Full Terms And conditions

---

Terms & Conditions

Colour Dimensions Limited

1. About These Terms

1.1 Who we are

These Terms and Conditions govern your purchase of products and services from Colour Dimensions Limited, a company registered in England and Wales under number 15129379 with registered office at 8 Park Street, Baldock, SG7 6EA ("we", "us", "Supplier").

1.2 Who you are

These Terms apply to business customers only ("you", "Customer"). We do not supply to consumers. If you are purchasing as a consumer under the Consumer Rights Act 2015, please contact us before placing your order.

1.3 What we provide

We operate in two distinct roles:

· An authorised reseller/distributor of Insights Discovery profiles, reports, and associated materials ("Products").

· An independent IT consultancy, providing IT consulting services to a small number of clients ("IT Services").

These are separate activities and are invoiced separately.

1.4 The Contract

These Terms, together with our proposal or quotation, form the entire contract between us ("Contract"). The Contract comes into effect when you accept our proposal/quotation or when we deliver the Products or Services (whichever happens first).

These Terms apply to the exclusion of any other terms you seek to impose or which are implied by trade, custom, or practice.

1.5 Definitions

· "Business Day" means any day other than Saturday, Sunday, or a bank holiday in England and Wales.

· "Price" means the amount set out in our proposal/quotation.

· "Products" means Insights Discovery profiles, reports, materials, and any other goods we supply.

· "IT Services" means IT consulting services we provide independently of Insights work.

· "Services" means IT Services and any coordination or practical support we provide in relation to Products.

2. Products and Services

2.1 Description

The description of Products and Services is set out in our sales documentation and proposal/quotation. Descriptions are intended as a guide only.

2.2 Insights Products – our role

When you order Insights Products:

• We act as a reseller/distributor, placing orders with Insights Learning & Development Limited on your behalf.

• You or your accredited Insights Discovery facilitator (often within your organisation) are responsible for managing participant data, administering questionnaires, and running workshops via the Insights client platform.

• In some cases, at your request or your facilitator's request, we may generate a completed profile via the platform, download the profile PDF, and email it securely to the designated facilitator or contact. This is done strictly on your instructions and we do not retain the file beyond what is necessary to fulfil that request and support invoicing.

2.3 Our obligations for IT Services

In providing IT Services, we will:

• Co-operate with you in all matters relating to the Services and comply with reasonable instructions.

• Perform the Services with reasonable skill and care in accordance with good industry practice.

• Use personnel who are suitably skilled and experienced for the tasks assigned to them.

• Ensure Services conform with descriptions and specifications expressly agreed in writing in our proposal/quotation.

2.4 Your obligations

You will:

• Provide timely access to information, personnel, and facilities reasonably required for us to deliver the Services.

• Respond to requests for feedback or approvals within reasonable timeframes.

• Where applicable, ensure that participants or facilitators complete required actions (such as Insights questionnaires) by agreed deadlines.

2.5 Changes to specification

We may make changes to Products or Services required to comply with applicable safety, statutory, or regulatory requirements.

3. Scope and Nature of Insights Products

3.1 Purpose and limitations

Insights Discovery profiles are psychometric tools designed to support personal and team development. They:

• Are not medical, psychological, or therapeutic services.

• Are not capability assessments or suitability tests for employment decisions.

• Should be used as indicative development tools alongside other information and professional judgement.

3.2 Facilitator responsibility

Workshops, profiling administration, and coaching related to Insights Products are delivered by accredited Insights Discovery practitioners (who may be employed by you or operate independently). We do not provide these services as part of our standard offering.

4. Price and Payment

4.1 Price

The Price is set out in our current proposal/quotation or as otherwise agreed in writing. Prices are exclusive of VAT and any other applicable taxes, duties, or levies.

4.2 Price variations

For Services delivered over an extended period (more than 90 days from quotation), or where external factors beyond our control significantly affect our costs (including material costs, labour costs, exchange rates, or regulatory changes), we may increase the Price after notifying you in writing.

Prices for Products are subject to any changes imposed by Insights Learning & Development Limited under our distributor agreement.

4.3 Invoicing and payment terms

We will invoice you after delivery of Products or completion of Services (or on agreed milestone dates for phased projects). Payment is due within 30 days of the invoice date unless other credit terms have been agreed in writing.

4.4 Late payment

If you do not pay within the agreed period, we reserve the right to:

• Suspend further deliveries of Products or Services.

• Charge interest at 5% per annum above the Bank of England base rate from time to time on overdue amounts until paid in full.

