to prevent or
mitigate damage or disruption to the Site, our systems, or our business.

11. General

i. No changes to these Terms are valid or have any effect unless agreed by Cappfinity in writing.
We reserve the right to vary these Terms from time to time, in which case our new Terms will be
displayed on the Site. By continuing to use and access the Site following such changes you agree
to be bound by any such replacement Terms. It is your responsibility to check these terms from
time to time.

ii. Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing
and sent to our contact address at Cappfinity Limited, 2230-2235 Regents Court, The Crescent,
 Birmingham Business Park, B37 7YE, England and all notices from us to you will be displayed on
our website from to time.

iii. If any part of these Terms is unenforceable, the enforceability of any other part of these terms and
conditions will not be affected. If we choose not to enforce any right that we have against you at
any time, then this does not prevent us from later deciding to exercise or enforce that right.

iv. A person who is not a party to this agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement.

v. These Terms (together with any applicable Additional Terms) contain the entire understanding
and agreement between us and you in relation to your use of the Site and supersede and
extinguish any representation, statement, or other communication made by you or us which is not
contained herein. We shall have no liability for any such representation being untrue or
misleading.

vi. You may not assign, sub-license or otherwise transfer any of your rights and obligations in these
terms to any other person.

vii. The words "including" and "in particular" and any similar words or expressions are by way of
illustration and emphasis only and do not operate to limit the generality or extent of any other
words or expressions.

viii. These Terms are governed by the law of England and any dispute as to the meaning or the
enforcement of this agreement shall be subject to the exclusive jurisdiction of the English courts.