TERMS OF BUSINESS – Summit A/S
Terms of Business
Version: 01 January 2023
These Terms of Business together with any Order Form or Statement of Work, Engagement Letter (if applicable), Summit’s Data Processing Agreement (applicable when Summit acts as data processor) and the at any time applicable Price Lists (collectively, the Agreement), constitute a binding agreement between Summit and Customer. The Agreement sets forth the terms and conditions for Customer’s use of the Services provided by Summit, unless otherwise expressly agreed in writing. Where Customer purchases additional services from Summit, such services are automatically covered by this Agreement.
1. The Services
1.1 Summit is a distributor of online personality assessments and a leading provider of business psychology consulting services, specialising in organisational, team and leadership development.
1.2 The Services include:
1.3 The Services delivered to Customer are specified in the applicable Order Form(s) or Statement of Work, which must be signed by Customer and Summit. Customer and Summit may on an ongoing basis agree on the Services to be provided by Summit and the scope of each assignment as well as the involvement of and/or services to be provided (if any) by third parties.
2. Customer’s access and use of the Platform(s)
2.1 Right to Use
2.1.1 Subject to Customer’s timely payment, Summit provides a non-exclusive, non-transferable, and time-limited right to use the Platform(s) in accordance with this Agreement (the “Right to Use”).
2.1.2 Customer is not allowed or in any way authorized to make any changes in the Platform(s), including but not limited to reverse-engineering and decompiling of the Platform(s) or any components thereof.
2.1.3 Customer understands that the Platform(s) are owned and provided by third parties, and that Customer is not granted any intellectual property rights or license in or to the Platform(s) besides a Right to Use such Platform(s).
2.2 Set-up and use of user accounts on the Platform(s)
2.2 Set-up and use of user accounts on the Platform(s)
2.2.1 Customer’s appointed employee(s) may be registered in the Platform as an admin user or regular user. All
Users must have participated in adequate training and/or certification prior to the use of and access to the
Platform(s). Only Hogan-certified employees are allowed to give assessment feedback.
2.2.2 Customer must ensure that only its authorised Users have access to the Platform(s).
2.2.3 Customer is responsible for ensuring that all information is always correct and up to date and for ensuring and
verifying that user access, incl. admin user access, are kept up to date, and must promptly inform Summit about
any changes, including if a User shall no longer have access.
2.2.4 Summit reserves the right to delete user accounts on the Platform(s) in case of inactivity of 5 consecutive years
in order to avoid an excess number of unused accounts on the Platform(s).
2.3 Support and administration of HALO
2.3.1 Summit offers support to its customers through a hotline (+45 45851515) and support-mail
(email@example.com). The hotline is open Monday through Friday during office hours 8.30 to 16.30
CET (Fridays until 16.00 CET).
2.3.2 Customer may order a training session with Summit in the use of HALO, the online Platform provided by Hogan
Assessment Systems, Inc.
3. Specific to consulting services
3.1 Prior to the provision of our Services related to consulting services, including 1:1 sessions, team development
or leadership development, coaching or other consulting services, an Order Form or Statement of Work must
be signed outlining the instructions given by Customer, the agreed details of the assignment or project and the
scope of the consulting services (other details may also be agreed upon between Customer and the assigned
consultant on an ongoing basis). The Parties may agree on a preliminary time schedule, which may be amended
upon prior agreement. In the event of any amendments and/or modifications and/or additions which will
change the original assignment, the scope or time schedule, the Prices, scope and the time schedule will be
adjusted to the extent necessary in consultation with Customer.
3.2 Summit will provide the consultant(s) who is/are best qualified to work on a specific assignment. It may also
be necessary in this respect to use associated partners and/or consultants with the appropriate qualifications.
4. Rights to the Results
4.1 Customer will be granted all necessary rights to use the Results created as part of Summit’s provision of the
Services or generated by Customer’s use of the Platform(s) for the purpose of which it was provided. However,
all copyrights and other intellectual property rights in the Services and Results, including concepts, methods,
tools, strategies etc., are, and remain, vested in Summit and/or its third-party providers (such as Hogan Assessment Systems Inc.).
5. Cancellation policy
5.1 The following cancellation policy applies to Summit’s Services. Cancellations or changes shall be done by
contacting Summit on firstname.lastname@example.org or +4545851515. The below timeframes are calculated in full
business days and excluding the scheduled day.
5.2 Reservation of timeslots for 1:1 feedbacks on personality assessments, individual certifications and/or sessions:
Participants must book their session 10 business days in advance. Allocated timeslots will be cancelled if not
booked in due time.
5.3 Single scheduled 1:1 sessions (e.g. 1:1 feedbacks on personality assessments, individual certifications and 1:1
coaching sessions): Any cancellation or changes to the scheduled session must be received by Summit no later
than 5 business days prior to the scheduled session, otherwise, the session will be invoiced at full price.
5.4 Team sessions: Cancellation or changes must be made no later than 30 business days prior to the scheduled
session. For cancellations or changes less than 30 business days before the scheduled session, Customer will
be invoiced 50% of the price. For cancellations or changes less than 15 business days before the scheduled
session, Customer will be invoiced 100% of the price.
