HORIBA MIRA / Legal

Calibrae LMS platform legal info
horibamira site legal info

Terms & conditions of the Calibrae Virtual Learning Environment

On this page, we define the Terms & Conditions of using the Calibrae Platform, our Platform License Plans, our Security Policy and our Privacy Policy, including a detailed look at how we use your data.

Terms & Conditions
Platform License Plans
Security Policy
Cookie Policy
Service Level Agreement
Privacy Policy - Knowing your data and what we do with it
Data Governance - how we manage it
Data Protection Officer
Data Protection Impact Assessments
Data incidents and how they will be handled
Data retention - what happens to your data if you close your account
GDPR training for Calibrae staff
Calibrae data breach risk assessment
DSARs - how to request access to your data and how we handle such requests
Correcting errors in your data, and how to make a correction
Data erasure - how to request it and what we do

Terms & Conditions

1. Acceptance of our Terms

By visiting this website, viewing, accessing or otherwise using any of the services or information created, collected, compiled or submitted to this site, you agree to be bound by the following Terms and Conditions of Service. If you do not want to be bound by our Terms your only option is not to visit, view or otherwise use the services of this site. You understand, agree and acknowledge that these Terms constitute a legally binding agreement between you and this site and that your use of this site shall indicate your conclusive acceptance of this agreement.

2. Provision of Services

You agree and acknowledge that this site is entitled to modify, improve or discontinue any of its services at its sole discretion and without notice to you even if it may result in you being prevented from accessing any information contained in it. Furthermore, you agree and acknowledge that this site is entitled to provide services to you through subsidiaries or affiliated entities.

3. Proprietary Rights

You acknowledge and agree that this site may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties. Our content may not be sold, reproduced, or distributed without our written permission. Any third-party trademarks, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.

4. Termination of Agreement

The Terms of this agreement will continue to apply in perpetuity until terminated by either party without notice at any time for any reason. Terms that are to continue in perpetuity shall be unaffected by the termination of this agreement.

5. Disclaimer of Warranties

You understand and agree that your use of this site is entirely at your own risk and that our services are provided "As Is" and "As Available". Except where specifically provided in contract, this site does not make any express or implied warranties, endorsements or representations whatsoever as to the operation of this site website, information, content, materials, or products. This shall include, but not be limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement, and warranties that access to or use of the service will be uninterrupted or error-free or that defects in the service will be corrected.

6. Limitation of Liability

You understand and agree that this site, Calibrae Learning Ltd and any of its subsidiaries or affiliates shall in no event be liable for any direct, indirect, incidental, consequential, or exemplary damages. This shall include, but not be limited to damages for loss of profits, business interruption, business reputation or goodwill, loss of programs or information or other intangible loss arising out of the use of or the inability to use the service, or information, or any permanent or temporary cessation of such service or access to information, or the deletion or corruption of any content or information, or the failure to store any content or information. The above limitation shall apply whether or not this site has been advised of or should have been aware of the possibility of such damages. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed the liability of this site is limited to the greatest extent permitted by law.

7. External Content

This site may include hyperlinks to third-party content, advertising or websites. You acknowledge and agree that this site is not responsible for and does not endorse any advertising, products or resource available from such resources or websites.

8. Jurisdiction

You expressly understand and agree to submit to the personal and exclusive jurisdiction of the courts of the country, state, province or territory determined solely by this site to resolve any legal matter arising from this agreement or related to your use of this site. If the court of law having jurisdiction, rules that any provision of the agreement is invalid, then that provision will be removed from the Terms and the remaining Terms will continue to be valid.

9. Changes to the Terms

This site reserves the right to modify these Terms from time to time at our sole discretion and without any notice. Changes to our Terms become effective on the date they are posted and your continued use of this site after any changes to Terms will signify your agreement to be bound by them.

10. Sharing of sign-in credentials

You understand and agree that each user in your organization and in your customer organizations who access your site must do so with their own unique sign-in credentials. Sharing sign-in credentials between multiple users is in breach of the terms & conditions of this platform and is forbidden.

11. Software Licenses

This site utilizes software permitted by the licenses under which they are released. Such licenses include but are not limited to:

MIT License

12. Site Payment Cancellation

Payment arrangements for a Calibrae site can be canceled at any time. Payment arrangements can be canceled by the site administrator from the site admin page or by request to Calibrae support (contact@calibrae.zendesk.com). The action of canceling payment reverts the site to the free trial arrangement where full site features will still be available but limited to 3 active users per month. To re-enable more than 3 active users, a site can re-enter card details at any time. Canceling payment does not affect account, user or course data associated with the site. At the point of cancellation, a payment will be taken for the number of active users who have accessed the site during the current billing period, prorated according to the position in the billing cycle. Prepaid credit is non-refundable, but will remain in the site's prepay account and be available should the payment arrangement be reactivated.

13. Site Termination policy

Calibrae sites can be terminated at any time. A site can be terminated by the site administrator by request to Calibrae support (contact@calibrae.zendesk.com). Once terminated, a site will no longer be available to any site user including site administrators, team members or site customers. No site termination notification will be sent to site users. At the point of termination, a final payment will be taken for the number of active users who have accessed the site during the current billing period, prorated according to the position in the billing cycle. Prepaid credit is non-refundable.

14. Learner questions, answers & comments

Learners who post questions, answers and comments accept that their questions, answers, and comments will be visible to other learners in the learner community.

15. Display of learner points and badges

Learners accept that their earned points and badges will be displayed to other learners within the learner community.

16. FullStory Session Recording

Calibrae uses a third party support tool provided by FullStory to record the user experience through our website, enabling our support team to 'replay' a user journey and identify problems. Only user journies through the Calibrae site are recorded. By using the site you agree to your user journey being recorded for support purposes.

17. Site-level terms and conditions

Calibrae provides tools for each of its customer sites to publish its own terms and conditions. Calibrae is in no way responsible or liable for any terms or conditions defined by its customers.

18. Entire Agreement

You understand and agree that the above Terms constitute the entire general agreement between you and this site. You may be subject to additional Terms and conditions when you use, purchase or access other services, affiliate services or third-party content or material.

Platform License Plans

The Calibrae platform offers a number of license plans to cater for a range of customer-site needs. The following defines the terms and conditions for each plan. (See our Pricing page for actual prices.)

1. Starter Plan

The Starter Plan is a free, no-obligation plan that enables potential customers to fully explore the Calibrae platform in order to assess suitability. The Starter Plan has full access to all of the platform's tools, with the exception of the ability to sell courses. The number of permitted site users is 3.

2. All-inclusive Plan

The All-inclusive Plan is designed for organisations that want unlimited access to unlimited courses for a given number of users - Eg all employees; all customers; everyone in the sales team, etc. The All-inclusive Plan has a fixed annual fee, payable at the beginning of the annual billing period, based on the number of required users. For example, an organisation with 5000 employees has 38 courses that they wish to be available to all of its employees at any point in time, with the certainty of a fixed cost. All 5000 employees have access to unlimited courses at any point in time and as frequently as they wish during the annual billing period.

When All-inclusive plan sites sell courses, all course-sales revenue goes directly to the site. Calibrae does not take any portion of such course-sales revenue. The number of agreed users will include anticipated users to whom courses are sold.

