1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions:

1. Background IPRs: all IPRs owned by, licensed to, or created by Delphic360 (or on its behalf) before the Effective Date, or independently of these Terms, together with any modifications, enhancements, updates or derivative works of such rights that are not developed specifically for the Organisation under these Terms, including but without limitation the Platform, the design, structure and layout of the Reports, the Questionnaires, scoring methodologies, templates, algorithms (including AI models and processing logic), trade marks, branding, software, know‑how and all other tools, materials, processes and technologies used in providing the Services and the Platform.

2. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

3. Charges: the charges payable by the Organisation for the Services, as set out in Schedule 1.

4. Confidential Information: information that one party discloses or makes available to the other party (recipient) in connection with these Terms and which would be regarded as confidential by a reasonable business person. It does not include information that the recipient already knew, is or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations.

5. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and controls and controlled shall be interpreted accordingly.

6. Contributors: any person completing a Questionnaire about an Individual.

7. Data Protection Laws: all applicable laws and regulations relating to the protection of personal data and the privacy of individuals.

8. Deliverables: the Report, excluding all Background IPRs.

9. Discussion Partner: the trusted leader who receives and discusses the Report with the Individual.

10. Effective Date: the date on which the Organisation accepts these Terms.

11. Individual: the subject of the Questionnaire.

12. IPRs: patents, copyright, trade marks, business names and domain names, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and all similar or equivalent rights or forms of protection anywhere in the world.

13. Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

14. Organisation: the church or Christian organisation commissioning the Report of the Individual(s).

15. Questionnaire: the Delphic360 questionnaire used to provide feedback on the Individual in their role at the Organisation, completed by the Individual and Contributors, the progress of which is overseen by the Superuser.

16. Questionnaire Window:  the period commencing on the issuance of the Unique Links and ending on the date specified by Delphic360, which shall be two weeks by default, unless extended or otherwise varied by Delphic360.

17. Report: the report generated by Delphic360 through the Platform in connection with a Questionnaire, including all aggregated scores, summaries, analyses, AI‑processed or re‑phrased comments, and any other output produced by the Platform for the purpose of facilitating the discussion between the Individual and the Discussion Partner regarding the Individual’s development planning.

18. Services: the provision by Delphic360 of access to, and use of, the Platform, together with all associated functionality, tools, and workflows made available through it from time to time, including:

19. (a) the creation and administration of the Questionnaire;

20. (b) the collection, processing, aggregation of Questionnaire responses, and the generation and delivery of the Reports; and

21. (c) any ancillary support, updates, maintenance or features that Delphic360 makes available in connection with the Platform;

22. as more particularly described on the Delphic360 website: https://www.delphic360.com/ as may be updated from time to time by Delphic360.

23. Superuser: the person authorised by the Organisation to access the Platform for the purpose of overseeing the progress and administration of Questionnaires.

24. Unique Link: a single‑use or account‑tied link issued to each Contributor and to the Individual to access their relevant Questionnaire.

25. Users: users of the Platform being the Contributors, Individual, Superuser and Discussion Partners.

1.2. Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision:

(i) is a reference to it as it is in force as at the Effective Date; and

(ii) includes all subordinate legislation made as at the Effective Date under that legislation or legislative provision.

(c) References to include or including are interpreted as being without limitation.

(d) A reference to writing or written includes email but not fax.

1.2. Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision:

(i) is a reference to it as it is in force as at the Effective Date; and

(ii) includes all subordinate legislation made as at the Effective Date under that legislation or legislative provision.

(c) References to include or including are interpreted as being without limitation.

(d) A reference to writing or written includes email but not fax.

2. Acceptance of Terms

2.1 By selecting “I agree” the Users confirm that: (a) their responses will be processed to produce an anonymised Report; (b) only averaged scores and anonymised comments will be shared with the Individual and Discussion Partner; (c) the free‑text comments may be re‑phrased using AI and/or edited to reduce the risk of re‑identification, except where consent is provided to use verbatim comments; and (d) the User will not include content that is unlawful, harassing, discriminatory, or that attempts to identify any Contributor.

2.2 Users must be at least 18 years old to use the Platform and Services.

2.3 These Terms apply to the Organisation and the Users.

3. Supply of Services and Platform

3.1 From the Effective Date until termination of these Terms by either party under clause 10, Delphic360 grants the Organisation a non‑exclusive, non‑transferable, revocable licence to access and use the Services and Platform to enable the Organisation to conduct leadership reviews of its pastoral team members.