Time for payment is of the essence.

4.5 Set-off

Neither party may withhold payment by asserting set-off, deduction, or counterclaim, except where liability has been finally determined by a court or agreed in writing between the parties, or as required by law.

4.6 Currency

All payments must be made in British Pounds (£ GBP).

5. Quotations and Cancellation

5.1 Quotation validity

Our proposal/quotation is valid for 30 days from the date shown, unless expressly withdrawn earlier.

5.2 Cancellation before acceptance

Either party may cancel the order for any reason before you accept (or reject) the proposal/quotation.

5.3 Cancellation after acceptance

If you wish to cancel after accepting our proposal/quotation, we reserve the right to charge:

• Fees for work already performed.

• Costs reasonably incurred (including third-party costs such as Insights licence fees already ordered or committed).

• Any non-refundable deposits stated in the proposal/quotation.

5.4 Scope changes

Any changes to the scope, deliverables, dates, or participant numbers after acceptance must be agreed in writing (including by email) and may result in adjustments to fees and timelines.

6. Delivery

6.1 Delivery of Products

Products are typically delivered electronically via the Insights client platform. Where we are asked to generate and send profile reports, we will deliver them to the email address specified by you or your facilitator.

6.2 Delivery of Services

IT Services will be delivered on the dates and at the locations (or remotely) as specified in the proposal/quotation or as otherwise agreed in writing.

6.3 Delays

If delivery or performance is delayed due to your failure to provide instructions, access, information, or facilities, we will not be liable for any resulting delay or additional costs.

7. Risk and Title (Products Only)

7.1 Risk

For physical Products (if any), risk passes to you on completion of delivery.

For electronic Products (profiles, reports), risk passes when the relevant file or access is provided to you or your designated contact.

7.2 Title

Title to Products does not pass to you until we have received payment in full (in cleared funds) for:

(a) The Products in question; and

(b) Any other Products or Services we have supplied to you for which payment has become due.

8. Intellectual Property and Licensing

8.1 Insights Discovery IP

All intellectual property rights in Insights Discovery profiles, evaluator tools, models, graphics, reports, branding, and related materials remain the property of Insights Learning & Development Limited and its licensors.

We are authorised to distribute these materials under our distributor agreement. We do not create, modify, or interpret psychometric content.

8.2 Limited licence to Insights materials

You receive a non-exclusive, non-transferable, internal-use-only licence to:

• Use Insights Discovery profiles and reports for the named individuals and for the agreed development purposes only.

• Retain copies for your internal records.

You may not:

• Copy, modify, adapt, or create derivative works from Insights materials.

• Resell, redistribute, sublicense, or provide Insights materials to third parties.

• Use Insights materials to deliver your own commercial training or consultancy services unless separately licensed to do so by Insights.

• Use profiles as the sole basis for employment, recruitment, or termination decisions, or for any automated decision-making.

8.3 Our own IP (IT Services)

All intellectual property rights in materials we create in the course of providing IT Services (including presentations, documents, frameworks, and any branded content) remain our property unless expressly assigned in writing.

We grant you a non-exclusive, non-transferable licence to use such materials internally for the purposes of the engagement only. You may not reproduce, distribute, or commercialise them without our prior written consent.

8.4 No assignment of IP

Nothing in this Contract assigns or transfers any intellectual property rights to you unless expressly stated in writing in the proposal/quotation.

9. Confidentiality

9.1 Confidential Information

Each party agrees to keep confidential any information disclosed by the other party that:

• Is marked as confidential or is clearly confidential in nature.

• Relates to the other party's business, operations, finances, customers, personnel, or intellectual property.

• Includes personal data of individuals.

9.2 Obligations

Each party will:

• Keep Confidential Information secure and not disclose it to third parties except as permitted below.

• Use Confidential Information solely for the purposes of performing the Contract.

• Limit disclosure to employees, subcontractors, and professional advisers on a strict need-to-know basis, ensuring they are bound by equivalent confidentiality obligations.

9.3 Exceptions

These obligations do not apply to information that:

• Is or becomes publicly available other than through breach of this clause.

• Was already known to the receiving party before disclosure.

• Is independently developed by the receiving party without reference to the Confidential Information.

• Must be disclosed by law, regulation, or court order (provided the disclosing party gives reasonable prior notice where legally permissible).

9.4 Duration

Confidentiality obligations continue for 3 years after termination or completion of the Contract.

10. Data Protection

10.1 Roles and compliance

In most cases, we act as an independent data controllerfor business contact, correspondence, and billing data.