If the actual number of users accessing the site exceeds the agreed number, Calibrae will permit access to those additional users. If the actual number of users regularly exceeds the agreed number (ie over 2 consecutive months or more), Calibrae will make contact to discuss formally increasing the agreed number of users on a pro-rate basis.

3. Revenue Share Plan

The Revenue Share Plan is designed for organisations whose prime objective is to sell courses, and who want zero risk and zero upfront costs. At the point of sale, Calibrae takes an agreed percentage revenue share. For example, a Revenue Share site may sell a course for £100. With an agreed rate of 15%, at point of sale, the site receives an £85 share and Calibrae receives a £15 share.

Fair Usage

Calibrae recognises scope for the Revenue Share plan to be miss-used by setting course fees at £0, but subsequently charging users outside of the platform and effectively avoiding platform charges (15% of £0.00 is £0.00!). Calibrae customers who choose the Revenue Share plan agree to be fair in their use of the plan and to share 15% of the generated course revenue. They also understand that it is not intended as a means to deliver zero-cost training. Calibrae monitors the usage of Revenue Share plan license sales and reserves the right to close sites it deems to be miss-using the plan.

Security Policy

We are committed to securing your personal information, and enforce a strong privacy and security governance operational model.

We never store plaintext passwords. In accordance with best security practices, all password and security tokens are stored as salted-hashes with strong encryption.
All data is protected in transit using strong 256-bit encryption.
Data is persisted to non-public facing servers and protected with policies and appropriate security measures.
We never store any credit card numbers.
All payment transactions are handled through stripe (https://stripe.com) - certified PCI Service Provider level 1. See https://stripe.com/docs/security/stripe for more information
Security policies and standards are reviewed at least annually, including an assessment of relevance and adherance. Security policies are updated as required.

Cookie Policy

This Cookie Policy explains how Calibrae Learning Ltd ("Company", "we", "us", and "our") uses cookies and similar technologies to recognize you when you visit our websites hosted at https://calibrae.com, ("Websites"). It explains what these technologies are and why we use them, as well as your rights to control our use of them.

In some cases we may use cookies to collect personal information, or that becomes personal information if we combine it with other information.

What are cookies?

Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.

Cookies set by the website owner (in this case, Calibrae Learning Ltd) are called "first party cookies". Cookies set by parties other than the website owner are called "third party cookies". Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like interactive content and analytics). The parties that set these third party cookies can recognize your computer both when it visits the website in question and also when it visits certain other websites.

Why do we use cookies?

We use first and third party cookies for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as "essential" or "strictly necessary" cookies. Other cookies also enable us to enhance the experience of users on our website by providing real-time chat and enhanced support troubleshooting. Training providers and customers using calibrae.com to host their training portals may add additional third-party cookies to their training portal. The use of such added third-party cookies is at the descretion of parties using the calibrae.com platform to host their training content, and they are solely responsible for the disclosure and appropriate legal compliance associated with the use of such cookies; Calibrae.com is not responsible and cannot be held liable for their use. See the appropriate cookie / privacy policy associated with the training portal concerned.

The specific types of first and third party cookies served through our Websites and the purposes they perform are described below (please note that the specific cookies served may vary depending on the specific Online Properties you visit):

Advertising?

Calibrae.com does not use any cookies for the purposes of delivering advertisements - targetted or otherwise.

How can I control cookies?

You have the right to decide whether to accept or reject cookies. You can exercise your cookie rights by setting your preferences via your browser's cookie manager. Some cookies are essential for the function of the Calibrae.com training platform. Disabling these essential cookies will interfere with the services provided by the platform. As the means by which you can refuse cookies through your web browser controls vary from browser-to-browser, you should visit your browser's help menu for more information.

In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com. Note - Calibrae.com does not use any cookies for the purposes of delivering any advertisements.

The specific types of first and third party cookies served through our Websites and the purposes they perform are described in the table below (please note that the specific cookies served may vary depending on the specific Online Properties you visit):

Cookie details

Essential * These may not be disabled without impacting service

calibrae_session

Maintains user login data and HTTP Session.

remember_[id]

Maintains logged in state

Support * Disabling these will not affect service

TawkConnectionTime

TawkCookie

Tawk_[id]

__tawkuuid

tawkUUID

This collection of cookies is used by the TawkTo service which provides real-time chat support for site administrators. See: https://www.tawk.to/privacy-policy.

fs_uid

Enables enhanced support and analytics. See: https://www.fullstory.com/legal/privacy.

__hstc

hubspotuk

Enables customer support CRM integration with Hubspot. See: https://legal.hubspot.com/cookie-policy.

Analytics * Disabling these will not affect service

_ga

1P_JAR

NID

__Secure-3PAPISID

__Secure-3PSID

__Secure-APISID

__Secure-HSID

__Secure-SSID

Used by Google Recaptcha service to provide protection against bot site interference. See: https://policies.google.com/privacy.

Where can I get further information?

If you have any questions about our use of cookies or other technologies, please email us at contact@calibrae.zendesk.com or by post to:

Calibrae Learning Ltd

New Station House, Gwaun Cae Gurwen

Ammanford, Wales

SA18 1DY

United Kingdom

Service Level Agreement

Support level	Function	Support provision	Expected response times
Tier 1	Basic help desk resolution and service desk delivery	Support for basic customer usage problems, including: Help learners, admins and teachers access the platform Password resets Checking licenses/enrollments etc If no solution is available, tier 1 personnel escalate incidents to a higher tier.	Tier 1 support requests will typically receive an initial response within 24 hours and should be resolved or escalated within 48 hours, Monday to Friday.
Tier 2	In-depth technical support	Experienced and knowledgeable technicians assess issues and provide solutions for problems that cannot be handled by tier 1, including support to: Help learners with issues regarding use of the site's features Access learning activities Uploading assignment work Using chat messaging and video conferencing Viewing progress metrics Purchasing course licenses etc Help site administrators with issues regarding Organising/managing class groups Enrolling learners on courses Checking licenses Assigning teachers to class groups Teacher's accessing their virtual classrooms, course content, class metrics, etc etc Help teachers with course creation tools Creating learning activities, including assignments and exercises Scheduled live classes / workshops Marking and providing feedback Exams & tests etc Help teachers with learner communication tools Messaging Video conferencing etc Mode of Tier 2 support will be through: Email and/or telephone calls to talk the user through to resolution Providing the user with relevant documentation If no solution is available, tier 2 support escalates the incident to Calibrae tier 3. Escalations will be formally raised through Calibrae's support portal (support@calibrae.zendesk.com) and will contain full documentation of the issue, including documented steps through which the issue can be replicated.	Support requests escalated to tier 2 will be resolved or escalated within 24 hours of escalation from tier 1, Monday to Friday.
Tier 3	Expert product and service support	Tier 3 support will resolve all non-tier 1 & 2 issues. Complex technical enquiries can be escalated to tier 3 for resolution. Service affecting incidents such as outages, technical problems, security incidents or other critical issues are automatically classified as tier 3 incidents. The rapid resolution of these problems is a top priority.	Calibrae aims to respond within 24 hours of escalation, Monday to Friday

Privacy Policy

Last updated 17 July 2018, in line with GDPR requirements.