3.2 For each Individual Questionnaire, Delphic360 shall: (a) receive from or on behalf of the Organisation details of the Users; (b) issue a Unique Link to the Individual and Contributors; (c) keep the Questionnaire open for the Questionnaire Window; and (d) generate and deliver to the Discussion Partner the resulting Report.

3.3 From the Effective Date until termination of these Terms by either party under clause 10, Delphic360 grants the Individuals and Contributors a non‑exclusive, non‑transferable, revocable licence to use and access the Services and Platform to complete the Questionnaire via the Unique Links.

3.4 From the Effective Date until termination of these Terms by either party under clause 10, Delphic360 grants the Individuals and Discussion Partners a non‑exclusive, non‑transferable, revocable licence to use and access the Services and Platform in order to access the Report.

3.5 From the Effective Date until termination of these Terms by either party under clause 10, Delphic360 grants Superusers a non‑exclusive, non‑transferable, revocable licence to use and access those parts of the Platform made available to them for the purpose of reviewing the progress and administration of the Questionnaires only. Superusers shall not have access to Questionnaire responses or Reports.

3.6 Delphic360 shall provide the Platform and perform the Services with reasonable care and skill.

3.7 In performing the Services, Delphic360 shall comply with all applicable laws and regulations.

3.8 Delphic360 may suspend the provision of the Platform and any Services or modify the specification for the Platform or any Services if necessary to comply with any applicable law or regulatory requirement. Delphic360 shall use reasonable endeavours to notify the Organisation if it intends to suspend the Platform and/or Services under this clause 3.8.

3.9 By participating in a Questionnaire, each User and Contributor acknowledges and consents to the use of AI technologies to process questionnaire responses, re‑phrase comments, anonymise content, and generate Reports.

3.10 The Organisation is solely responsible for the acts and omissions of all Users who access or use the Platform or the Services through, on behalf of, or at the invitation of the Organisation, including the Individual, Contributors, the Superuser, the Discussion Partner, employees, volunteers, contractors and any other persons authorised (whether expressly or by implication) by the Organisation to participate in a Questionnaire. The Organisation shall ensure that all such Users and persons comply with these Terms and any instructions or guidance issued by Delphic360 from time to time. Delphic360 shall have no liability for any Losses, damage, claim or liability arising from any User’s or other person’s use or misuse of the Platform, the Services or the Report.

4. Organisation obligations

4.1 The Organisation shall:

(a) co-operate with Delphic360 in all matters relating to the Services and ensure that its Users co-operate with Delphic360;

(b) provide Delphic360 with all information and materials as Delphic360 may reasonably require to supply the Services, including but not limited to the names and contact details of the Individual, the proposed Contributors, Superuser and Discussion Partner, and ensure that:

(i) they are accurate and complete in all material respects; and

(ii) all electronic files used to provide them are free from malware and other harmful code;

(c) comply with all applicable laws and regulations in its performance of its obligations under these Terms.

4.2 To the extent that Delphic360's performance of any of its obligations under these Terms is prevented or delayed by any act or omission of the Organisation or any of its agents, consultants or Users (Organisation Default), Delphic360 shall not be in breach of these Terms nor liable for any Losses incurred by the Organisation or Users as a result of its performance being prevented or delayed.

5. Charges and payment

5.1 In consideration for the provision of the Services and Platform, the Organisation shall pay Delphic360 the Charges in accordance with this clause 5 and Schedule 1.

5.2 The Charges are calculated in accordance with Schedule 1.

5.3 Delphic360 may increase the Charges with effect from each anniversary of the Effective Date.

5.4 All Charges shall be paid by the Organisation in advance by credit card through Delphic360’s online payment process at the time the relevant Services are ordered. No Services or access to the Platform shall be provided until payment has been received in full.

5.5 All sums payable by the Organisation exclude value added tax (VAT).

5.6 Without prejudice to any other right or remedy that Delphic360 may have, if any Charge is not successfully paid when due (including due to a failed or reversed card payment):

(a) the Organisation shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) Delphic360 may suspend all or part of the Services where payment has not been successfully completed.

5.7 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All IPRs arising out of or in connection with the Services and the Platform, including but not limited to the Background IPRs, shall be owned by Delphic360, excluding all IPRs in the Deliverables.

6.2 Subject to the Organisation’s payment of all applicable Charges and compliance with these Terms, Delphic360 grants the Organisation a non‑exclusive, non‑transferable, non‑sublicensable licence, for the duration of these Terms, to access and use the Platform and the Services solely for the purpose of conducting the Questionnaire and receiving the Deliverables. This licence extends to the Organisation’s authorised users, including the Individual, Superuser, Contributors and the Discussion Partner, solely as necessary for their participation in a Questionnaire and review of a Report (as applicable). No rights are granted to the Organisation except as expressly set out in these Terms.

