General Terms
Contents
Definitions and Interpretation
Data Processing Agreement (DPA)
1. Access and Use of the CE Platform and CE Survey
1.1. CE Platform and CE Survey
1.2. Services
1.3. Unacceptable Use
1.6. Security and Access
1.7. Customer Systems
1.8. Unacceptable Conduct of Users
1.9. Compliance with Laws
1.10. Compliance by Users
2.1. Term
2.2 Termination
3.1 Customer Data
3.2 Protection of Customer Data
3.3 Customer Data subject to Anonymity and Confidentiality
Applicability
These terms apply in the following scenarios:
You or your company you work for has entered into a contract / agreement with TSI and / or a partner of TSI for the provision of a Culture Excellence assessment of any type or scope, and / or
You have or your company has accepted the terms and conditions on TSI’s website or on the website of a partner of TSI related to a Culture Excellence assessment of any type or scope.
Summary
The Culture Excellence Program provides Customers with:
1. an online survey to collect data about company culture (CE Survey),
2. an online platform to report and interrogate the data (CE Platform).
The CE Survey is designed to assess culture – i.e. shared attitudes, values and behaviours – not the thoughts or experiences of individuals. The CE Survey tool does not collect names or email addresses (or other uniquely identifying information such as employee ID), and the standard demographic questions do not include personal details such as age or gender. For the purposes of anonymity, TSI asks Customers to not request the CE Survey to be customised to include too many organisational demographic questions (which correspond to data filter functionality on the CE Platform), and as a further back-up, the CE Platform has an anonymity feature that prevents response data being shared if there is a group of less than 5 people who have responded to a question. These steps (along with others, explained within this document) are to prevent the collection and / or dissemination of Personal Information via the CE Survey and CE Platform.
The CE Platform requires the name and email of each person who needs to review the reporting derived from the processed data from the CE Survey (usually one senior representative per Customer site / location), for the purposes of creating them a user account and for logging into their account. This falls under the category of Personal Information.
Definitions and Interpretation
The following terms shall have the meaning ascribed to them below:
“Active User” means a User who was invited to join the CE Platform, who is registered on the CE Platform, and whose registration was not deactivated under a Customer or Partner’s instruction;
“Customer” means any organisation (or representative thereof) that has entered into a contract or other comparable formal arrangement (with TSI or the Partners) or that has acknowledged the terms and conditions on TSI’s or a Partner’s website to partake of the Services;
“Customer Data” means any content, which may include Personal Information of Survey Respondents and / or Users and / or other Customer representatives, submitted to or transferred to TSI in conjunction with the Services, including, but not limited to, via the completion of CE Surveys, via email, and / or information templates, either directly by Survey Respondents and / or Users and / or other Customer representatives;
“Customer Personal Information” means any Personal Information contained within Customer Data;
“CE” means Culture Excellence, defined as the provision of an assessment of culture, reporting of results and provision of supporting webinars and meetings, across a range of specific assessment types, scopes, reporting formats and support options, including, but not limited to, the Culture Excellence assessment, the BRCGS Food Safety Culture Excellence Module, the BRCGS Basic assessment and the SSAFE assessment, and as further outlined at https://culturexcellence.com;
“CE Platform” means the online data platform created by TSI and accessed by Partner(s) and / or User(s), currently hosted at https://platform.culturexcellence.com and https://app.culturexcellence.com;
“CE Survey” means the online survey created by TSI and accessed by Survey Respondents;
“Parties” means TSI, Customer(s), Partner or User(s), as the case may be;
“Partner” means organisations partnered with TSI and / or partnered with a TSI Partner for the marketing, sales, communication and support of CE, including (at time of writing) Campden BRI, BRCGS, Aquatic, SSAFE and BRCGS-approved Certification Bodies (CBs);
“Personal Information” is defined as any information about an identifiable individual. This may include, for example, email addresses and contact details and any similar information provided to TSI in the course of its business operations. Personal Information that is aggregated and / or anonymised or that cannot be associated with an identifiable individual is no longer considered Personal Information;
“Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;
“Privacy Policy” means TSI’s Privacy Policy see here;
“Sensitive Personal Information” has the meaning set out in Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;
“Services” means the provision of CE by TSI;
“Survey” means the CE Survey;
“Survey Respondents” means any employee or other third party invited by a Customer to submit answers to CE Surveys, and comments, including any employee of a Customer;
“Term” has the meaning set out in Section 2 (Term);
“TSI” means TSI Quality Services, a company incorporated under license number 686382 in Dubai, UAE. TSI designed, created, manages and implements (with Customers) CE;
“User” means, as the case may be, any Customer employee who is provided access to the CE Platform.