Maintaining your privacy is very important to us. You trust us with your data. Its a responsibility we take very seriously.

In brief, at Calibrae we capture and store only the data we need to provide an excellent cloud-based training platform service that allows our site-customers to build and deliver great training, and our site's account-customers to consume great training and manage the training of their teams. As a platform, we do not sell your data or use it for non-related marketing purposes. Our customer sites may have a different policy, so, if you are a customer of a site, be sure to check the site-level policies in the adjacent tab above. Calibrae is not responsible or liable for site-level use of data and/or site-level privacy policies.

We also use your data to comply with any legal obligations to which we are subject.

Google Analytics

When someone visits calibrae.com we use a third-party service, Google Analytics, to collect standard internet log information and details of visitor behavior patterns. We do this to find out things such as the number of visitors to the various parts of the site. This information is only processed in a way which does not identify anyone. We do not make and do not allow Google to make, any attempt to find out the identities of those visiting our website.

FullStory

Calibrae uses a third party analytics/support service provided by FullStory to record the user experience through our website. This enables our support team to 'replay' a broken user journey through our site and identify problems.

FullStory uses first-party cookies to maintain a user session across multiple pages only on our website. It uses standard facilities of HTML5 browsers to store data on your computer across visits to our website. It may also use local storage as a temporary holding area for user events, which are subsequently read and transmitted to complete previously recorded sessions. The gathered information may in the aggregate identify a user unless the user turns off cookies.

Access to your personal information

Practically all of your information is accessible by you directly through the website. The following section shows exactly what data we keep and how it is accessed. For any further requirements, email your request to getintouch@calibrae.com, and we will process your request within 30 days.

Your data - what we do with and why

The Calibrae platform holds data about the learner, the account/organization to which the learner belongs - both typically customers of a site hosted on the Calibrae platform - and the Site that publishes training. The following sections provide detailed descriptions of:

the data we hold,
why and how we use it,
the legal basis we feel justifies our use of other's data,
who has access to the data, including what type of access, and
what we will do on a 'request to be forgotten'.

User-level data (the learner)

Account-level data (the organisation to which the learner belongs)

Site-level data (the training provider)

User-level data (the learner)

Learner login history, including IP addresses used

What do we do with it & why? Displayed to Account managers for audit purposes to track the work effort of the user over time. Also displayed to Site administrators as a means to check for and prevent license sharing by users.

Lawful basis & justification? Legitimate interests. Account managers want to track the work effort of the team Site administrators need to check for and prevent license sharing.

Your access? Viewable by the learner. Not editable. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Questions posed by learner regarding a concept being taught

What do we do with it & why? Displayed to other users in the community to solicit answers from community members.

Lawful basis & justification? Legitimate interests. It is in the interest of all learners in order to extend learning and understanding.

Your access? Viewable & deletable by the learner. Other's access? Viewable by other learners, and viewable & deletable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will anonymize this data so that it has no link to the learner.

Your answers to other's questions

What do we do with it & why? Displayed to other learners in the community to extend learning & understanding.

Lawful basis & justification? Legitimate interests. It is in the interest of all learners in order to extend learning and understanding.

Your access? Viewable & deletable by the learner. Other's access? Viewable & deletable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will anonymize this data so that it has no link to the learner.

Your comments posted regarding a concept being taught

What do we do with it & why? Displayed to other users in the community to extend learning & understanding.

Lawful basis & justification? Legitimate interests. It is in the interest of all learners in order to extend learning and understanding.

Your access? Viewable & deletable by the learner. Other's access? Viewable & deletable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will anonymize this data so that it has no link to the learner.

Study data. time spent in course, points & badges awarded

What do we do with it & why? Gamification. Displayed to the learner and account admin to motivate the learner to more fully engage.

Lawful basis & justification? Legitimate interests. Enables the learner and management to judge engagement.

Your access? Viewable by the learner. Not editable. Other's access? Viewable by other learners in the community, and account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Exercise response data. correct/incorrect, number of attempts, average time, score

What do we do with it & why? Enables the learner and management to judge learner progress.

Lawful basis & justification? Legitimate interests. Enables the learner and management to judge learner progress.

Your access? Viewable by learner. Not editable. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Learner's assignment responses & instructor assessment

What do we do with it & why? Enables course author to make a subjective assessment of the learner's understanding of a concept.

Lawful basis & justification? Legitimate interests. Enables the learner and management to judge learner progress.

Your access? Viewable by the learner. Not editable. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Email addresses

What do we do with it & why? Used to email the learner regarding:

new course enrollments
course change updates
notifications of marked assignment submissions
notifications of test/exam results
course completion
password resets
etc.

Calibrae does not use stored email addresses for general marketing purposes.

Lawful basis & justification? Legitimate interests. Enables the system to keep the learner updated with important information.

Your access? Viewable and auditable by the learner. Other's access? Viewable and editable by account, site & platform administrators. Sent to Stripe when credit card payment is made by user. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Copies of emails sent

What do we do with it & why? We keep copies of sent emails for audit, troubleshooting and dispute purposes. Having access to sent emails enables support to determine exactly what has been communicated to the learner.

Lawful basis & justification? Legitimate interests. Enables support to troubleshoot communication issues.

Your access? Viewable by the learner. Emails sent to learners are not editable. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Location: country & city (optional)

What do we do with it & why? Displayed to site administrators to provide awareness of where learners are located around the world.

Lawful basis & justification? Legitimate interests. Enables site administrators to tailor course content based on geographical needs.

Your access? Optional. Viewable & editable by the learner. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data.

League table preference. Be included in league table (default: opted out)

What do we do with it & why? Determine whether or not to list the learner in a public facing performance league table.

Lawful basis & justification? Legitimate interests. It is in the interest of learners to have the option of being included in a public facing league table to publicly demonstrate their ability.

Your access? Viewable & editable by account/site/platform admin and user. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Certification data in public registry (default: opted out)

What do we do with it & why? Enables interested 3rd parties to view/validate certification details of an opted-in learner.

Lawful basis & justification? Legitimate interests. It is in the interest of the user to have the option to opt-in in order that interested 3rd parties can validate their credentials online.

Your access? Viewable by the learner. The learner can change the opted setting. Certification data is not editable. Other's access? If opted in, certification data is viewable by any interested party from the internet.

On 'request to be forgotten'? We will permanently delete this data.

Position & Group in company (optional)

What do we do with it & why? Displayed to others in the community to indicate role/level of experience

Lawful basis & justification? Legitimate interests. It is in the interest of learners to let others know of their role/level of experience.

Your access? Viewable and editable by the learner. The learner also has control over whether or not this data is displayed to others in the community. Other's access? If opted in, position and group data is viewable by other learners in the community. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Course licensing & invoice data relating to course enrollments

What do we do with it & why? Allow/deny access to courses by individual learners.

Lawful basis & justification? Legitimate interests. Learners accept the system needs to keep licensing data in order to allow/deny access to courses.

Your access? Viewable by the learner. Not editable. Other's access? Viewable by account, site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

History of reported platform issues

What do we do with it & why? Enables platform support to track & respond to platform level issues

Lawful basis & justification? Legitimate interests. It is in the interest of learners to report bugs so that they can be addressed.