6.3 Subject to Delphic360 receiving payment of all Charges attributable to the Deliverables, the Organisation shall own all IPRs in the Deliverables (excluding the Background IPRs). The Organisation hereby grants to Delphic360 an exclusive, perpetual, irrevocable, worldwide, royalty‑free licence (with the right to sublicense) to use, copy, modify, adapt, analyse, create derivative works from and otherwise exploit the Deliverables for any business purpose of Delphic360, including service improvement, research, case studies and marketing materials, provided that Delphic360 permanently anonymises all personal data contained within the Deliverables before any such use. For the avoidance of doubt, nothing in these Terms grants the Organisation or the Users any right or licence to use the Background IPRs except as strictly necessary to view and internally use the Deliverables.

7. Warranties and Disclaimers

7.1 Delphic360 will use reasonable endeavours to ensure that the Platform and Services are available for use, but does not guarantee uninterrupted, error‑free or defect‑free operation. The Platform and Services are provided ‘as is’, and Delphic360 does not warrant or guarantee that the Platform and/or Services are fit for a particular purpose.

7.2 Except as expressly stated in these Terms, Delphic360 gives no other warranties, representations, or undertakings, whether express or implied, statutory or otherwise.

7.3 Reports are generated from inputs provided by Contributors and the Individual; Delphic360 is not responsible for the accuracy, completeness, lawfulness, bias or tone of User generated content set out in the Report.

7.4 The Organisation, Individual and Contributors acknowledge that elements of the Services, including the generation and structuring of the Reports and the re‑phrasing or redaction of comments, are performed using artificial intelligence (“AI”). AI‑generated content may contain inaccuracies, omissions, or unintended bias, and is not guaranteed to be error‑free. Delphic360 does not warrant the accuracy, completeness, reliability, or suitability of any AI‑generated output.

7.5 Delphic360 does not review, monitor or verify any AI-generated content prior to delivery of a Report, and the Organisation acknowledges that such content is provided ‘as is’.

7.6 Delphic360 does not warrant that:

(a) the Services, Platform or Reports will meet the User’s particular requirements;

(b) the Services or Reports will result in any specific developmental, organisational, pastoral, employment, or performance‑related outcomes;

(c) the Services and Platform will operate with all devices, browsers, systems, or third‑party tools.

7.7 Delphic360 does not guarantee User anonymity, including but not limited to situations involving small teams or where a User’s language, writing style or context may make them identifiable.

7.8 The Platform is not designed to detect or manage safeguarding concerns. If the Organisation or Users believe there is a risk of harm, the Organisation should follow its own safeguarding policies and legal obligations immediately.

7.9 The Services and Report do not constitute human resources, legal, safeguarding, pastoral counselling, or medical advice. The Organisation is solely responsible for any decisions it takes in relation to the Individual. Delphic360 shall have no liability for any employment, governance, disciplinary, pastoral, or safeguarding actions taken (or not taken) by the Organisation or any third party in reliance on the Services or Report.

7.10 Reports will be made available by Delphic360 only to the Discussion Partner designated by the Organisation. Delphic360 does not provide Reports to any other third party. Once a Report has been delivered to the Discussion Partner, Delphic360 has no control over, and accepts no responsibility or liability for, any subsequent access to, use of, copying of, or distribution of the Report by the Organisation, the Individual, the Discussion Partner, or any third party.

7.11 The Platform may rely on third‑party hosting, analytics, communication, or AI providers. Delphic360 disclaims responsibility for any interruption, limitation, or action taken by third‑party providers.

7.12Delphic360 shall have no liability arising out of or in connection with any inaccuracies, errors, misinterpretations, inferences, bias, omissions, or other defects in any AI‑generated or AI‑processed content, including in the Reports. To the fullest extent permitted by law, Delphic360 excludes all liability arising from any reliance placed by the Organisation or any third party on AI‑generated content.

7.13 Delphic360 is not liable for loss, corruption, or disclosure of data where caused by Users, or third parties acting on their behalf.

7.14 The Organisation shall indemnify, defend and hold harmless Delphic360 and its officers, employees, contractors and agents from and against any and all Losses, claims, demands, complaints or proceedings (including reasonable legal fees) brought or threatened by any User, Contributor, employee, volunteer, office‑holder, the Individual, or any other third party, arising out of or in connection with:

(a) any participation in a Questionnaire or other use of or access to the Platform or the Services;

(b) the submission, processing, modification, anonymisation, redaction, re‑phrasing, aggregation or use of any User contribution to the Questionnaire;

(c) any allegation that any Report is inaccurate, incomplete, misleading, re‑identifiable or otherwise harmful;

(d) any employment, HR, governance, performance‑related, pastoral, disciplinary or safeguarding action (or inaction) taken by the Organisation or any third party in reliance on the Services or a Report;

(e) any breach of these Terms or applicable law by the Organisation or any User; and

(f) any misuse, unauthorised disclosure, onward sharing or other handling of any Report by the Organisation, a User or a Discussion Partner.

