Voyse - Terms and Conditions

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise: 'Acceptance Criteria' means:

the Platform and Hosted Services conforming in all respects with the Hosted Services Specification; and
the Hosted Services being free from Hosted Services Defects;

'Acceptance Period' means a period of 10 Business Days following the making available of the Hosted Services to the Customer for the purposes of testing in accordance with Clause 4 or any repeated making available of the Hosted Services to the Customer for the purposes of testing in accordance with Clause 4, or such other period or periods as the parties may agree in writing;

'Acceptance Tests' means a set of tests designed to establish whether the Hosted Services meet the Acceptance Criteria, providing that the exact form of the tests shall be determined and documented by the Provider acting reasonably, and communicated to the Customer in advance of the first Acceptance Period.

'Access Credentials' means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

'Affiliate' means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

'Agreement' means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

'Anti-Corruption Laws' means all applicable anti-bribery and anti-corruption laws (including the Bribery Act 2010);

'Anti-Slavery Laws' means all applicable anti-slavery and anti-human trafficking laws (including the Modern Slavery Act 2015);

'Anti-Tax Evasion Laws' means all applicable anti-tax evasion laws (including the Criminal Finances Act 2017);

'API' means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;

'Business Day' means any weekday other than a bank or public holiday in England;

'Business Hours' means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

'CCN' means a change control notice issued in accordance with Clause 17;

'CCN Consideration Period' means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

'Change' means any change to the scope of the Services or any change to the Agreement;

'Charges' means the following amounts:

the amounts specified in Section 5 of the Services Order Form;
such amounts as may be agreed in writing by the parties from time to time; and
amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of the Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);

'Confidential Information' means the Provider Confidential Information and the Customer Confidential Information;

'Control' means the legal power to control (directly or indirectly) the management of an entity (and 'Controlled' should be construed accordingly);

'Customer' means the person or entity identified as such in Section 1 of the Services Order Form;

'Customer Confidential Information' means:

any information disclosed by or on behalf of the Customer to the Provider during the Term or at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
1. was marked or described as 'confidential'; or
2. should have been reasonably understood by the Provider to be confidential; and

'Customer Data' means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

'Customer Indemnity Event' has the meaning given to it in Clause 27.3;

'Customer Personal Data' means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, with respect to which the Customer is the controller and the Provider acts as processor;

'Customer Representatives' means the person or persons identified as such in Section 6 of the Services Order Form, and any additional or replacement persons that may be appointed by the Customer giving to the Provider written notice of the appointment;

'Customer Systems' means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Hosted Services;

'Customisation' means a customisation of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;

'Data Protection Laws' means all applicable laws relating to the processing of Personal Data, including the UK GDPR, the United Kingdom's Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and, where applicable, the General Data Protection Regulation (Regulation (EU) 2016/679);

'Documentation' means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

'Effective Date' means the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider's website, the date upon which the Provider sends to the Customer an order confirmation;

'Expenses' means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider's obligations under the Agreement;

'Force Majeure Event' means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

'Hosted Services' means the Voyse software-as-a-service platform, including the Careers Sites, Talent Pipeline, analytics, integrations, API and related hosted features made available by the Provider to the Customer via the internet in accordance with these Terms and Conditions;

'Hosted Services Defect' means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or
an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

'Hosted Services Specification' means the specification for the Platform and Hosted Services set out in Section 3 of the Services Order Form and in the Documentation;

'Intellectual Property Rights' means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these 'intellectual property rights' include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

'Maintenance Services' means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

'Minimum Term' means, in respect of the Agreement, the period of 12 months beginning on the Effective Date;

'Personal Data' has the meaning given to it in the Data Protection Laws applicable in the United Kingdom and, where applicable, the European Union from time to time;

'Platform' means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services and the cloud infrastructure used to provide those services;

'Provider' means VOYSE Limited, a company incorporated in England and Wales (reg number 08575516) having its registered office at GPG House, 8 Walker Avenue, Wolverton Mill, MK12 5TW.