Your access? Viewable by the learner. Not editable. Other's access? Viewable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete then anonymize this data.

Live class enrollment schedule/history

What do we do with it & why? Displayed to the learner and live class instructor so that both parties have ready access to their scheduled classes.

Lawful basis & justification? Legitimate interests. It is in the interest of learners to know which live classes they are scheduled to attend.

Your access? Viewable & editable by the learner. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete then anonymize this data.

Account-level data

Company name

What do we do with it & why? Displayed on invoices, for audit

Lawful basis & justification? Legitimate interests. For audit purposes, it is in the interest of accounts, sites and the platform to record invoice details, including the company name.

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Tax details on purchases (VAT, etc). Includes self-declared tax liability, registered tax number & country of registration. Entered at time of course purchase.

What do we do with it & why? Determines if any tax should be charged in addition to the course fee

Lawful basis & justification? Legitimate interests. Useful when arbitrating possible disputes over tax liabilities

Your access? Viewable through the site, but not editable. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Phone number (A phone number for an account is optional)

What do we do with it & why? Used by platform and site administrators to call account administrators regarding course/user issues

Lawful basis & justification? Legitimate interests. In the interest of both parties to quickly solve issues.

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Address (An address for an account is optional)

What do we do with it & why? Displayed on invoices, for audit

Lawful basis & justification? Legitimate interests. For audit purposes, it is in the interest of accounts, sites and the platform to record invoice details, including the company address.

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Community preferences (scope of community, hide/show user-ID in posts, hide/show awards, etc)

What do we do with it & why? Allows accounts to choose how its users interact with the broader community.

Lawful basis & justification? Legitimate interests. Gives power/choice to the account regarding how it wishes its learners to interact with the broader community.

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

List of users in the account

What do we do with it & why? Allows accounts to manage their learners.

Lawful basis & justification? Legitimate interests. Gives power/self-sufficiency to the account to manage their own learners at the individual level.

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

List of groups in the account, each with users that belong to the group

What do we do with it & why? Allows accounts to manage learners by group.

Lawful basis & justification? Legitimate interests. Gives power/self-sufficiency to the account to manage their own learners at the group level

Your access? Viewable & editable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Course licensing & invoice data for course enrollments

What do we do with it & why? Allow/deny access to courses by individual users from a customer account

Lawful basis & justification? Legitimate interests. Accounts accept the system needs to keep licensing data in order to allow/deny access to courses

Your access? Viewable by the account administrator. Other's access? Viewable and editable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Campaign Metrics Users within an account are invited to take a quiz to determine how much they know on the subject.

What do we do with it & why? Used by account management to survey existing knowledge of the team.

Lawful basis & justification? Legitimate interests. It is in the interest of accounts to have an understanding of the existing knowledge of the team.

Your access? Viewable by the account administrator. Quiz results also viewable by the user via email notification Other's access? Viewable by site & platform administrators. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Site-level data

Stripe key

What do we do with it & why? Sent to Stripe by the platform when the site receives payment for a course license.

Lawful basis & justification? Legitimate interests. It is in the interest of the site for the platform to facilitate payment by site's customers for courses.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Company details, inc address, phone, Company num, VAT num

What do we do with it & why? Displayed on invoices, for audit.

Lawful basis & justification? Legitimate interests. For audit purposes, it is in the interest of accounts, sites and the platform to record invoice details, including the company details.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Bank details: bank name, sort code, account number. Also includes site's payment terms offered to the site's customers

What do we do with it & why? Displayed on invoices, and used for audit

Lawful basis & justification? Legitimate interests. For audit purposes, it is in the interest of accounts, sites and the platform to record invoice details, including the bank payment details.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Managed domain - site URL

What do we do with it & why? The managed domain is the web address through which site users access the site and its content.

Lawful basis & justification? Legitimate interests. It is in the interest of both site and learner to have a published web address through which the site can be accessed.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Course content: lessons, exercises, exams, classes, downloads, exams, etc

What do we do with it & why? Course content is displayed to licensed users for purposes of teaching, learning and assessing learning.

Lawful basis & justification? Legitimate interests. It is in the interest of both site and learner to have published course content through which teaching, learning, and assessment can take place.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Course admin: price plans, discounts, stats

What do we do with it & why? Displayed to accounts and users so they know how much course licenses will cost. Displayed in invoices.

Lawful basis & justification? Legitimate interests. It is in the interest of both site, account and learner to know the cost of course licenses

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Chargeable tax data (VAT, Sales Tax, etc)

What do we do with it & why? Displayed to accounts and users so they know how much tax will be charged. Displayed in invoices.

Lawful basis & justification? Legitimate interests. It is in the interest of both site, account and learner to know how much tax is charged.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Branding: company logo, messaging for home-page, etc

What do we do with it & why? Displayed to users as they use the site to give branding to the user experience.

Lawful basis & justification? Legitimate interests. It is in the interest of both site and user to have a branded training experience.

Your access? Viewable & editable by the site administrator. Other's access? Viewable & editable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will permanently delete this data.

Invoices from platform, including active-user history

What do we do with it & why? Displayed to site admins for audit purposes.

Lawful basis & justification? Legitimate interests. It is in the interest of both site and platform to have an audit trail of platform-level invoices, including active-user history.

Your access? Viewable by the site administrator. Other's access? Viewable by the platform administrator. Not shared with anyone else.

On 'request to be forgotten'? We will soft delete this data, keeping it in archive solely for audit purposes.

Sales & invoice data of site sales to their customer accounts

Data Governance - how we manage it

At Calibrae, we are serious about protecting data and privacy. We have a nominated director who is responsible to the CEO and Calibrae Board for the management and protection of personal data.

Data Protection Officer

Our CTO is designated as the Data Protection Officer. To contact the DPO email dpo@calibrae.com.

Data Protection Impact Assessments

Part of our process to secure data is to hold periodic Data Protection Impact Assessments - something we do at least on a 3 year cycle. Conducting DPIAs is the responsibility of our DPO. Calibrae directors then have shared responsibility to ensure that any issues identified in the DPIA are prioritised, addressed and rectified.

Data incidents and how they will be handled

Any data breach, whether suspected or actual, is reported to DPO upon discovery of the breach. The DPO will work with all/any relevant parties to investigate the report, and if confirmed:

do all necessary to contain the breach
determine the full particulars of it
work out what needs to be done to resolve and remedy the situation properly
establishing who needs to be notified, including, potentially the police if equipment or records have been stolen
notify the identified parties within 72 hours

The DPO will then conduct a more thorough investigation and assessment of the breach to determine the scale of the breach, including:

the scale of severity - the type of data released, the size of the compromised data set and the number of people affected, and whether or not the data has been released outside of the company
who will be affected by the breach and to what degree
how much data is involved
how many data subjects will be affected
the consequences of the breach
etc.

The DPO will also determine if the Information Commissioner’s Office needs to be informed, as well as informing the individual data subjects whose data is involved in the breach. All decisions made are documented, along with the reasoning.

Once the breach itself is resolved and all necessary parties notified, the DPO will document which steps should be taken to prevent similar breaches from occurring in the future. Existing practices, procedures, and measures will be critically evaluated, and changes and improvements implemented.