This indemnity applies regardless of whether the relevant claim arises in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, except to the extent any such claim arises directly from Delphic360’s fraud or fraudulent misrepresentation.

8. Data protection

8.1 Each party shall comply with Data Protection Laws in its processing of personal data under or in connection with these Terms.

8.2 If Delphic360 processes any personal data on behalf of the Organisation and the Users under or in connection with these Terms, the terms set out in Schedule 2 will apply.

9. Limitation of liability

9.1 The following definitions apply in this clause 9:

(a) default: any act or omission resulting in one party incurring liability to the other; and

(b) liability: every kind of liability arising under or in connection with these Terms including liability in contract, tort (including negligence) or otherwise.

9.2 Nothing in these Terms limits or excludes:

(a) liability for deliberate default;

(b) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(c) liability for fraud or fraudulent misrepresentation;

(d) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

(e) any liability that cannot legally be limited; or

(f) the Organisation’s liability for its payment obligations under these Terms.

9.3 Subject to clause 9.2, Delphic360's total aggregate liability for all loss or damage arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 100% of the Charges paid by the Organisation to Delphic360 under these Terms in the 12‑month period immediately preceding the date on which the claim first arose.

9.4 Subject to clause 9.2, neither party shall have any liability for:

(a) loss of profits (including loss of anticipated savings);

(b) loss of business or business opportunity;

(c) loss of use or corruption of software, data or information;

(d) loss of or damage to goodwill; or

(e) any indirect or consequential loss.

9.5 Subject to clause 9.2, all conditions, warranties, representations or other terms that might otherwise be implied into these Terms by statute, common law, course of dealing, trade usage or otherwise are excluded from these Terms.

10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate these Terms by giving the other party not less than 30 days' notice.

10.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by notifying the other party if:

(a) the other party is in material breach of these Terms where:

(i) the breach is not capable of remedy; or

(ii) the breach is capable of remedy and is not remedied within 14 days by the other party after being notified to do so;

(b) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.2(b);

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy.

10.3 Without affecting any other right or remedy available to it, Delphic360 may terminate these Terms with immediate effect by notifying the Organisation if the Organisation fails to pay any amount due under these Terms by the due date for payment and remains in default not less than seven (7) days after being notified to make that payment.

10.4 Without affecting any other right or remedy available to it, Delphic360 may suspend the supply of Services if the Organisation becomes, or Delphic360 reasonably believes that the Organisation is about to become, subject to any of the events listed in clause 10.2(b), clause 10.2(c) or clause 10.2(d).

11. Consequences of termination

11.1 On termination of these Terms, except as otherwise set out in these Terms, the Organisation shall promptly destroy or return to Delphic360 (as instructed by Delphic360) all materials and other property in its possession or control that belong to Delphic360 and were supplied in connection with these Terms.

11.2 Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

11.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms will remain in full force and effect, including clause 6, clause 7.14, clause 9, this clause 11, clause 12.3 and paragraph 2.3(f) of Schedule 2.

12. General

12.1 Force majeure. Neither party will be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Organisation shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.

(b) Delphic360 may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms, provided that it gives prior notice to the Organisation.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during these Terms, and for a period of two years after termination of these Terms, disclose to any person any Confidential Information of the other party, except as permitted by clause 12.3(b).

(b) Each party may disclose the other party's Confidential Information:

(i) to those of its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under these Terms (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 12.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under these Terms.

12.4 Entire agreement.

(a) These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

12.5 Variation.

(a) Except as set out in these Terms, no variation of these Terms will be effective unless it is in writing and signed by the parties (or their authorised representatives).

(b) Delphic360 may vary these Terms from time-to-time.

12.6 Waiver. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Terms.

12.8 Notices.

(a) Any notice given to a party under or in connection with these Terms shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to its primary contact for the Terms (or to any substitute address as it may have notified to the other party in accordance with this clause 12.8).

(b) Any notice will be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission or, if this time falls outside business hours, when business hours resume. In this clause 12.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.9 Third party rights. Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

12.10 Relationship of the parties. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.11 Governing law and jurisdiction. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, will be governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.