5.5 Larger Projects: Cancellation or changes must be made no later than 30 business days prior to the scheduled
start date. For cancellations or changes less than 30 business days before the scheduled start date, Customer
will be invoiced 50% of the price. For cancellations or changes less than 15 business days before the scheduled
start date, Customer will be invoiced 100% of the price.
5.6 Workshops (only “open for all” training, open online workshops, or Hogan certification workshops):
Participation in a workshop must be cancelled or changed no later than 10 business days prior to the scheduled workshop. For cancellations or changes less than 10 business days before the workshop, Customer will be
invoiced 75% of the price. For cancellations or changes less than 5 business days before the workshop, Customer will be invoiced 100% of the price.
5.7 Internal certification workshops and other workshops designed specifically for customers: Cancellation or changes must be made no later than 20 business days prior to the scheduled days/sessions. For cancellations or changes less than 20 business days before the scheduled days/sessions, Customer will be invoiced 50% of the price. For cancellations or changes received less than 10 business days prior to the scheduled days/sessions, Customer will be invoiced 75% of the price. For cancellations or changes less than 5 business days prior to the scheduled days/sessions, 100% of the price will be invoiced.
5.8 Other specific cancellation terms may be communicated directly if applicable.
6. Prices and invoicing
6.1 Prices and other fees are as specified in Summit’s Price Lists. All Prices are exclusive of VAT. The Price Lists may be subject to occasional price regulations, usually once per year in January. A support and administration service charge of five per cent (5%) will be added to each invoice.
6.2 If any price estimates are given as part of an offer on a project or assignment, such price estimate is valid for three (3) months from the date it was given.
6.3 All expenses incurred as part of the work and Services provided by Summit, including reasonable expenses related to travel, accommodation, meals and parking and other charges paid to third parties on behalf of Customer (if any) will be added to the invoice. Flights outside Europe will be Business Class and a half day’s fee will be added per travel day. Where possible, Summit will inform Customer about such additional expenses beforehand. Each Party shall be responsible for its own banking fees, transfer fees and any costs incurred due to currency conversion (if any).
6.4 The Services will be invoiced differently depending on the Service provided and in accordance with below:
a. Usage related to the Platform(s), including HALO, e.g. personality assessment report consumption, is invoiced monthly based on the actual consumption in the preceding month.
b. 1:1 feedbacks on assessment reports will be invoiced in the following month, typically together with a).
c. Customer’s participation in workshops, trainings and certification workshops will be invoiced upfront and prior to participation.
d. Consulting services are invoiced as follows: Consulting services less than EUR 15,000 per order will be invoiced upfront upon order. Larger projects or assignments above EUR 15,000 per order will be invoiced with 40% upon contract signing; 40% halfway and 20% upon final delivery.
e. All other Services not mentioned above will be invoiced monthly.
6.5 Payment terms are fourteen (14) calendar days net from the invoice date. In case of late payment, interest will be added in accordance with the provisions of the Danish Interest Act + five (5) percentage points. The invoiced amount is payable net of any local taxes in the jurisdiction of Customer. In case of late payment, Summit is entitled to suspend any Services provided to Customer.
6.6 Customer must ensure that Summit is always provided correct and updated invoice information. If Summit incurs any costs due to incorrect or outdated information, such costs will be added to the invoice.
6.7 If Customer requires additional assistance beyond Summit’s regular support services, a separate fee may be charged (such as extensive support with sending reports, extensive invoicing requests, statistics of use, audit requests etc.). Upon request from Customer, Customer will be informed if assistance is subject to separate remuneration.
7.1 Summit and Customer may in connection with provision of the Services obtain information relating to the other Party and its employees which is not made available generally by that other Party, including personality traits in assessment reports and information during coaching sessions and workshops and other information that may be regarded as confidential (“Confidential Information”).
7.2 The receiving party shall keep all Confidential Information confidential and not disclose it to any third party (except as required to provide the Services or as required by law).
7.3 Summit’s employees and consultants are subject to a written confidentiality obligation to observe an extended duty of confidentiality, and Summit adheres to applicable procedures to ensure the effective protection of all confidential and personal information.
7.4 Confidential Information may only be passed on with Customer’s express permission and if it is necessary for the performance of the Services.
8. Personal data
8.1 Summit only collects, processes and stores personal data that is necessary and relevant in relation to performing the Services that are agreed with Customer in order to meet the General Data Protection Regulation (“GDPR”). When Summit acts as a data controller, Summit’s processing of personal data is subject to the latest version of our Privacy Notice as available on our website. When Summit acts as a data processor, our data processing is subject to our DPA. Summit is regarded as data processor only in relation to Customers’ use of and access to the Platform(s), incl. HALO, and Summit is regarded as a data controller in relation to all other Services, incl. consulting services.