1. Access and Use of the CE Platform and CE Survey
1.1. CE Platform and CE Survey
Users may access and use the CE Platform and CE Survey in accordance with the General Terms. TSI may revise the content, features and functions of the CE Platform or CE Survey at any time without notice. TSI may at any time, temporarily or permanently, limit or suspend the access to the CE Platform, at its sole discretion, including to perform upgrades and maintenance of the Platform.
1.2. Services
During the Term, TSI grants to Customers and their Users the right to access and use the CE Platform and CE Survey, as part of the Services, in accordance with the General Terms.
1.3 Unacceptable Use
.The Partner, Customers and Users shall not, nor attempt to, nor permit third parties to:
share non-public features or content of the CE Survey or CE Platform with any third party;
at any time, now or in the future, copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the CE Survey or CE Platform (for clarity purposes, the Partners, Customers and Users shall not access the CE Survey or CE Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the CE Survey or CE Platform);
send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs;
attempt to gain unauthorised access to, or disrupt the integrity or performance of the CE Survey or CE Platform; or
use the CE Survey or CE Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the CE Survey or CE Platform.
The CE Survey and CE Platform shall not be used to collect, manage or process Sensitive Personal Information and TSI shall have no liability that may result from the Customers’ or Users’ use of the CE Survey or CE Platform to collect or attempt to collect or attempt to process Sensitive Personal Information. Customers are responsible to inform their Survey Respondents and Users that Sensitive Personal Information should not be submitted on the CE Survey or CE Platform (including, but not limited to, adding Sensitive Personal information in open (free) text questions). In the event that it suspects any breach of this Section, at its sole discretion TSI may suspend Customers’ and Users’ access to the CE Survey or CE Platform, or the Services without advance notice and / or delete any response(s) or other data judged to be a breach.
1.6. Security and Access
Partners, Customers and Users shall take all reasonable steps to prevent unauthorised access to the CE Platform and CE Survey, including by protecting their survey links, passwords and other login information. Customers and Users are responsible for any activity occurring in their CE Platform account and CE Survey (other than activity that TSI is directly responsible for and is not performed in accordance with a given Customers’ or Users’ instructions), whether or not a given Customer or User authorised that activity. Customers and / or Users shall immediately notify TSI if they become aware of any unauthorised access to, or use of, their CE Platform account or CE Survey.
CE maintains adequate training programs to ensure that its employees and any others acting on its behalf are aware of and adhere to its Security Program. CE shall exercise necessary and appropriate supervision over its relevant employees to maintain appropriate confidentiality and security of the Personal Information it manages.
1.7. Customer Systems
Customers are responsible for maintaining and updating any operating systems, internet browsers, anti-virus software, or other software that Survey Respondents and / or Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, internet browsers and / or anti-virus software are not up-to-date.
1.8. Unacceptable Conduct of Users
To help ensure a safe and productive use of the CE Survey and CE Platform, Users shall not, and Customers shall ensure that Users and other Customer representatives do not undertake inappropriate conduct including:
attempting to reveal the identity of any individual Survey Respondent(s);
attempting to collude with or compel TSI to reveal the identity of any individual Survey Respondent(s);
impersonating any other person or entity;
using the Services to send spam or otherwise unsolicited messages in violation of applicable laws;
allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libellous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability;
over-riding TSI’s recommended advice with regards to demographic question customisation, specifically, but not solely with regards to the prevention of overly granular data filtering which can impact Survey Respondent anonymity, or
adding personally identifiable information or data (Personal Information or Sensitive Personal Information) into open (free) text questions in the CE Survey, about themselves or about their managers or other colleagues.