Where we generate and send Insights profile PDFs at your or your facilitator's request, we act as a data processor for the limited purpose of fulfilling that instruction. We do not collect, calculate, or store psychometric data beyond what is necessary to complete the requested task and support invoicing.

Both parties will comply with applicable data protection laws (UK GDPR and Data Protection Act 2018).

10.2 Data Processing terms

Our detailed data processing obligations for the narrow processor role described above are set out in the Data Processing Agreement at Schedule 1, which forms part of this Contract.

10.3 Key processing principles

When acting as a processor (for profile PDF generation and transmission), we will:

• Process personal data only on your documented instructions and for the purposes of delivering the Products.

• Implement appropriate technical and organisational security measures.

• Delete the profile file and related data once the workshop is completed and invoicing is finalised, unless retention is required by law.

• Assist you in responding to data subject rights requests as reasonably required.

10.4 Transparency to individuals

You (or the accredited facilitator managing the Insights engagement) are responsible for ensuring participants are informed about data processing activities. We will provide reasonable assistance, including making our privacy notice available.

11. Limitation of Liability

11.1 Scope

Our liability under the Contract (whether in contract, tort, negligence, breach of statutory duty, misrepresentation, or otherwise) is limited as set out in this section.

11.2 Exclusion of warranties

Subject to Section 11.6 below, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.3 Liability cap – IT Services

For IT Services, our total aggregate liability arising from or in connection with the Contract will not exceed the total fees paid or payable by you for the IT Services in the 12 months preceding the event giving rise to the claim (or, if the Contract is for a shorter period or one-off project, the total fees for that project).

11.4 Liability cap – Products

For Products, our total aggregate liability will not exceed the amount paid by you for the Products in question.

11.5 Excluded losses

We will not be liable (whether caused by our employees, agents, subcontractors, or otherwise) for:

(a) Any indirect, special, or consequential loss, damage, costs, or expenses.

(b) Loss of profits, anticipated profits, revenue, business, data, contracts, goodwill, or reputation.

(c) Business interruption or third-party claims.

(d) Failure or delay due to any cause beyond our reasonable control.

(e) Losses caused directly or indirectly by your failure to perform your obligations under this Contract.

(f) Losses relating to your choice of Products or Services or how they meet your specific requirements, except where we have expressly warranted suitability in writing.

11.6 Exclusions not covered

Nothing in this Contract excludes or limits our liability for:

• Death or personal injury caused by our negligence.

• Fraud or fraudulent misrepresentation.

• Any other matter for which it would be illegal to exclude or limit liability under applicable law.

12. Termination

12.1 Termination by us

We may terminate the Contract immediately by written notice if:

(a) You commit a material breach of your obligations and (if capable of remedy) fail to remedy it within 14 days of written notice.

(b) You fail to pay undisputed invoices within 30 days of the due date.

(c) You become subject to insolvency proceedings, bankruptcy, administration, voluntary arrangement, or any analogous event or procedure.

12.2 Effects of termination

Termination does not affect accrued rights, liabilities, or obligations. Provisions intended to survive termination (including confidentiality, intellectual property, liability, and data protection) continue in full force.

13. Force Majeure

13.1 Suspension of performance

Neither party will be liable for failure or delay in performing obligations if caused by circumstances beyond its reasonable control, including (but not limited to):

• Acts of God, fire, flood, storm, earthquake, or other natural disaster.

• War, terrorism, riot, civil unrest, or governmental action.

• Strikes, industrial action, or labour disputes (other than involving the affected party's own workforce).

• Pandemic, epidemic, or public health emergency.

• Failure of telecommunications, utilities, or transport networks.

13.2 Mitigation and notice

The affected party must:

• Notify the other party as soon as reasonably practicable.

• Take reasonable steps to mitigate the effects of the force majeure event.

13.3 Prolonged force majeure

If force majeure continues for more than 60 days, either party may terminate the affected part of the Contract by written notice. Fees for work performed up to termination remain payable.

14. General Provisions

14.1 Subcontracting

We may engage subcontractors and associates to assist in delivering the Services, but we remain responsible for performance.

14.2 No waiver

Failure or delay by either party in enforcing any provision of these Terms does not constitute a waiver of that or any other provision.

14.3 Severance

If any provision of these Terms is held to be unlawful, invalid, or unenforceable, that provision will be deemed severed and the remainder of the Terms will remain valid and enforceable.