9.1 Summit is liable for the Services provided by Summit in accordance with general rules of Danish law. Notwithstanding anything to the contrary, the total liability of Summit, its consultants, directors and staff to the Customer, including its Affiliates, is limited to the amount which has been invoiced to Customer in a period of six (6) calendar months prior to the month in which the loss incurred (but shall in no event exceed a maximum of DKK 100,000) for all aggregate damages and/or claims or the like that may arise from Summit’s performance of the Services or in connection with this Agreement. Summit, its consultants, directors and staff are not liable for any consequential loss or other indirect loss, including loss of profits, data, goodwill, image or fines etc.
9.2 Summit, its consultants, directors and staff are not liable for any errors committed by subcontractors engaged by Summit with the prior agreement with Customer. Summit, its consultants, directors and staff are not liable for damages and/or claims arising from services, including the Platform(s), provided by Hogan Assessment Systems, Inc. or other third parties.
9.3 Customer is solely and fully liable for its own use of the Services, including the Platform(s) and the Results, and Summit shall in no event – notwithstanding anything to the contrary – incur any liability or suffer any loss for Customer’s own use of such.
10. Term and termination
10.1 This Agreement commences on the date stated in the Engagement Letter or the first Order Form or the first Statement of Work or when the Customer starts using the Services. The Agreement may be terminated at any time in writing unless otherwise agreed in the Order Form or Statement of Work or Engagement Letter. Customer will be invoiced for the used Services up until the use is ceased.
11.1 Assignability. Summit may assign this Agreement in its entirety or partly, without consent of Customer, to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.2 No partnership. Nothing in this Agreement directly or indirectly, shall be deemed or construed to create a partnership, franchise, joint venture or employment relationship between the Parties, or authorize a Party to act as agent, on behalf of or otherwise bind the other Party. The relationship between the Parties shall be deemed to be that of independent contractors.
11.3 Marketing. Summit may use Customer as a reference as part of Summit’s marketing upon prior approval from Customer.
11.4 No waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement, or any partial exercise thereof, shall operate as a waiver of any such right, power, or privilege.
11.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
11.6 The entire Agreement. The Terms of Business as updated from time to time, Order Form(s) or Statement of Work, Engagement Letter(s), the DPA as updated from time to time and the at any time applicable Price Lists, constitute the entire Agreement between the Parties and supersedes all previous agreements and representations, written or oral, express or implied between the Parties.
11.7 Amendments: The Agreement may be updated or amended from time to time. Newer versions shall replace any prior versions.The at any time applicable version of these Terms of Business is available on the website.
11.8 Force Majeure. Except for payment obligations, a Party (including its Affiliates) shall not incur any liability to the other Party for any non-performance or delay in the performance of its obligations under this Agreement if such non-performance or delay results from a Force Majeure event. The same applies in the event of a default of a Party’s sub-contractors which have been caused by a Force Majeure event.
11.9 Notices. All notices or other communications that are required to be given under this Agreement, shall be in writing and shall be sent by e-mail to the agreed e-mail address and deemed received upon delivered e-mail. Summit’s e-mail address is set out below and Customer’s e-mail address is the one registered in Summit’s system or as set out in the Order Form(s) or Statement of Work. It is the responsibility of Customer to ensure that the relevant contact details of Customer are always updated with correct information. The Parties acknowledge and agree that all electronic notices have the full force and effect of paper notices.
12. Law and venue
12.1 This Agreement shall, in all respects, including all matters of construction, validity and performance, be governed by the laws of Denmark, irrespective of any conflict-of-law principles, which may result in the application of the laws of another jurisdiction. The courts of Denmark have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
13.1 “Summit” is Summit A/S, CVR-no. 26787610, and its Affiliates.
13.2 “Affiliate(s)” shall mean any entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party.
13.3 “Customer” is the customer to Summit’s Services, i.e. the specific company, organization or person as set out in the Order Form and/or Statement of Work and/or Engagement Letter or otherwise has ordered the Services.
13.4 “DPA”: The Data Processing Agreement concluded between Summit and Customer (and if relevant, Customer’s Affiliates) related to Customer’s use of the Platform(s), including HALO.
13.5 “Force majeure” means any cause or event beyond the reasonable control and without the fault or negligence of a Party and which prevents a Party from performing its obligations under this Agreement or make the performance of the same excessively onerous. Force Majeure includes, without limitation, strikes, lock-outs or other industrial disputes , failure of a utility service or transport or telecommunications network, war, regional epidemic or international pandemic, national emergency, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fibre or cable or wire cut, power outage or reduction, fire, flood or storm, or other governmental actions or regulations that would prohibit either Party from performing its obligation pursuant to the Agreement.
13.6 “Party”: Summit or Customer (collectively referred to as the “Parties”).
13.7 “Platform(s)” shall mean the online personality assessment products provided by Hogan Assessment Systems Inc., such as the online platform HALO, the Hogan Talent Platform (HTP) or any subsequent versions/variations hereof, and other third-party online platforms providing online personality assessments.
13.8 “Services” shall have the meaning as set out in section 1.
13.9 “Results” include personality assessment reports, team reports, written analyses and other written material created by Summit or third-party providers as part of the performance of the Services to Customer.
13.10 “User” is Customer’s employee or – if relevant a consultant – appointed by Customer to use the Platform on behalf of Customer (either as admin user or regular user).