'Provider Confidential Information' means:

any information disclosed by or on behalf of the Provider to the Customer during the Term or at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as 'confidential' or should have been understood by the Customer (acting reasonably) to be confidential; and

'Provider Indemnity Event' has the meaning given to it in Clause 27.1;

'Provider Representatives' means the person or persons identified as such in Section 6 of the Services Order Form, and any additional or replacement persons that may be appointed by the Provider giving to the Customer written notice of the appointment;

'Remedy Period' means a period of 20 Business Days following the Customer giving to the Provider a notice that the Hosted Services have failed the Acceptance Tests, or such other period as the parties may agree in writing;

'Services' means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

'Services Order Form' means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

'Set Up Services' means the configuration, implementation and integration of the Hosted Services in accordance with Section 2 of the Services Order Form;

'Support Services' means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

'Supported Web Browser' means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

'Term' means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

'Terms and Conditions' means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

'Third Party Services' means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

'Update' means a hotfix, patch or minor version update to any Platform software; 'Upgrade' means a major version upgrade of any Platform software; and

'User Interface' means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 30 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Set Up Services

3.1 The Provider shall provide the Set Up Services to the Customer.

3.2 The Provider shall use all reasonable endeavours to follow the timetable set out in Section 2 of the Services Order Form or otherwise agreed in writing by the parties.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the

extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Acceptance procedure

4.1 During each Acceptance Period, the Customer shall carry out the Acceptance Tests.

4.2 The Provider shall provide to the Customer, at the Provider's own cost and expense, all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Customer may reasonably request.

4.3 Before the end of each Acceptance Period, the Customer shall give to the Provider a written notice specifying whether the Hosted Services have passed or failed the Acceptance Tests.

4.4 If the Customer fails to give to the Provider a written notice in accordance with Clause 4.3, then the Hosted Services shall be deemed to have passed the Acceptance Tests.

4.5 If the Customer notifies the Provider that the Hosted Services have failed the Acceptance Tests, then the Customer must provide to the Provider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

4.6 If the Customer notifies the Provider that the Hosted Services have failed the Acceptance Tests:

(a) if the Provider acting reasonably agrees with the Customer that the Hosted Services do not comply with the Acceptance Criteria and have not passed the Acceptance Tests, then the Provider must correct the issue and make available the corrected Hosted Services to the Customer before the end of the Remedy Period for a further round of Acceptance Tests; or

(b) otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Hosted Services do not comply with the Acceptance Criteria and have not passed the Acceptance Tests, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.

4.7 Notwithstanding the other provisions of this Clause 4, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 4 shall be 3, and if the final round of Acceptance Tests is failed and the Acceptance Criteria have not been met by the end of the final round of Acceptance Tests, the Provider shall be deemed to be in material breach of the Agreement.

4.8 A notification by the Customer that the Hosted Services have passed the Acceptance Tests will not prejudice the Customer's rights in the event of a breach of any warranty given by the Provider to the Customer in the Agreement in relation to the Hosted Services.

5. Hosted Services

5.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set Up Services, or otherwise as agreed in writing, the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

5.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API for the internal business purposes of the Customer in accordance with the Documentation during the Term.

5.3 The licence granted by the Provider to the Customer under Clause 5.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser or the Mobile App;

(b) the User Interface may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(c) the User Interface may only be used by the named users identified in the Services Order Form, providing that the Customer may change, add or remove a designated named user in accordance with the user change procedure defined by the Hosted Services;

(d) the User Interface must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form, providing that the Customer may add or remove concurrent user licences in accordance with the licence change procedure defined by the Hosted Services; and

(e) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.

5.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 5.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services;

(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

5.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

5.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.

5.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).

5.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

5.9 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

5.10 The Customer must not use the Hosted Services:

in any way that is unlawful, illegal, fraudulent or harmful; or
in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

5.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

6. Customisations

6.1 The Provider and the Customer may agree that the Provider shall design, develop and implement a Customisation or Customisations in accordance with a specification and project plan agreed in the Services Order Form or in writing by the parties using the Change control procedure in Clause 17.

6.2 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider (unless the parties agree otherwise in writing).

6.3 From the time and date when a Customisation is first delivered or made available by the Provider to the Customer, the Customisation shall form part of the Platform, and accordingly from that time and date the Customer's rights to use the Customisation shall be governed by Clause 5.

6.4 The Customer acknowledges that the Provider may make any Customisation available to any of its other customers or any other third party at any time after the end of the period of 90 days following the making available of the Customisation to the Customer.

7. Scheduled maintenance

7.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 7.

7.2 The Provider shall where practicable give to the Customer at least 5 Business days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.