Customers and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users and / or Survey Respondents that is in breach of this Section, and under no circumstances will TSI be liable in any way for any such Customer Data. TSI shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms. Customers and Users shall be respectful of the Survey Respondent’s right to remain anonymous. If Customers over-ride TSI’s recommended advice with regards to demographic question customisation:
under no circumstances shall TSI be liable in any way for any occurrence of breaches in employee anonymity and,
the Customer shall be obliged to inform its employees (before they respond to the CE Survey) that TSI’s recommendations with regards to safeguarding anonymity have been over-ridden by the Customer, and
the Customer shall be obliged to secure acknowledgement from its employees that as Survey Respondents and as individuals (Data Subjects) they shall not take any action or hold TSI liable for any breach in anonymity.
TSI is under no obligation to review how Users are using the CE Survey and CE Platform, including how Survey Respondents answer CE Surveys and provide comments in open (free) text questions.
1.9. Compliance with Laws
When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customers are also responsible to obtain any consent required by applicable laws from their Users and / or Survey Respondents or to have a legitimate interest to allow Customers to use the Services and to allow TSI to provide the Services in accordance with the General Terms.
1.10. Compliance by Users
Customers must ensure that their Users and / or Survey Respondents comply with all applicable laws, including Privacy Laws, when using or accessing the CE Survey and CE Platform, and that such Users and / or Survey Respondents are governed by, and comply with, the General Terms.
2. Term and Termination
2.1. Term
The General Terms are effective immediately when a Customer engages with the CE Services, and (i) for Customers, until they are terminated by any or both Parties in accordance with Section 2.2 (Termination); or (ii) for a User, as long as they are accessing the CE Platform (the “Term”).
2.2. Termination
The General Terms may be terminated:
by Customers at any time if they cancel the Services with a TSI team member;
by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 1.3 (Unacceptable Use) and 1.8 (Unacceptable Conduct of Users) by Customers shall be deemed a material breach of the General Terms;
by TSI if Customers fail to make any payment of the Service Fees within 60 days after TSI provides notice that such amounts are overdue to a given Customer; or
by TSI for convenience, with at least a 90 days prior written notice for an annual or multi-year subscription that has not been renewed.
After termination, unless specifically requested by Customers, data shall remain in the CE Platform in perpetuity for aggregated inclusion in benchmarking data.
3. Data
3.1. Customer Data
Customers represent and warrant, on behalf of their Users and / or Survey Respondents, that they own or have obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in relation with the General Terms, and that Customer Data does not infringe any third party intellectual property right and is used in accordance with any labour laws applicable to the Customer. Customers, on behalf of their Users and / or Survey Respondents, grant TSI a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, aggregate, distribute, perform, export, report on, format and display Customer Data, only to the extent permitted by law and as reasonably necessary
to provide, maintain and improve the Services;
to prevent or address service, security, support or technical issues;
to generate Customer-specific scoring and other reporting information related to the specific CE Survey scope as agreed between TSI and Customers and / or related to the Terms and Conditions on the Partner or TSI website as acknowledged by the Customer; and / or
to include anonymized and aggregated Customer data in TSI’s overall aggregated benchmarking dataset for reporting and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customers or as required by law.
This right continues with respect to anonymised data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of the General Terms.
3.2. Protection of Customer Data
TSI shall store and process Customer Data in accordance with the Privacy Policy (here) and the applicable Standard Contractual Clauses. CE has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorised disclosure, loss or exposure and, in accessing and using the CE Platform, Customers assume such risks, except for circumstances resulting from gross negligence or unlawful conduct of TSI.
3.3. Customer Data subject to Anonymity and Confidentiality
The CE Survey tool does not collect names or personal email addresses or any other unique identifier (such as employee ID, telephone number), and the standard CE Survey demographic questions do not include demographics such as age or gender. Customers are requested to not use overly granular (individual or in conjunction) organisational demographic filters to an extent where they risk impinging on anonymity; the aim of this is to prevent any single Survey Respondent being identifiable. Where there are open questions, Customers are requested to ask Survey Respondents to not write any Personal Information into the open text fields.
Where TSI receives a request from a Survey Respondent, User or other Customer representative to delete a comment, which may contain Personal Information, or from a User or a Survey Respondent to receive the Personal Information concerning them, which they have included in a Survey response or a User profile and which is being processed or stored by CE, Customers hereby authorise TSI to comply with that request. For the avoidance of doubt, CE Surveys are designed to be anonymous, and Customers are asked to advise Survey Respondents to not provide Personal Data of any kind, so TSI shall only be able to comply with such a request if a Survey Respondent has entered Personal Information in contradiction to such instructions.