Data retention - what happens to your data if you close your account

In the Privacy Policy section of this document, we outline which of 4 possible actions we will take regarding different types of data when a request is made for the data to be forgotten:

permanently delete the data,
soft delete the data,
soft delete the data, keeping it in archive solely for audit purposes, or
soft delete then anonymize the data.

Upon formal closure of your account, we will apply the defined actions to your data as described in each data type above.

GDPR training for Calibrae staff

All Calibrae staff are required to compete training to help them better understand how to keep data secure and identify attempts to breach our security measures. It also helps them better understand their responsibilities and the consequence of any breach.

Staff are required to refresh their training every two years.

Calibrae data breach risk assessment

Our DPO conducts periodic risk assessments relating to the protection of personal data. The assessment process includes:
- creating an action plan to control/mitigate any discovered risks
- prioritisation of tasks on the plan, depending on severity
- a review process to follow up on actions/controls/mitigations
- reporting any issues to senior management

DSARs - how to request access to your data and how we handle such requests

As stated above, practically all of your information is accessible by you directly through the Calibrae user interface, enabling you to view your own data. For any further data access requirements, email your requirements to getintouch@calibrae.com, and we will process your request within 30 days.

Correcting errors in your data, and how to make a correction

As stated above, practically all of your information is accessible and editable by you directly through the user interface, enabling you to update your own data. For any further change requirements, email your requirements to getintouch@calibrae.com, and we will process your request within 30 days.

Data erasure - how to request it and what we do

Our process for erasing your data, and what that means, is defined above in section Data Retention - what happens to data if you close your account. To request erasure of your data, send an email with your requirements to getintouch@calibrae.com, and we will process your request within 30 days.

The following legal terms are those pertaining to this Calibrae hosted training portal - horibamira. They outline the legal agreement between horibamira and you, and, if different to Calibrae's data-usage policy, includes details of how horibamira uses your data.

Calibrae is not responsible or liable in any way for the terms presented below.

Terms and Conditions

Basis Of Contract

1.1 All research, testing, design, development, services, supply of goods, hire of facilities or project work of any kind (hereinafter referred to as "the Project") carried out by HORIBA MIRA Limited Watling Street, Nuneaton, Warwickshire, CV10 0TU (“HORIBA MIRA”) for a person who purchases works from HORIBA MIRA (“the Client”) is carried out subject to the following terms and conditions (“the Conditions”) to the exclusion of any other terms including conditions, warranties or representations written or oral, expressed or implied, even if contained in the Client's purchase order or any other documents which purport to provide that the Client's own or some other terms shall prevail.

1.2 Any proposal made by HORIBA MIRA (“the Proposal”) for carrying out the Project is given subject to these Conditions and, without prejudice to HORIBA MIRA’s right not to accept an order, the Proposal will be valid for thirty (30) days unless previously withdrawn or specified in the Proposal to the contrary.

1.3 The Conditions cannot be varied save with the written consent of an executive director or the company secretary of HORIBA MIRA.

1.4 Each order for Project Works submitted by the Client to HORIBA MIRA shall be deemed to be an offer by the Client to purchase the Project Works subject to these Conditions and the terms set out in the Proposal (together, “the Contract”) only from the date thereof and is subject to confirmation by HORIBA MIRA at the time of acceptance.

1.5 No order placed by the Client shall be deemed to be accepted by the Client until a written acknowledgement of order is issued by HORIBA MIRA or (if earlier) HORIBA MIRA commences performance of the Project Works. Any order shall be accepted entirely at the discretion of HORIBA MIRA.

1.6 The specification (“the Specification”), the programme of works (“the Programme of Works”) and any assumptions (“the Assumptions”) on which the Project is to be provided by HORIBA MIRA to the Client shall be as detailed in the Proposal.

1.7 The Client acknowledges and agrees that it is its sole responsibility to ensure that the Specification and Assumptions made in the Proposal are complete and accurate and to advise HORIBA MIRA of any incorrect assumptions prior to the commencement of the Project. The Client shall be solely responsible for the accuracy of designs, drawings, specifications and other data supplied to HORIBA MIRA and inconformity with which HORIBA MIRA is to perform the Project Works even if HORIBA MIRA examines, inspects, studies or comments to the Client upon any such designs, drawings, specifications or other data. In the event that any of the Assumptions are incorrect, HORIBA MIRA reserves the right to make such amendments to the Proposal, including without limitation the Specification, the Price, the Programme of Works and any other matters as it deems appropriate. HORIBA MIRA may at any time make changes to the Project which are deemed necessary to comply with statutory requirements.

1.8 The Project will be carried out in accordance with the Contract. The content of any material provided for marketing purposes, price lists, advertisements or other published matter are intended to present a general idea of HORIBA MIRA's goods and services and none shall form a part of the Contract or be considered a collateral warranty or a representation inducing the same.

1.9 If following acceptance of the Proposal the Client requests that HORIBA MIRA carry out additional work in connection with the Project then HORIBA MIRA may, at its sole discretion, agree to a variation of the Contract terms. HORIBA MIRA shall be under no obligation to accept such additional work. If HORIBA MIRA agrees to accept the additional work, it shall issue a written variation to the Proposal with the terms set out in accordance with the Scope Change Management Process in paragraph 2 of the Proposal. The Clients authorised representative shall sign and return the written variation to HORIBA MIRA within thirty (30) days.

1.10 All times for completion of the Project stated in the Contract are approximate only and are given without commitment, unless expressly stated otherwise in the Proposal and Time for delivery of the Project shall not be of the essence.

1.11 If it is expressly stated in the Proposal that HORIBA MIRA will be adhere to an agreed timetable then, in the event that delays are caused by the Client, including but not limited to, the failure of the client’s, it’s agents, or suppliers, to give instructions, supply data, drawings, information, equipment, materials, components, vehicles and the like (“Client Supplied Items”) on time and to the quality specified in the Proposal without any defect, HORIBA MIRA shall be entitled upon written notice and at its sole discretion to extend the time for delivery and charge the Client for all costs incurred as a result of such extension together with any costs incurred in correcting, repairing or rectifying defects in Client Supplied Items.

1.12 Neither party to this Contract shall be liable for failure to perform the Contract if performance is prevented, hindered or delayed, whether directly or indirectly, by means of any event beyond its reasonable control, including but not limited to war, civil commotion, government restrictions, lock-outs, strike, mutiny, fire, ice, transport difficulties, adverse weather conditions, accidents or stoppage to works, none or restricted availability or late delivery of fuel, power, or raw materials, difficulties with or non-performance by any supplier or sub-contractor or any other cause whatsoever whether such cause existed or was foreseeable at the date of the Contract or not (“Force Majeure Event”) and shall be entitled, without liability on its part and without prejudice to its other rights, to suspend or determine the Contract or any unfulfilled part thereof, or at its option to effect partial performance if it is affected by a Force Majeure Event.

2 Price and Payment

2.1 The price for the Project Works (“the Price”) shall be as set out in the Proposal and shall, unless expressly specified, be exclusive of all duties, taxes (including any withholding tax and VAT or equivalent local taxes). All such duties and taxes shall be paid by the Client. On request by the Client HORIBA MIRA may agree at its sole discretion to cover other costs and expenses in addition to the Price, such as shipping, freight, packaging, transport, spare and replacement parts, equipment, materials, and services which shall be charged to the Client at the cost price to HORIBA MIRA plus a handling charge of fifteen (15) per cent of the cost price.