7.3 The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.

7.4 The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed 8 hours.

8. Support Services

8.1 The Provider shall provide the Support Services to the Customer during the Term.

8.2 The Provider shall provide the Support Services with reasonable skill and care.

8.3 The Provider shall provide the Support Services in accordance with Schedule 4 (Support SLA).

8.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

9. Customer obligations

9.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

co-operation, support and advice;
information and documentation; and
governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.

9.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.

10. Customer Systems

10.1 The Customer shall ensure that the Customer Systems comply, and continue to comply during the Term, with the requirements of Section 4 of the Services Order Form in all material respects, subject to any changes agreed in writing by the Provider.

11. Customer Data

11.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

11.2 The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with the Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

11.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 11.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

12. Integrations with Third Party Services

12.1 The Hosted Services may be integrated with Third Party Services specified in the Services Order Form or otherwise enabled by the Customer, and the Provider may make additional Third Party Services integrations available from time to time.

12.2 Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:

the Customer; or
the Provider with the prior written agreement of the Customer.

12.3 The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

12.4 The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.

12.5 The Customer acknowledges and agrees that:

the activation of Third Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa;
the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;
the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and
the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person's Intellectual Property Rights or other legal rights and will not put the Provider in breach of any applicable laws.

12.6 Additional Charges may be payable by the Customer to the Provider in respect of the activation and/or use of a Third Party Services integration, as set out in the Services Order Form.

12.7 Subject to Clause 28.1:

the Provider gives no guarantees, warranties or representations in respect of any Third Party Services; and
the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.

14. No assignment of Intellectual Property Rights

14.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

15. Representatives

15.1 The Provider shall ensure that all instructions given by the Provider in relation to the matters contemplated in the Agreement will be given by a Provider Representative to a Customer Representative, and the Customer:

may treat all such instructions as the fully authorised instructions of the Provider; and
may decline to comply with any other instructions in relation to that subject matter unless those instructions are confirmed by a Provider Representative.

15.2 The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in the Agreement will be given by a Customer Representative to a Provider Representative, and the Provider:

may treat all such instructions as the fully authorised instructions of the Customer; and
may decline to comply with any other instructions in relation to that subject matter unless those instructions are confirmed by a Customer Representative.

16. Management

16.1 The parties shall hold management meetings at each party's offices, by telephone conference or using internet-based conferencing facilities:

at the reasonable request of either party.

16.2 A party requesting a management meeting shall give to the other party at least 10 Business days' written notice of the meeting.

16.3 Wherever necessary to enable the efficient conduct of business, the Provider shall be represented at management meetings by at least 1 Provider Representative and the Customer shall be represented at management meetings by at least 1 Customer Representative.

17. Change control

17.1 The provisions of this Clause 17 apply to each Change requested by a party. 17.2 Either party may request a Change at any time.

17.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 5 (Form of CCN).

17.4 A party in receipt of a CCN may:

accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;
reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or
issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 17 will reapply with respect to the amended CCN.

17.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

18. Charges

18.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

18.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 18.2.

18.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

18.4 The Provider may elect to vary any element of the Chargesby giving to the Customer not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of the Agreement, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 18.4 (or, if no such variation has occurred, since the date of execution of the Agreement), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

19. Expenses

19.1 The Customer shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorisation of the Customer before incurring any Expenses exceeding such limitations as may be agreed in writing by the parties from time to time.

19.2 The Provider must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 90 days following the end of the Term.

19.3 Within 10 Business Days following receipt of a written request from the Customer to do so, the Provider must supply to the Customer such copies of the evidence for the Expenses in the possession or control of the Provider as the Customer may specify in that written request.

21. Payments

21.1 The Provider shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in Section 5 of the Services Order Form

21.2 The Customer must pay the Charges to the Provider within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 21.

21.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Customer from time to time).

21.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

22. Confidentiality obligations

22.1 The Provider must:

keep the Customer Confidential Information strictly confidential;
not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
act in good faith at all times in relation to the Customer Confidential Information; and

22.2 The Customer must:

keep the Provider Confidential Information strictly confidential;
not disclose the Provider Confidential Information to any person without the Provider's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer's own confidential information of a similar nature, being at least a reasonable degree of care;

22.3 Notwithstanding Clauses 22.1 and 22.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or

professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

22.4 No obligations are imposed by this Clause 22 with respect to a party's Confidential Information if that Confidential Information:

is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
is or becomes publicly known through no act or default of the other party; or
is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

22.5 The restrictions in this Clause 22 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

22.6 Upon the termination of the Agreement, each party must immediately cease to use the other party's Confidential Information.