14.4 Assignment

You may not assign, transfer, or subcontract your rights or obligations under the Contract without our prior written consent. We may assign or subcontract without your consent, provided we give you reasonable notice.

14.5 Entire agreement

The Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements (whether written or oral). You acknowledge you have not relied on any statement, promise, or representation not expressly set out in the Contract.

14.6 Notices

All notices under these Terms must be in writing (including email) and sent to the address or email address last notified by the other party. Notices are deemed received:

• When delivered by hand or courier during Business Hours.

• On the next Business Day after sending by email (unless an automated bounce-back is received).

• On the fifth Business Day after posting by first-class post in the UK.

14.7 Governing law and jurisdiction

This Contract is governed by the law of England and Wales. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising under or in connection with the Contract (including non-contractual disputes or claims).

Schedule 1: Data Processing Agreement

S1.1 Application and scope

This Data Processing Agreement (DPA) applies only when we act as a data processor on your behalf. This occurs in the limited situation where you or an accredited Insights Discovery facilitator instructs us to:

• Log into the Insights client platform.

• Generate a completed Insights Discovery profile.

• Download the profile PDF.

• Email it securely to a designated facilitator or contact.

In this scenario, you are the data controller and we are the data processor.

For all other activities (business contact, correspondence, billing), we act as an independent data controller under our own privacy notice.

S1.2 Definitions

In this Schedule, capitalised terms have the meanings given in the UK GDPR (Regulation (EU) 2016/679 as retained in UK law), including Personal Data, Processing, Data Controller, Data Processor, and Data Subject.

S1.3 Subject matter and purpose

We process Personal Data on your behalf solely for the purpose of:

• Generating an Insights Discovery profile PDF via the Insights platform at your or your facilitator's instruction.

• Securely emailing that profile to the designated recipient.

S1.4 Nature and duration

Processing is limited to the specific task of generating and transmitting the profile. We do not retain the profile file or underlying data beyond what is necessary to fulfil your instruction and support the related invoicing process.

S1.5 Types of Personal Data

We may temporarily process:

• Name and email address of the individual being profiled.

• Insights Discovery profile data contained in the PDF report (colour profile, strengths, development areas, narrative).

We do not access or process the underlying questionnaire responses unless they are visible in the profile report itself.

S1.6 Categories of Data Subjects

Data Subjects are:

• Your employees, contractors, or personnel who have completed Insights Discovery questionnaires.

S1.7 Our obligations as Processor

We will:

• Process Personal Data only on your documented instructions (as set out in your email or request to generate and send the profile).

• Ensure personnel processing Personal Data are subject to binding confidentiality obligations.

• Implement appropriate technical and organisational security measures in accordance with Article 32 UK GDPR (including password protection, multi-factor authentication, encryption in transit, and secure email).

• Delete the profile PDF and related email records once the workshop is completed and invoicing is finalised, unless retention is required by law.

• Assist you in responding to Data Subject rights requests (access, rectification, erasure, etc.) as reasonably required, recognising that the primary source of profile data is held by Insights and by you as controller.

• Notify you without undue delay (and in any event within 48 hours) of any Personal Data breach affecting data we process on your behalf.

• Make available information necessary to demonstrate compliance and allow for reasonable audits or inspections on reasonable notice.

S1.8 Subprocessors

We rely on the following subprocessors for this limited processing activity:

• Insights Learning & Development Limited – the Insights Discovery platform provider who generates the profile.

• Email service providers (Microsoft 365 or Google Workspace) – for secure transmission of the profile PDF.

These subprocessors are bound by appropriate data protection obligations. We remain liable for their acts and omissions in relation to the processing we carry out on your behalf.

S1.9 International transfers

The Insights platform and email services may involve storage or processing outside the UK or EEA. Where this occurs, appropriate safeguards are in place, including UK adequacy decisions or Standard Contractual Clauses.

S1.10 Your obligations as Controller

You will:

• Ensure you have lawful bases for instructing us to generate and send the profile.

• Provide Data Subjects with appropriate privacy information (fair processing notices) before or at the time of data collection.

• Ensure instructions to us are clear, documented (e.g. by email), and lawful.

• Respond to Data Subject requests and data protection authority enquiries relating to the Processing.

S1.11 Return and deletion

At the end of the engagement (once the workshop is completed and invoicing is finalised), we will delete the profile PDF and related email records, except where:

• Retention is required by law (e.g. for accounting or tax purposes, in which case billing records in Xero may reference the transaction but will not include the profile content itself).

• You request us in writing to retain a copy for a specified purpose and period.