2.2 HORIBA MIRA shall invoice the Client for the Price and any other sums payable in accordance with the Payment Schedule set out in the Proposal. In the absence of a Payment Schedule in the Proposal HORIBA MIRA shall be entitled to invoice the Client for all work undertaken on a monthly basis.

2.3 Payment of invoices is due within thirty (30) days of the date HORIBA MIRA's invoice unless otherwise expressly agreed in the Payment Schedule. In the case of a Client resident outside the United Kingdom, payment will, if so required by HORIBA MIRA, be made by confirmed irrevocable letter of credit in a form and issued by a bank acceptable to HORIBA MIRA (all charges for the Client's account). Time for payment shall be of the essence.

2.4 In the event that payment is not received within thirty (30) days and in accordance with the Payment Schedule (if applicable) HORIBA MIRA shall be entitled to:

(a)Charge interest at the rate of four (4) per cent per annum above the base lending rate of Royal Bank of Scotland Plc, calculated on a day to day basis on each invoice from the due date of payment until the actual date of payment;

(b)suspend provision of the Project Works without liability to the Client until the outstanding amount is paid in full, amend the Programme of Works accordingly and invoice any additional costs incurred by HORIBA MIRA as a result of the suspension to the Client;

(c)terminate the Contract in accordance with clause 8.

2.5 If, by reason of any rise or fall in the cost of materials, fuel, power, overheads, equipment, labour, or transport, or of conforming to any legislation or any order, regulation, or bye-law made with statutory authority by government departments or by local, or other authorities after the date of quotation the cost to HORIBA MIRA of performing its obligations under the Contract shall be increased then HORIBA MIRA may, upon notice to the Client, increase the Price to reflect this, provided that no account shall be taken of any amount by which any cost incurred by HORIBA MIRA has been incurred by HORIBA MIRA's default or negligence.

2.6 If any tax is levied by a non-UK government in connection with the provision of the Project Works, the Client shall provide HORIBA MIRA with the necessary tax certificates to enable HORIBA MIRA to recover the taxes to the fullest extent possible under any agreement for the avoidance of double taxation between the UK Government and the non-UK government levying the tax charge.

2.7 If any deduction or withholding is required by any law, practice or regulation (whether or not such practice or regulation has the force of the law) in respect of any payment due from the Client to HORIBA MIRA under the Contract or is any event made, the relative sum payable by the Client shall be increased so that, after making the minimum deduction or withholding so required, the Client shall pay to HORIBA MIRA and HORIBA MIRA shall receive and be entitled to retain on the due date for payment a net sum at least equal to the sum which it would have received had no such deduction or withholding been required to be, or had in fact been made.

3 Delivery, Acceptance and Warranties

3.1 Unless otherwise agreed in writing by HORIBA MIRA delivery of the Deliverables and any other Project Works shall take place at HORIBA MIRA’s place of business in normal business hour and the Client shall take delivery of the Deliverables and any Project Works as soon as possible following notice that such are ready for delivery.

3.2 If for any reason the Client does not accept delivery of any of the Deliverables or Project Works when they are ready for delivery, or HORIBA MIRA is unable to deliver on time because the Client has not provided appropriate instructions, documents, licences or authorisations then the Deliverables or Project Works will be deemed to have been delivered, risk passing to the Client (including for loss or damage caused by HORIBA MIRA’s negligence) and the Client shall be bound to pay the Price as if the Deliverable had been delivered in accordance with the Contract.

3.3 The Client shall be deemed to have accepted the Deliverables and Project Works as being in accordance with the Contract unless:

(a) within 14 days of the date of delivery of the Deliverables, the Client notifies HORIBA MIRA in writing of any defect or other failure of the Deliverables to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Deliverables within 14 days); or

(b) the Client notifies HORIBA MIRA in writing of any defect or other failure of the Deliverables to conform with the Contract within a reasonable time where the defect or failure would not be so apparent within 14 days of the date of delivery,

failing which the Client shall not be entitled to reject the Deliverables and HORIBA MIRA shall have no liability for such defect or failure, and the Client shall be bound to pay the Price as if the Deliverable had been delivered in accordance with the Contract.

3.4 Deliverables, once delivered, may not be returned unless their return is agreed in advance in writing by HORIBA MIRA, and subject to the following conditions:

(a) Deliverables are returned in a new and unused condition;

(b) Any packaging remains unbroken and in reasonable condition;

(c) Returns are made within 3 weeks of delivery of those Deliverables, all transport and other re-delivery costs of whatever nature paid by the Client;

(d) Returned goods shall be accompanied by a written record of invoice number, date and a note of reasons for their return.

3.5 HORIBA MIRA shall carry out the Project Works in accordance with the Specification and the Contract using reasonable skill and care in accordance with good engineering practice. HORIBA MIRA shall not be responsible for ensuring the accuracy of the results of any Project in respect of which HORIBA MIRA has acted as support rather than as main provider, nor for the accuracy of any tests or other Projects carried out elsewhere than at HORIBA MIRA’s premises or those of HORIBA MIRAs subcontractors.

3.6 HORIBA MIRA gives no warranty that the Project Works or the Deliverables will be satisfactory or fit for the purposes of the Client and the Client acknowledges and agrees that it is its sole responsibility to ensure that the Specification is accurate and correct. It is expressly agreed that all representations, conditions or warranties and other terms implied by statute or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

3.7 Subject to the Client bearing any related costs, HORIBA MIRA shall to the extent possible assign to the Client the benefit of any warranty, guarantee or indemnity given by any third-party supplier of components, parts, software or third-party products.

3.8 If, within one (1) year from the date of delivery (or the date when HORIBA MIRA first attempted to deliver to the Client), whichever is the sooner, the whole or any part of the Deliverables are defective due to faulty workmanship, materials or design HORIBA MIRA will, at its sole discretion, either repair or replace the Deliverables free of all charge to the Client or refund to the Client the purchase price of the defective Deliverables. The Client must notify HORIBA MIRA of any such defect and return, at the Client’s cost the defective Deliverables to HORIBA MIRA’s premises for inspection, and repair or replacement if necessary. In the event that the returned Deliverables are not faulty, and/or the warranty does not apply then the Client shall pay HORIBA MIRA for all inspection and out of warranty repairs. This warranty does not apply where:

(a) defects are caused by the Deliverable not being used in accordance with HORIBA MIRA's instructions, whether written or verbal;

(b) any parts of the Deliverable have been specifically excluded from this warranty in the Proposal;

(d) defects have arisen from fair wear and tear, wilful damage, negligence or abnormal conditions;

(e) the total price for the Deliverables has not been paid by the due date for payment;

(f) for any parts, materials or equipment not manufactured by HORIBA MIRA in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to HORIBA MIRA to the extent that they are assignable by HORIBA MIRA to the Client; and

(g)for any deliverable manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to HORIBA MIRA by the Client or for and Project Works provided in accordance with Specifications, instructions or recommendations issued by the Client.