22.7 Following the date of effective termination of the Agreement, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must:

(a) irreversibly delete from its media and computer systems all copies of the other party's Confidential Information (and ensure that the other party's Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the relevant party has directly or indirectly disclosed that Confidential Information);

(b) ensure that no other copies of the other party's Confidential Information remain in the relevant's party possession or control (or the possession of control of any person to whom the relevant party has directly or indirectly disclosed the other party's Confidential Information);

subject in each case to any obligations that the relevant party has under the Agreement to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under this Clause 22.7 to delete or to cease to possess or control any of the other party's Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information.

22.8 The provisions of this Clause 22 shall continue in force indefinitely following the termination of the Agreement.

24. Data protection

24.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

24.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

24.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 6 (Data processing information) (or such other categories as may be agreed by the parties in writing); and

(b) Personal Data of the types specified in Section 2 of Schedule 6 (Data processing information) (or such other types as may be agreed by the parties in writing).

24.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 6 (Data processing information).

24.5 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 24.

24.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the United Kingdom or, where applicable, the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

24.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in the United Kingdom and to authorised personnel outside the United Kingdom where required to provide and support the Hosted Services, provided that such transfers are protected by appropriate safeguards;

(b) the Provider may transfer the Customer Personal Data to its sub-processors in the jurisdictions identified in Section 5 of Schedule 6 (Data processing information), providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

24.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

24.9 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

24.10The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

24.11The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of Schedule 6 (Data processing information).

24.12The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the parties shall discuss the objection in good faith. If the objection cannot reasonably be resolved, the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 24.

24.13As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of Schedule 6 (Data processing information).

24.14The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

24.14A Where the Hosted Services include candidate data-rights request intake, the Provider may record the request, make it available to the Customer in the Hosted Services, notify the Customer's configured account contact or primary user, and provide tools to help the Customer export or erase candidate records. The Customer remains responsible for assessing and fulfilling the data subject request as controller.

24.15The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 24.15.

24.16The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.

24.17The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 24 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 24.17, providing that no such charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

24.18The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

24.19The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 24. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the

Provider at the request of the Customer pursuant to this Clause 24.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider.

24.20If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

25. Warranties

25.1 The Provider warrants to the Customer that:

the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and
the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

25.2 The Provider warrants to the Customer that:

the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
the Hosted Services will be free from Hosted Services Defects;
the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
the Platform will incorporate security features reflecting the requirements of good industry practice.

25.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.

25.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

25.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.

25.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

25.7 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

26. Acknowledgements and warranty limitations

26.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

26.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

26.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

26.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

27. Indemnities

27.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions.

27.2 The Customer must:

upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;
allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and
not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,

and the Provider's obligation to indemnify the Customer under Clause 27.1 shall not apply unless the Customer complies with the requirements of this Clause 27.2.

27.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions.

27.4 The Provider must:

upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

and the Customer's obligation to indemnify the Provider under Clause 27.3 shall not apply unless the Provider complies with the requirements of this Clause 27.4.

27.5 The indemnity protection set out in this Clause 27 shall not be subject to the limitations and exclusions of liability set out in the Agreement.

28. Limitations and exclusions of liability

28.1 Nothing in these Terms and Conditions will:

limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law.

28.2 The limitations and exclusions of liability set out in this Clause 28 and elsewhere in these Terms and Conditions:

are subject to Clause 28.1; and
govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

28.3 Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.

28.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

28.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

28.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

28.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

28.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 28.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 11.3 and Clause 11.4.

28.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

29. Force Majeure Event

29.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

29.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

promptly notify the other; and
inform the other of the period for which it is estimated that such failure or delay will continue.

29.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

30. Termination

30.1 The Provider and/or the Customer may terminate the Agreement by giving 30 days written notice of termination, after the end of the Minimum Term.

31. Effects of termination

31.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect.

31.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

31.3 Within 30 days following the termination of the Agreement for any reason:

the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,

without prejudice to the parties' other legal rights.

32. Non-solicitation of personnel

32.1 The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of the Agreement.

32.2 The Provider must not, without the prior written consent of the Customer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer who has been involved in any way in the negotiation or performance of the Agreement.

33. Anti-corruption

33.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Corruption Laws in relation to the Agreement.

33.2 Save to the extent that applicable law requires otherwise, each party must promptly notify the other if it becomes aware of any events or circumstances relating to the Agreement that will or may constitute a breach of the Anti Corruption Laws (irrespective of the identity of the person in breach).

33.3 The Provider shall use all reasonable endeavours to ensure that all persons that:

provide services to the Provider (including employees, agents and subsidiaries of the Provider); and
are involved in the performance of the obligations of the Provider under the Agreement,

will comply with the Anti-Corruption Laws; and the Provider shall maintain written contracts with all such persons, and shall ensure that each of those contracts includes express requirements on the provider of services to comply with the Anti Corruption Laws, along with express obligations on the provider of services equivalent to the obligations set out in this Clause 33.

33.4 Each party shall create and maintain proper books and records of all payments and other material benefits given by one party to the other, and each party shall promptly following receipt of a written request from the other party supply copies of the relevant parts of those books and records to the other party.

33.5 The Provider must comply with the supply chain anti-corruption and anti-bribery policy of the Customer supplied or made available by the Customer to the Provider before the Effective Date, as it may be reasonably updated by the Provider from time to time.

33.6 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Corruption Laws; and the Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures during the Term;

(b) promptly following receipt of a written request for the same from the Customer, provide copies of the documentation embodying those policies and procedures to the Customer.

33.7 Each party shall provide reasonable co-operation to the other party, at its own expense, in relation to any due diligence exercises, risk assessments, monitoring programmes and reviews conducted by the other party for the purpose of ensuring or promoting compliance with the Anti-Corruption Laws.

33.8 Nothing in these Terms and Conditions shall prevent either party from reporting a breach of the Anti-Corruption Laws to the relevant governmental authorities.

33.9 Any breach of this Clause 33 shall be deemed to constitute a material breach of the Agreement.

34. Anti-slavery

34.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Slavery Laws.

34.2 The Provider shall ensure that all persons that provide services or supply products to the Provider, where such services or products are used in the performance of the obligations of the Provider under the Agreement, will comply with the Anti Slavery Laws; and the Provider shall maintain written contracts with all such persons, and shall ensure that each of those contracts includes express requirements on the provider of services or supplier of goods to comply with the Anti-Slavery Laws.

34.3 The Provider must comply with the supply chain anti-slavery and anti-human trafficking policy of the Customer supplied or made available by the Customer to the Provider before the Effective Date, as it may be reasonably updated by the Provider from time to time.

34.4 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Slavery Laws; and the Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures during the Term;

(b) promptly following receipt of a written request for the same from the Customer, provide copies of the documentation embodying those policies and procedures to the Customer.

34.5 Any breach of this Clause 34 shall be deemed to constitute a material breach of the Agreement.

35. Anti-tax evasion

35.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Tax Evasion Laws.

35.2 The Provider shall ensure that all employees, agents and persons that provide services to the Provider, when acting in such capacity in connection with the Agreement, will comply with the Anti-Tax Evasion Laws.

35.3 The Provider must comply with the supply chain anti-tax evasion policy of the Customer supplied or made available by the Customer to the Provider before the Effective Date, as it may be reasonably updated by the Provider from time to time.

35.4 The Provider warrants that it has in place its own policies and procedures designed to ensure the compliance of the Provider with the Anti-Tax Evasion Laws; and the Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures during the Term;

(b) promptly following receipt of a written request for the same from the Customer, provide copies of the documentation embodying those policies and procedures to the Customer.

35.5 Any breach of this Clause 35 shall be deemed to constitute a material breach of the Agreement.

36. Notices

36.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as 'written notice' in these Terms and Conditions.

36.2 Any notice given by one party to the other party under these Terms and Conditions must be:

(a) sent by email using the relevant contact details set out in Section 7 of the Services Order Form.

36.3 The addressee and contact details set out in Section 7 of the Services Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 36.

36.4 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

36.5 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

(a) in the case of notices sent by email, at the time of the sending of an acknowledgement of receipt by the receiving party.

37. Subcontracting

37.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement, providing that the Provider must give to the Customer, promptly following the appointment

of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

37.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

37.3 Notwithstanding the provisions of this Clause 37 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

38. Assignment

38.1 The Provider must not assign, transfer or otherwise deal with the Provider's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed, providing that the Provider may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of the Provider or to any successor to all or a substantial part of the business of the Provider from time to time.

38.2 The Provider hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer's contractual rights and obligations under these Terms and Conditions.