4 LIABILITY

4.1 Nothing in these Conditions shall limit or exclude HORIBA MIRA’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

4.1.1 Subject to clause 4.1:

(a) HORIBA MIRA shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;

(b) In the event that a destructive test fails for any reason directly attributable to HORIBA MIRA, liability to the Client shall be limited to carrying out a further test free of charge; and

(c) HORIBA MIRA’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the Price or £1,000,000 whichever is the lower

4.2 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

5. Risk and Title

5.1 Risk in the Deliverables and any Project Works shall pass to the Client immediately upon notification from HORIBA MIRA to the Client that the Deliverables are available. Title in the Deliverables shall remain with HORIBA MIRA until such time as the Client has made payment in full of the Price, at which time title in the Deliverables passes to the Client.

5.2 Where the Deliverables are delivered to the Client prior to title in the Deliverables passing to the Client:

(a) The Client shall hold the Deliverables in a fiduciary capacity and as bailee for HORIBA MIRA and shall keep the Deliverables properly stored, protected and insured and identified as HORIBA MIRA's property at the premises to which HORIBA MIRA delivered the Deliverables.

(b)HORIBA MIRA shall be entitled to re-take possession of the Deliverables without prejudice to any of its other rights against the Client and HORIBA MIRA is hereby granted a licence to enter into any property or premises owned, occupied or controlled by the Client for the purpose of recovering the Deliverables.

(c) The Client shall not pledge the Deliverables or in any way charge the Deliverables by way of security for an indebtedness.

6 Client Supplied Items

6.1 All Client Supplied Items are to be delivered to HORIBA MIRA by the Client or his agent free of all charge in accordance with the Proposal, or if no time is stipulated in the Proposal, in sufficient time for HORIBA MIRA to carry out the Project in accordance with the Proposal. HORIBA MIRA shall not be liable for any defect, failure or delay in respect of Client Supplied Items, or any defect arising from fair wear and tear, misuse, alteration, amendment or repair.

6.2 In the event that HORIBA MIRA has disposed of Client Supplied Items HORIBA MIRA shall account to the Client for the balance of any sales proceeds thereof which is over and above the sums owed to HORIBA MIRA.

6.3 HORIBA MIRA complies strictly with all applicable U.S. UK and international export control laws and regulations, including Arms Export Control Act and ITAR. This Contract is therefore subject to both parties obtaining all any necessary Export licences. and consents. For HORIBA MIRA to comply with export control regulations you must:

(i). On request, provide information about the End-Use, the End-User and ultimate destination of goods and/or technology to be supplied by completing an End User Declaration;

(ii) Complete any requests for Goods Classification;

(iii) Apply for, in a timely manner, any foreign export licence required for HORIBA MIRA to import or have access to receive goods and/or technology required to carry out the work;

(iv) If the goods or technology are ITAR controlled, provide HORIBA MIRA with a Technical Assistance Agreement (TAA), Manufacturing Licence Agreement (MLA) or other relevant authority from the US State Department e.g. DSP-5, 73, 83 or 85;

(v) If the goods or technology are US EAR controlled (other than EAR99) provide HORIBA MIRA with the Export Control Classification Number (ECCN) and relevant authorisation from the US Department of Commerce;

(vi) If you are re-exporting goods supplied to you from HORIBA MIRA it is entirely your responsibility to ensure that the relevant export authorisations are in place prior to re-export.

6.4 You shall indemnify and hold harmless HORIBA MIRA from and against any claim, proceeding, action, fine, losses, costs and damages arising out of or relating to your non-compliance with Export Control regulations

Any charges incurred by HORIBA MIRA for provision of material or for transportation, customs clearance, storage or handling will be charged to the Client and shall be charged at the cost price to HORIBA MIRA plus a fifteen (15) per cent charge levied by HORIBA MIRA. The Client shall ensure that Client Supplied Items shall be in a safe condition and fit for the purpose intended. Such Client Supplied Items will, unless a specific undertaking is given by HORIBA MIRA in the Proposal, remain at the risk of the Client at all times. The Client shall collect or arrange for the storage of any equipment supplied by the Client or on his instruction within thirty (30) days of being notified that it is ready for collection. In case of default by the Client, HORIBA MIRA reserves the right to arrange for storage and to charge the Client with all storage and handling costs incurred. In the event that Client Supplied Items remain uncollected six (6) months after notification of availability for collection, HORIBA MIRA reserves the right to dispose of the Client Supplied Items as it thinks fit, at the expense of the Client and without recompense to the Client.

6.6 If HORIBA MIRA specifically agrees in the Proposal that the risk in Client Supplied Items shall pass to HORIBA MIRA then the Client will advise HORIBA MIRA of the value of the Client Supplied Items prior to delivery so that HORIBA MIRA may subject to verification, take steps to insure the same for such value whilst at HORIBA MIRA’s premises and under HORIBA MIRA’s control. For the avoidance of doubt HORIBA MIRA shall not be liable for or be obliged to insure Client Supplied Items whilst they are being used by employees or representatives of the Client at HORIBA MIRA’s premises or elsewhere.

6.7 The Client shall provide or procure the provision of technical support, instructions, and training relating to the use of the Client Supplied Items from time to time as required in order to support the Project.

6.8 The Client shall be responsible for the health and safety of HORIBA MIRA’s employees, contractors and personnel whilst on the Client’s premises and whilst using any of the Client’s systems or equipment, including without limitation Client Supplied Items whether on or off the Client’s premises; and notify HORIBA MIRA promptly of any risk, safety issues or incidents arising in respect of the Input Material or in any processes or systems used at the Client’s premises.

6.9 The Client warrants that the Client Supplied Items do not infringe the Intellectual Property Rights of any third party and shall indemnify and hold harmless HORIBA MIRA and its employees from and against any loss, claim, damage or liability that may result from any third party claim that the Client Supplied Items or the Client Background Intellectual Property infringes the rights of a third party.

7 Intellectual Property

7.1 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

7.2 "Background Intellectual Property" means the Intellectual Property Rights owned or controlled by either party before the date of the Contract which are utilised in relation to the Project.

7.3 "Foreground Intellectual Property" means the Intellectual Property Rights in the Specification, the Project or the Deliverables which is generated by the Client, or HORIBA MIRA, or any third party working for either of them in the performance of the Project.

7.4 All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use Background Intellectual Property has derived).

7.5 Foreground Intellectual Property shall vest in and be owned by the Client..

7.6 The Client grants HORIBA MIRA a royalty free licence to use its Background Intellectual Property for the purposes of the Project.

7.7 Each party shall immediately give written notice to the other party of any actual, threatened or suspected infringement of any party’s Background Intellectual Property or Foreground Intellectual Property.

7.8 Unless otherwise stated in the Proposal, the Price does not include the cost of searches in third party indexes to identify any existing third-party rights in relation to the Specification, the Deliverables or the Project and HORIBA MIRA shall not be obliged to carry out any such searches unless specifically requested to do so by the Client at the Client’s sole cost.