39. No waivers

39.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

39.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

40. Severability

40.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

40.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

41. Third party rights

41.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

41.2 The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

42. Variation

42.1 The Agreement may not be varied except by means of a written document signed by or on behalf of each party, without prejudice to the requirements of Clause 17.

43. Entire agreement

43.1 The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

43.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

43.3 The provisions of this Clause 43 are subject to Clause 28.1.

44. Law and jurisdiction

44.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

44.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

45. Interpretation

45.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

that statute or statutory provision as modified, consolidated and/or re enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.

45.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

45.3 References in these Terms and Conditions to 'calendar months' are to 12 named periods January, February and so on into which a year is divided.

45.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

SCHEDULE 1 (ACCEPTABLE USE POLICY)

1. Introduction

1.1 This acceptable use policy (the 'Policy') sets out the rules governing:

the use of www.voyse.co.uk, any successor website, and the services available on that website or any successor website (the 'Services'); and
the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ('Content').

1.2 References in this Policy to 'you' are to any customer for the Services and any individual user of the Services (and 'your' should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy. 3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

be libellous or maliciously false;
be obscene or indecent;
infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
infringe any right of confidence, right of privacy or right under data protection legislation;
constitute negligent advice or contain any negligent statement;
constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
be in contempt of any court, or in breach of any court order;
constitute a breach of racial or religious hatred or discrimination legislation;
be blasphemous;
constitute a breach of official secrets legislation; or
constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner. 4.3 Content must not be pornographic or sexually explicit.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7 You must ensure that Content does not duplicate other content available through the Services.

7.8 You must ensure that Content is appropriately categorised.

7.9 You should use appropriate and informative titles for all Content. 7.10 You must at all times be courteous and polite to other users of the Services. 8. Marketing and spam

8.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.

8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, 'get rich quick' schemes or similar letters, schemes or programs.

8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

9. Regulated businesses

9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

9.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.

9.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

10. Monitoring

10.1 You acknowledge that we may monitor the Content and the use of the Services for security, compliance, support and operational purposes.

11. Data mining

11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12. Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13. Harmful software

13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

SCHEDULE 2 (AVAILABILITY SLA)

1. Introduction to availability SLA

1.1 This Schedule 2 sets out the Provider's availability commitments relating to the Hosted Services.

1.2 In this Schedule 2, 'uptime' means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.

2. Availability

2.1 The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 99.9% during each calendar month.

2.2 The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.

2.3 The Provider shall report uptime measurements to the Customer in writing, in respect of each calendar month, within 10 Business Days following the end of the relevant calendar month.

3. Service credits

3.1 In respect of each calendar month during which the Hosted Services uptime is less than the commitment specified in Section 2.1, the Customer shall earn service credits in accordance with the provisions of this Section 3.

3.3 The Provider shall deduct an amount equal to the service credits due to the Customer under this Section 3 from amounts invoiced in respect of the Charges for the Hosted Services. All remaining service credits shall be deducted from each invoice issued following the reporting of the relevant failure to meet the uptime commitment, until such time as the service credits are exhausted.

3.4 Service credits shall be the sole remedy of the Customer in relation to any failure by the Provider to meet the uptime guarantee in Section 2.1, except where the failure amounts to a material breach of the Agreement.

3.5 Upon the termination of the Agreement, the Customer's entitlement to service credits shall immediately cease, save that service credits earned by the Customer shall be offset against any amounts invoiced by the Provider in respect of Hosted Services following such termination.

4. Exceptions

4.1 Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Section 2.1:

a Force Majeure Event;
a fault or failure of the internet or any public telecommunications network;
a fault or failure of the Provider's hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;
a fault or failure of the Customer's computer systems or networks;
any breach by the Customer of the Agreement; or
scheduled maintenance carried out in accordance with the Agreement.

SCHEDULE 3 (MAINTENANCE SLA)

1. Introduction

1.1 This Schedule 3 sets out the service levels applicable to the Maintenance Services. 2. Scheduled Maintenance Services

2.1 The Provider shall where practical give to the Customer at least 10 Business days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice

obligations under this Schedule 3.

2.2 The Provider shall provide all scheduled Maintenance Services outside Business Hours.

3. Updates

3.1 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business days' prior written notice of the application of any non-security Update to the Platform.