7.9 HORIBA MIRA shall grant the Client a non-exclusive, non-transferable, perpetual, royalty free licence, but without the right of sub-license (save in accordance with this clause 7.9), to use the Intellectual Property Rights in the Deliverables solely for the purpose of and in connection with Deliverables and not for any other purpose without HORIBA MIRA’s express prior written consent. The rights granted by this clause 7.9 may only be sub-licensed to such of the Client’s production suppliers who have a need to know and solely on the basis that (i) such sub-license is only for use in connection with the Deliverables and (ii) notice and details of such sub-license, including without limitation the name of the sub-licensee, are promptly given to HORIBA MIRA.

7.10 The Client shall not in any publication or publicity material at any time make use of any report or statement issued by HORIBA MIRA, nor any extract therefrom, nor refer to the fact that any product or process has been the subject of a contract with HORIBA MIRA in any publication or publicity material without the express written permission of an executive director or the company secretary of HORIBA MIRA, such permission shall not be unreasonably withheld.

8 Term and Termination

8.1 The Contract shall continue in full force and effect until completion by both parties of their respective obligations hereunder unless terminated earlier in accordance with clause 8.2 save that HORIBA MIRA may terminate the Contract with immediate effect in the event of an irremediable breach by the Client.

8.2 This agreement may be terminated by:

(a) either party if the other continues in default of any obligation imposed upon it hereunder for more than thirty (30) days after written notice has been dispatched by that party by recorded delivery or courier requesting the other to remedy such default;

(b) HORIBA MIRA on written notice to the Client in the event that the Client fails to pay the Price when it falls due and fails to make payment after a further request for payment;

(c) either party on written notice to the other in the event that the other makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction) or an encumbrancer takes possession, or a receiver is appointed, of any property or assets of the other or the other ceases, or threatens to cease, to carry on business; or

(d) by either party on thirty (30) days written notice to the other if a Force Majeure Event affects the other party’s ability to properly perform its obligations under the Contract for a continuous period of at least 4 weeks.

8.3 In the event of termination of the Contract for any reason, the Client shall pay HORIBA MIRA for all work performed by HORIBA MIRA up to and including the actual date of such termination.

8.4 In the event of termination of the Contract for any reason (other than by the Client pursuant to clause 8.1), the Client shall additionally pay HORIBA MIRA for all costs incurred after the date of termination in winding down the Project including, inter alia and without limitation the dismantling of any test facilities, the storage and/or return of Client Supplied Items, preparatory work on Deliverables prior to delivery, delivery of the Deliverables, any third party supplier costs in respect of goods and/or services which cannot be terminated and the labour costs for HORIBA MIRA’s personnel and/or sub-contractors, involved in the performance of the Project, for up to a maximum of four (4) weeks from termination or such shorter period until HORIBA MIRA can place such personnel with alternative work. The Client shall also pay immediately on termination of a booking of a HORIBA MIRA Facility all termination payments (“Termination Payments”) set out in the Proposal, if not specified then default terms below are to be used:

Notice of Termination	% charges of total price
21+ days – prior to event	No charge
21 to 12 days – prior to event	20
11 to 6 days – prior to event	50
£ 5 days – prior to event	100

8.5 On termination, the Client Supplied Items will, at HORIBA MIRA’s sole option as notified to the Client, be returned to the Client by HORIBA MIRA and/or made available for collection from HORIBA MIRA’s premises and if the Client is responsible for collecting any of the Client Supplied Items from HORIBA MIRA’s premises, such collection may be made at any time during normal business hours on a day when the banks in the City of London are open with reasonable notice to HORIBA MIRA. If the Client fails to collect any Client Supplied Items or fails to provide delivery instructions within the time stated in the notification then, without prejudice to any other right or remedy which HORIBA MIRA may have, HORIBA MIRA may at its sole discretion: store the Client Supplied Item at its own premises or elsewhere and charge the Client for its reasonable costs including without limitation insurance for storage; and/or on notice to the Client, destroy the Client Supplied Items and charge the Client for its reasonable costs.

8.6 Any termination of the Contract shall not affect the accrued rights and obligations of the parties nor shall it affect any provision which is expressly or by implication intended to come into force or continue in force on or after such termination.

9 Confidentiality & DATA PROTECTION

9.1 The parties acknowledge and agree that the Confidentiality Agreement (if any) shall continue to apply in respect of the Contract. If there is not a Confidentiality Agreement in place between the parties, the following terms of this Condition 9 shall apply.

9.2 The parties (as “Receiving Party”) hereby acknowledge that the other (the “Disclosing Party”) has provided to the Receiving Party technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (“Confidential Information”) and in respect of all such Confidential Information the Receiving Party will:

(a) Treat it as confidential;

(b) Not use such Confidential Information for any purpose other than to perform its obligations under the Contract.

(c) Restrict its disclosure to such of its employees, agents and professional advisors as have a need to know and subject always to such employees and agents being under a similar duty of confidentiality: and

(d)Not disclose it to any third party without the prior written consent of the Disclosing Party.

9.3 The requirements of clause 9.1 shall not apply to any Confidential Information which:

(a) is or becomes common knowledge without breach of this clause 9 by the Receiving Party; or

(b) was in the Receiving Party’s possession prior to receipt from the Disclosing Party or developed for or by the Receiving Party at any time independently of any disclosure by the Disclosing Party; or

(c) the Receiving Party is required to disclose by law or other competent authority provided that the Receiving Party notifies the Disclosing Party, if permitted by law, as soon as it receives such a request for disclosure and affords to the Disclosing Party all such reasonable assistance as the Disclosing Party may request to prevent or limit such disclosure.

9.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this Clause , Data Protection Legislation means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK as amended from time to time.

9.5 This Clause 9 shall survive termination of the Contract.

10. General

10.1 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and shall not be entitled to assert any credit, set-off or counterclaim against HORIBA MIRA in order to justify withholding payment of any such amount in whole or in part. HORIBA MIRA may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by HORIBA MIRA to the Client.

10.2The Contract and any associated confidentiality or non-disclosure agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of HORIBA MIRA which is not set out in the Contract. Any prior statements, undertakings, documents or promises whether written or oral, express or implied made by either party shall have neither force nor effect.

10.3 If any of the provisions of the Contract is found by any Court or other competent authority to be void or otherwise unenforceable either in whole or in part such provision or part thereof shall be deleted, and the remaining conditions shall apply.

10.4 Nothing in the Contract shall create a partnership or joint venture between the parties and save as expressly provided in the Contract, neither party shall enter into or have authority to enter into any engagement or make representations or give any warranty either express or implied on behalf of or pledge the credit of or otherwise bind or oblige the other party.

10.5 No failure or delay by HORIBA MIRA in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by HORIBA MIRA of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.6 The Client may not assign the Contract nor any of the benefits or liabilities hereof in whole or in part without the express prior written consent of HORIBA MIRA, such consent not to be unreasonably withheld.

10.7HORIBA MIRA is entitled to sub-contract and/or assign any of its rights or obligations under the Contract, whether in connection with the performance of the Project or otherwise.

10.8 Any notice required or permitted to be given under the Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this clause 10.8 to the party giving notice.

10.9 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10.10 The Contract and all claims and disputes arising out of, or in connection with such, whether contractual or non-contractual shall be governed in all respects in accordance with the laws of England. All disputes or claims whether contractual or non-contractual in nature arising out of or relating the Contract shall be subject to the nonexclusive jurisdiction of the English Courts to which the parties irrevocably submit.

Version 5.3 5 August 2021