3.2 The Provider shall apply Updates to the Platform as follows:

third party security Updates shall be applied to the Platform promptly following release by the relevant third party, providing that the Provider may acting reasonably decide not to apply any particular third party security Update;
the Provider's security Updates shall be applied to the Platform promptly following the identification of the relevant security risk and the completion of the testing of the relevant Update; and
other Updates shall be applied to the Platform in accordance with any timetable notified by the Provider to the Customer or agreed by the parties from time to time.

4. Upgrades

4.1 The Provider shall produce Upgrades at least once in each calendar year during the Term.

4.2 The Provider shall give to the Customer at least 10 Business days' prior written notice of the application of an Upgrade to the Platform.

4.3 The Provider shall apply each Upgrade to the Platform within any period notified by the Provider to the Customer or agreed by the parties in writing.

SCHEDULE 4 (SUPPORT SLA)

1. Introduction

1.1 This Schedule 4 sets out the service levels applicable to the Support Services. 2. Helpdesk

2.1 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule 4.

2.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

2.3 The Provider shall ensure that the helpdesk is accessible by telephone, email and using the Provider's web-based ticketing system.

2.4 The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hour during the Term. In addition, the Provider shall provide a special telephone number for the Customer to report critical issues outside of Business Hours.

2.5 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

3. Response and resolution

3.1 Issues raised through the Support Services shall be categorised as follows:

critical: the Hosted Services are inoperable or a core function of the Hosted Services is unavailable;
serious: a core function of the Hosted Services is significantly impaired;
moderate: a core function of the Hosted Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Services is significantly impaired; and
minor: any impairment of the Hosted Services not falling into the above categories; and any cosmetic issue affecting the Hosted Services.

3.2 The Provider shall determine, acting reasonably, into which severity category an issue falls.

3.3 The Provider shall use reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

critical: 1 Business Hour;
serious: 4 Business Hours;
moderate: 1 Business Day; and
minor: 5 Business Days.

3.4 The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an

initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.

3.5 The Provider shall use all reasonable endeavours to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

critical: 2 Business Hours;
serious: 8 Business Hours;
moderate: 4 Business Days; and
minor: 10 Business Days.

4. Provision of Support Services

4.1 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

5. Limitations on Support Services

5.1 The Provider shall have no obligation to provide Support Services in respect of any issue caused by:

the improper use of the Hosted Services by the Customer; or
any alteration to the Hosted Services made without the prior consent of the Provider.

SCHEDULE 6 (DATA PROCESSING INFORMATION)

1. Categories of data subjects

Customer personnel and authorised users; candidates and prospective candidates who visit a Customer careers site, interact with Voyse-powered content, submit an application, submit a data-rights request, or otherwise engage with the Hosted Services; and other individuals whose Personal Data is supplied by or on behalf of the Customer through the Hosted Services.

2. Types of Personal Data

Names, email addresses, telephone numbers, postal or general location data, professional profile URLs, employment history, education history, skills, CVs, cover letters, application answers, attachments, salary or remuneration information where provided, job preferences, source and referral information, candidate notes, interview or feedback records, talent pipeline stage information, communications metadata, usage and analytics events, support and activity logs, ATS identifiers and synchronised ATS fields, and candidate data-rights request details including request type, message, source URL, status, resolution notes and fulfilment audit metadata.

3. Purposes of processing

To provide, secure, support and improve the Hosted Services; publish and operate Customer careers sites; process job applications; synchronise data with authorised applicant tracking systems and other Customer-enabled integrations; operate Talent Pipeline workflows; provide analytics and reporting; generate notifications and administrative emails; respond to support requests; maintain audit logs; and help Customers review, export, erase or otherwise fulfil candidate data-rights requests.

4. Security measures for Personal Data

Personal Data is hosted using Amazon Web Services and other approved sub-processors with technical and organisational controls appropriate to the risk, including access controls, authentication, encryption in transit, encryption at rest where supported by the relevant storage service, tenant scoping, audit logging, backup and recovery controls, vulnerability management, and procedures for deleting or returning Customer Personal Data when required by the Agreement and applicable law.

5. Sub-processors and transfers

The Provider may use hosting, infrastructure, communications, analytics, media storage, error monitoring, email delivery, payment, support and ATS integration providers as sub-processors where reasonably required to provide the Hosted Services. International transfers will be protected by adequacy regulations, standard contractual clauses, the UK International Data Transfer Agreement or Addendum, or another lawful transfer mechanism where required.

Terms & Conditions